Common use of Agreement to Vote Shares Clause in Contracts

Agreement to Vote Shares. Shareholder agrees that, from and after the date hereof until the Expiration Date (as defined in Section 2 below), at any meeting of the shareholders of M-CO or any adjournment or postponement thereof, or in connection with any written consent of the shareholders of M-CO, Shareholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (b) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, all of the Shares and any New Shares that such Shareholder shall be entitled to so vote: (i) in favor of adoption and approval of the Merger, the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; (ii) against any action, transaction or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any of the other actions or transactions contemplated under the Merger Agreement. The Shareholder shall not take or commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote Shares. Shareholder The Stockholder agrees that, from and after the date hereof until the Expiration Date (as defined in Section 2 below), at any meeting of the shareholders stockholders of M-CO the Buyer (or any adjournment or postponement thereof), or in connection with any written consent of the shareholders stockholders of M-COthe Buyer, Shareholder with respect to the Merger, the Agreement and Plan of Merger or any Acquisition Proposal, Stockholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) that such Stockholder shall be entitled to so vote at such meeting to be counted as present thereat for purposes of calculating a quorum; and; b. (b) vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, covering all of the Shares and any New Shares that such Shareholder Stockholder shall be entitled to so vote: , whether such Shares are beneficially owned by such Stockholder on the date of this Agreement or are subsequently acquired, (i) in favor of adoption and approval of the issuance of the shares of common stock, par value $.01 per share, of the Buyer to be issued as consideration in the Merger, the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; (ii) against any action, transaction action or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation representation, or warranty or any other obligation or agreement of M-CO or any the Seller contained in the Agreement and Plan of its Subsidiaries or Affiliates under the Merger Agreement or such that would reasonably be expected to result in any of the conditions to M-CO’s or any closing set forth in Section 7.3 of its Subsidiaries’ or Affiliates’ obligations under the Agreement and Plan of Merger Agreement would not being fulfilledbe satisfied; and (iii) against the approval or adoption of any M-CO Takeover Acquisition Proposal presented for a shareholder vote or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent relating to the Buyer that is intended toconditioned on, or the terms of which depend on, the Merger not being consummated, or any agreement or transaction that is intended, or would reasonably be expected toexpected, to materially impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any of the other actions or transactions contemplated under by the Merger Agreement. The Shareholder shall not take or commit or agree to take any action inconsistent with the foregoing.Agreement and Plan of Merger;

Agreement to Vote Shares. Shareholder (a) Until the Expiration Date, Stockholder agrees that, from and after the date hereof until the Expiration Date (as defined in Section 2 below), at any every meeting of the shareholders stockholders of M-CO or any the Company called, and at every adjournment or postponement thereof, and on every action or in connection with any approval by written consent of the shareholders stockholders of M-COCompany, Shareholder Stockholder (in Stockholder’s capacity as such) shall, or shall cause the holder of record on any applicable record date to, vote the Shares: a. if such meeting or written consent pertains to any of the matters described in subparagraph (b) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, all of the Shares and any New Shares that such Shareholder shall be entitled to so vote: (i) in favor of the adoption and approval of the MergerMerger Agreement (as it may be amended from time to time), and in favor of each of the other actions contemplated by the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; ; (ii) against any action, transaction or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect approval of any covenantproposal made in opposition to, representation or warranty in competition with, the Merger or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under transactions contemplated by the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilledAgreement; and (iii) against any M-CO Takeover Proposal presented for a shareholder vote of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, or reorganization of the Company or any subsidiary of the Company, (B) any sale, lease or transfer of any significant part of the assets of the Company or any subsidiary of the Company, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any subsidiary of the Company, (D) any material change in the capitalization of the Company or any subsidiary of the Company, or the corporate structure of the Company or any subsidiary of the Company, or (E) any other action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended tointended, or would could reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any of the other actions or transactions contemplated under by the Merger Agreement. The Shareholder . (b) In the event that a meeting of the stockholders of the Company is held, Stockholder shall, or shall cause the holder of record of the Shares on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum. (c) Stockholder shall not take enter into any agreement or commit understanding with any Person to vote or agree to take give instructions in any action manner inconsistent with the foregoingterms of this Section 3. (d) Except as expressly set forth in this Section 3, Stockholder shall retain at all times the right to vote the Stockholder’s Shares in the Stockholder’s sole discretion and without any other limitation on matters that are at any time or from time to time presented for consideration to the Company’s stockholders.

Agreement to Vote Shares. The Shareholder agrees that, from and after the date hereof until prior to the Expiration Date (as defined in Section 2 below)Date, at any meeting of the shareholders of M-CO the Company, or any adjournment or postponement thereof, or in connection with any written consent of the shareholders of M-COthe Company, with respect to the Merger Agreement or any of the transactions contemplated thereby (including the Merger) or any Acquisition Proposal, the Shareholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. (b) vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, all of the Shares and any New Shares that such Shareholder shall be entitled to so vote: vote (i) in favor of adoption and approval of the Merger, the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or the transactions contemplated under thereby, including the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effectiveMerger; (ii) against any action, transaction action or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty warranty, or any other obligation or agreement of M-CO the Company contained in the Merger Agreement or any of its Subsidiaries the Shareholder contained in this Agreement, or Affiliates that would preclude fulfillment of a condition under the Merger Agreement or that would reasonably be expected to result in any of the conditions Company’s and Buyer’s respective obligations to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under consummate the Merger Agreement not being fulfilledMerger; and (iii) against any M-CO Takeover Proposal presented for a shareholder vote Acquisition Proposal, or action by consent; and (iv) against any agreement, action, agreement or transaction or other matter presented for a shareholder vote or action by consent that is intended tointended, or would could reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any of the other actions or transactions contemplated under by the Merger Agreement. The Shareholder Any such vote shall not take be cast or commit consent shall be given in accordance with such procedures relating thereto so as to 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 agree to take any action inconsistent with the foregoingconsent.

Agreement to Vote Shares. Shareholder Stockholder agrees that, from and after the date hereof until prior to the Expiration Date (as defined in Section 2 below), at any meeting of the shareholders stockholders of M-CO DPRX or any adjournment or postponement thereof, or in connection with any written consent of the shareholders stockholders of M-CODPRX, Shareholder with respect to approval of the Merger as contemplated by the Merger Agreement and adoption of the Merger Agreement or any DPRX Acquisition Proposal, Stockholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. (b) vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, covering all of the Shares and any New Shares that such Shareholder Stockholder shall be entitled to so vote: (i) in favor of (A) the adoption of the Merger Agreement and the approval of the Merger, including without limitation the issuance of the DPRX Shares by virtue of the Merger as contemplated by the Merger Agreement, any and all other agreements related to (B) the Merger or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effectiveDPRX Charter Amendment; (ii) against any action, proposal, transaction or agreement presented for a shareholder vote or action by consent that that, to the knowledge of Stockholder, would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates DPRX under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-CODPRX’s, AcquireCo’s or any of its Subsidiaries’ or Affiliates’ PLx’s obligations under the Merger Agreement not being fulfilled; and (iii) against any M-CO Takeover Proposal presented for a shareholder vote DPRX Acquisition Proposal, or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any of the and all other actions or transactions contemplated under by the Merger Agreement. The Shareholder Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote Shares. Shareholder (a) Each Holder, solely in their capacity as a stockholder of the Company, agrees that, from and after the date hereof until unless the Expiration Date (as defined below) has occurred, it shall validly execute and deliver to the Company, within forty eight (48) hours after the date that the Proxy Statement/Prospectus is disseminated by the Company to the Company’s stockholders following the date that the Registration Statement becomes effective, a written consent approving the Business Combination Agreement, the Merger, and any other matters necessary or reasonably requested by the Company for consummation of the Merger and the other transactions contemplated by the Business Combination Agreement in Section 2 below)respect of the Shares. In addition, unless the Expiration Date has occurred, each Holder irrevocably and unconditionally agrees that at any meeting of the shareholders holders of M-CO Company Shares, or any adjournment or postponement thereof, or in connection with any written consent of the shareholders holders of M-COCompany Shares, Shareholder with respect to the Business Combination Agreement or any of the transactions contemplated thereby, including the Merger, such Holder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (bi) below, appear at any such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. (ii) vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, all of the Shares and any New Shares that such Shareholder shall be entitled to so vote: (i) in favor of adoption and approval of the Business Combination Agreement, the Merger, and any other matters necessary or reasonably requested by the Company for consummation of the Merger and the other transactions contemplated by the Business Combination Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; (ii) against any actionproposal that would constitute a breach thereof or that conflicts or materially impedes or interferes therewith, transaction including any Company Acquisition Proposal, or agreement presented would adversely affect or delay the consummation of the transactions contemplated by the Business Combination Agreement. (b) Without limiting any other rights or remedies of Parent, each Holder hereby irrevocably appoints Parent or any individual designated by Parent as such Holder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstituting), for and in the name, place and stead of such Holder, up to the Expiration Date, to attend on behalf of such Holder any meeting of the Company Stockholders with respect to the matters described in Section 1(a)(ii), to include the Shares held by such Holder in any computation for purposes of establishing a shareholder quorum at any such meeting of the Company Stockholders, to vote (or cause to be voted) such Shares or consent (or withhold consent) with respect to any of the matters described in Section 1(a)(ii) in connection with any meeting of the Company Stockholders or any action by written consent by the Company Stockholders (including the Company Stockholder Written Consent), in each case, only in the event and to the extent that the Holder fails to timely perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a). The proxyholder may not exercise the proxy granted pursuant to this Section 1(b) on any matter except those provided in Section 1(a), and each Holder may vote its, his or her Shares on all other matters, subject to the other applicable covenants, agreements and obligations set forth in this Agreement. (c) The proxy granted by each Holder pursuant to Section 1(b) (i) will be automatically revoked upon the Expiration Date, (ii) is coupled with an interest sufficient in Law to support, subject to clause (i), an irrevocable proxy and is granted in consideration for Parent entering into the Business Combination Agreement and agreeing to consummate the transactions contemplated thereby, and (iii) is a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by such Xxxxxx and shall revoke any and all prior proxies granted by such Holder with respect to the Shares held by such Xxxxxx. The vote or action by consent that would reasonably be expected of the proxyholder in accordance with Section 1(b) and with respect to result the matters in a breach Section 1(a)(ii) shall control in any material respect the event of any covenant, representation conflict between such vote or warranty consent by such proxyholder and a vote or consent by each Holder (or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under Person with the Merger Agreement or that would reasonably be expected power to result vote the Shares held by such Holder) with respect to the matters in any of Section 1(a)(ii). (d) Prior to the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consent; and (iv) against Expiration Date, except as expressly set forth herein, no Holder shall enter into any agreement, action, transaction understanding or other matter presented for a shareholder arrangement (whether written or oral) with any Person to vote or action by consent that is intended togive instructions in any manner inconsistent with this Section 1. Any such vote shall be cast, or would reasonably consent shall be expected togiven, impedein accordance with such procedures relating thereto so as to 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. (e) In the event of any equity dividend or distribution, interfere withor any change in the equity interests of the Company by reason of any equity dividend or distribution, delayequity split, postponerecapitalization, discourage combination, conversion, exchange of equity interests or materially the like prior to the Closing (including the transactions contemplated by the Business Combination Agreement), the term “Shares” shall be deemed to refer to and adversely affect include the Shares as well as all such equity dividends and distributions and any securities into which or for which any or all of the Shares may be changed or exchanged or that are received in such transaction (including the SPAC Common Stock received as result of the consummation of the Merger pursuant to the Business Combination Agreement). For the avoidance of doubt, in no event shall the term “Shares” be deemed to refer to or include any of the other actions or transactions contemplated under the Merger securities issued to any Holder pursuant to any Subscription Agreement. The Shareholder shall not take or commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote Shares. Shareholder agrees that, from and after the date hereof until the Expiration Date (as defined in Section 2 below), at any meeting of the shareholders of M-CO Leap or any adjournment or postponement thereof, or in connection with any written consent of the shareholders of M-COLeap, Shareholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (b) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, all of the Shares and any New Shares that such Shareholder shall be entitled to so vote: (i) in favor of adoption and approval of the Merger, the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when of Leap or by written consent of the S-4 is effectiveshareholders of Leap; (ii) against any action, transaction or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO Leap or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-COLeap’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; (iii) against any M-CO Leap Takeover Proposal presented for a shareholder vote or action by consentProposal; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any of the other actions or transactions contemplated under the Merger Agreement. The Shareholder shall not take or commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote Shares. Shareholder agrees that, from and after the date hereof until (a) Until the Expiration Date (as defined in Section 2 below)Date, at any the Synacor Shareholder Meeting and at every other stockholder meeting of Synacor called to consider the shareholders of M-CO Synacor Voting Proposal, and at every postponement or any adjournment or postponement thereof, or in connection with any and on every action proposed to be approved by written consent of the shareholders of M-CO, Shareholder shall: a. if such meeting or written consent pertains Synacor Shareholders with respect to any of the matters described in subparagraph (b) belowfollowing, appear at such meeting or otherwise cause the Shareholder shall vote all outstanding Shares and any outstanding New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. vote (or cause to be voted4 hereof), to the extent (in the case of securities convertible into, or deliver a written consent (exercisable or cause a written consent to be deliveredexchangeable for, shares of Synacor Common Stock) covering, all of the any such Shares and any New Shares that such Shareholder shall be entitled to so vote: are capable of being voted: (i) in favor of adoption and the approval of the issuance of shares of Synacor Common Stock in the Merger, and any proposal to adjourn or postpone any meeting of the stockholders of Synacor at which the issuance of shares of Synacor Common Stock in the Merger Agreement, any is submitted for the consideration and all other agreements related vote of the stockholders of Synacor to a later date if there are not proxies representing a sufficient number of shares of Synacor Common Stock to approve such matters on the Merger or contemplated under date on which the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; held; (ii) against any action, transaction or agreement presented for a shareholder vote or action Acquisition Proposal made by consent that would reasonably be expected to result in a breach in any material respect of Person (other than Qumu) and any covenant, representation or warranty or Acquisition Transaction proposed by any Person (other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilledthan Qumu); and (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consent; and (iv) against any agreement, other action, agreement or transaction involving Synacor or other matter presented for a shareholder vote or action by consent any of the Synacor Subsidiaries that is intended tointended, or would reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage or materially and adversely affect or prevent the consummation of the Merger or any of the other actions or transactions contemplated under by the Merger Agreement. The . (b) Prior to the Expiration Date, Shareholder shall not take enter into any agreement or commit understanding with any person to vote or agree to take give instructions in any action manner inconsistent with this Section 1. (c) Notwithstanding anything to the foregoingcontrary set forth herein, if Shareholder is a director or officer of Synacor, nothing in this Agreement shall prohibit or otherwise impair the right or ability of Shareholder to exercise his or her fiduciary duties in his or her capacity as a director or officer of Synacor, including by voting in his or her capacity as a director to effect a Synacor Board Recommendation Change, in each case, in accordance with the terms of the Merger Agreement.

Agreement to Vote Shares. Shareholder Stockholder agrees that, from and after the date hereof until the Expiration Date (as defined while this Agreement is in Section 2 below)effect, at any meeting of the shareholders stockholders of M-CO Charter, however called, or at any adjournment or postponement thereof, or in connection with any written other circumstances in which Stockholder is entitled to vote, consent of the shareholders of M-COor give any other approval, Shareholder except as otherwise agreed to in writing in advance by CenterState, Stockholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at each such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. (b) vote (or cause to be voted), in person or deliver a written consent (or cause a written consent to be delivered) coveringby proxy, all of the Shares and any New Shares that such Shareholder shall be entitled as to so vote: which Stockholder has, directly or indirectly, the right to vote or direct the voting, (i) in favor of adoption and approval of the Merger, the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or the transactions contemplated under thereby (including, without limitation, any amendments or modifications of the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when terms thereof adopted in accordance with the S-4 is effectiveterms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action, transaction action or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under Charter contained in the Merger Agreement or that would reasonably be expected to result of Stockholder contained in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consentthis Agreement; and (iv) against any agreement, Acquisition Proposal or any other action, agreement or transaction or other matter presented for a shareholder vote or action by consent that is intended tointended, or would could reasonably be expected toexpected, to impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any of the other actions or transactions contemplated under by the Merger Agreement or this Agreement. The Shareholder Stockholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a stockholder of Charter, to approve or adopt the Merger Agreement unless this Agreement shall not take or commit or agree to take any action inconsistent have been terminated in accordance with the foregoingits terms.

Agreement to Vote Shares. Shareholder agrees that, from and after the date hereof until (a) Until the Expiration Date (as defined in Section 2 below), at any the Seller Stockholders Meeting and at every other stockholder meeting of Seller called to consider the shareholders adoption of M-CO the Purchase Agreement, and at every postponement or any adjournment or postponement thereof, and on every action or in connection with any approval by written consent of the shareholders of M-CO, Shareholder shall: a. if such meeting or written consent pertains Seller’s stockholders with respect to any of the matters described in subparagraph (b) belowfollowing, appear at such meeting or otherwise cause the Stockholder shall vote all outstanding Shares and any outstanding New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and): b. vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, all of the Shares and any New Shares that such Shareholder shall be entitled to so vote: (i) in favor of the adoption of the Purchase Agreement and approval of the MergerPurchase and any action reasonably required in furtherance of the foregoing, including any proposal to adjourn or postpone any meeting of the Merger Agreement, any and all other agreements related to stockholders of Seller at which the Merger or contemplated under adoption of the Merger Purchase Agreement and any approval of the Purchase is submitted for the consideration and all other actions or transactions contemplated under vote of the Merger Agreement stockholders of Seller to a later date if there are not proxies representing a sufficient number of shares of Seller common stock to approve such matters on the date on which may be presented for a vote at a shareholder the meeting at a time when the S-4 is effective; held; (ii) against any action, transaction action or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO Seller contained in the Purchase Agreement such that a condition to Closing would not be satisfied, or of any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result Stockholder contained in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; this Agreement; (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action made by consent; any Person (other than Buyer) and any Alternative Acquisition Agreement proposed by any Person; (iv) against any agreementchange in the Seller Board, including the individuals who serve as members of the Seller Board or the number of seats that make up the Seller Board; (v) against any action with respect to the conversion of any of Seller’s common stock that may adversely affect or otherwise impair such Stockholder’s ability to perform its obligation under this Agreement; and (vi) against any other action, agreement or transaction or other matter presented for a shareholder vote or action by consent involving Seller that is intended tointended, or would reasonably be expected toexpected, to impede, materially interfere with, materially delay, materially postpone, discourage or materially and adversely affect or prevent the consummation of the Merger Purchase or the other material transactions contemplated by the Purchase Agreement or this Agreement or the performance by Seller of its obligations under the Purchase Agreement or by any Stockholder of its obligations under this Agreement, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Seller (other than the Buyer’s acquisition of the Purchased Assets), (y) a sale, lease or transfer of a material amount of assets of Seller or any reorganization, recapitalization or liquidation of Seller or (z) any change in the present capitalization of Seller or any amendment or other actions change to its certificate of incorporation or transactions contemplated under bylaws. (b) Prior to the Merger Agreement. The Shareholder Expiration Date, Stockholder shall not take enter into any agreement or commit legally binding understanding with any person to vote or agree to take give instructions in any action manner inconsistent with the foregoingthis Section 1.

Agreement to Vote Shares. Shareholder The Holder irrevocably and unconditionally agrees that, from and after the date hereof until the Expiration Date (as defined in Section 2 below), that it shall at any meeting of the shareholders stockholders of M-CO the Company or at any adjournment or postponement thereof, in the action by written consent or in any other circumstances upon which the Holder’s vote, consent or other approval is sought in connection with any written consent the Purchase Agreement and the issuance of the shareholders of M-CO, Shareholder shall: a. if such meeting or written consent pertains Conversion Shares to any Parent upon the conversion of the matters described in subparagraph Debentures issuable to Parent pursuant to the Purchase Agreement and the exercise of the Warrants issuable to Parent pursuant to the Purchase Agreement, to (bi) below, appear at each such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) all of its Covered Stock to be counted as present thereat for purposes purpose of calculating establishing a quorum; and b. quorum and (ii) vote (or cause to be voted), in person or deliver a written consent (or cause a written consent to be delivered) coveringby proxy, all of the Shares and any New Shares Covered Stock that such Shareholder shall be are then entitled to so vote: be voted (ia) in favor of adoption and approval the transactions contemplated by the Purchase Agreement, including the issuance of the MergerConversion Shares to Parent, the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; (iib) against in favor of any action, proposal, transaction or agreement presented that is submitted by the Company for a shareholder vote or action by consent that of the stockholders of the Company and would reasonably be expected to facilitate the transactions contemplated by the Purchase Agreement, (c) in favor of any proposal to adjourn or postpone to a later date any meeting of the stockholders of the Company at which any of the foregoing matters of this Section 2 are submitted for consideration and vote of the stockholders of the Company if there are not sufficient votes for approval of any such matters on the date on which the meeting is held, and (d) against (1) any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO the Company or any of its Subsidiaries contained in the Purchase Agreement, or Affiliates under the Merger Agreement or of such Holder contained in this Agreement, and (2) any other action that would reasonably be expected to result in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage postpone or materially and adversely affect or prevent the consummation transactions contemplated by the Purchase Agreement or this Agreement, or the issuance of the Merger or any Conversion Shares. The Holder shall execute and deliver to the Company a written consent in favor of the other actions or transactions contemplated under the Merger AgreementPurchase 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 Shareholder Holder agrees that the shares of the Covered Stock that are entitled to be voted shall not take be voted (or commit or agree cause to take any action inconsistent with be voted) as set forth in the foregoingpreceding sentences.

Agreement to Vote Shares. Shareholder The Holder irrevocably and unconditionally agrees that, from and after the date hereof until the Expiration Date (as defined in Section 2 below), that it shall at any meeting of the shareholders stockholders of M-CO the Company or at any adjournment or postponement thereof, in the action by written consent or in any other circumstances upon which the Holder’s vote, consent or other approval is sought in connection with any written consent the Purchase Agreement and issuance of the shareholders of M-COIssued Shares pursuant to the Purchase Agreement, Shareholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (bi) below, appear at each such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) all of its Covered Stock to be counted as present thereat for purposes purpose of calculating establishing a quorum; and b. quorum and (ii) vote (or cause to be voted), in person or deliver a written consent (or cause a written consent to be delivered) coveringby proxy, all of the Shares and any New Shares Covered Stock that such Shareholder shall be are then entitled to so vote: be voted (ia) in favor of adoption and approval the transactions contemplated by the Purchase Agreement, including the issuance of the Merger, Issued Shares pursuant to the Merger Purchase Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; (iib) against in favor of any action, proposal, transaction or agreement presented that is submitted by the Company for a shareholder vote or action by consent that of the stockholders of the Company and would reasonably be expected to facilitate the transactions contemplated by the Purchase Agreement, (c) in favor of any proposal to adjourn or postpone to a later date any meeting of the stockholders of the Company at which any of the foregoing matters of this Section 2 are submitted for consideration and vote of the stockholders of the Company if there are not sufficient votes for approval of any such matters on the date on which the meeting is held, and (d) against (1) any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO the Company or any of its Subsidiaries contained in the Purchase Agreement, or Affiliates under the Merger Agreement or of such Holder contained in this Agreement, and (2) any other action that would reasonably be expected to result in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage postpone or materially and adversely affect or prevent the consummation transactions contemplated by the Purchase Agreement or this Agreement. The Holder shall execute and deliver to the Company a written consent in favor of the Merger or any of the other actions or transactions contemplated under the Merger AgreementPurchase 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 Shareholder Holder agrees that the Covered Stock that are entitled to be voted shall not take be voted (or commit or agree cause to take any action inconsistent with be voted) as set forth in the foregoingpreceding sentences.

Agreement to Vote Shares. Shareholder agrees that, from and after the date hereof until the Expiration Date (as defined in Section 2 below), at any At every meeting of the shareholders stockholders of M-CO the Company called with respect to any Takeover Proposal, Material Transaction Proposal 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 (collectively, a "SUBJECT PROPOSAL"), and at every adjournment of any such meeting, and on every action or postponement thereof, or in connection with any approval by written consent of the shareholders stockholders of M-CO, Shareholder shall: a. if such meeting or written consent pertains the Company with respect to any of the matters described in subparagraph (b) belowSubject Proposal, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. 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, or deliver a written consent (or cause a written consent to be delivered) covering, all of the Shares approve and any New Shares that such Shareholder shall be entitled to so vote: (i) in favor of adoption and approval of the Merger, the Merger Agreement, adopt any and all other agreements related to the Merger actions adopted or contemplated under the Merger Agreement approved by NBC, and against any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; (ii) voted against any action, transaction or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any of the other actions or transactions contemplated under the Merger AgreementNBC. The Shareholder CNET shall not take or 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 Xenon 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, or (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 assets of Xenon 2 and its Subsidiaries or (C) a merger or consolidation of Xenon 2 as a result of which the stockholders of Xenon 2 immediately prior to such transaction would not beneficially own immediately after such transaction 50% or more of the resulting or surviving entity (or the parent thereof)

Agreement to Vote Shares. Shareholder agrees that, from and after (a) From the date hereof until through the Expiration Date (as defined valid termination of this Agreement in accordance with Section 2 below)6, at any meeting of the shareholders of M-CO Company Shareholder Meeting or any adjournment or postponement thereof, in any action by written consent or in connection with any written other circumstances upon which the Shareholders’ or any of their Affiliates’ vote, consent or other approval is sought, the Shareholders hereby irrevocably and unconditionally agree, during the term of the shareholders of M-COthis Agreement, Shareholder shall: a. if to: (a) appear at each such meeting (in person or written consent pertains to any of the matters described in subparagraph (bby proxy) below, appear at such meeting or otherwise cause the all such Subject Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes the purpose of calculating determining a quorum; and b. and (b) be present (in person or by proxy) and vote, or cause their Affiliates to vote (or cause including pursuant to be votedthe Forms of Proxy), or deliver a written consent (or cause a written consent to be delivered) covering, all of the Shares and any New Subject Shares that are then beneficially owned or owned of record by such Shareholder shall be entitled to so voteShareholders or any of their Affiliates: (i) in favor of: (1) the Scheme of adoption 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 approval (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 Merger, the Merger Transaction Agreement, or any and all other agreements related Contract or arrangement that would have the effect of waiving, amending or modifying the Transaction Agreement, in each case that would be less favorable in any material respect to the Merger or contemplated under Shareholders than the Merger Transaction Agreement as in effect on the date hereof and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; (ii) against against: (1) any resolution to approve an Acquisition Proposal (including any resolution to approve a scheme of arrangement relating thereto), (2) any action, transaction proposal, transaction, or agreement presented for a shareholder vote or action by consent Contract that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty warranty, or any other obligation or agreement agreement, of M-CO the Company or any of its Subsidiaries or Affiliates Bidco under the Merger Transaction Agreement or of the Shareholders under this Agreement and (3) any action, proposal, transaction, or Contract that would reasonably be expected to result in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postponediscourage, discourage adversely affect, or materially and adversely affect inhibit the timely consummation of the Merger Transaction or the fulfillment of any of the conditions to Closing set forth in Article VIII of the Transaction Agreement. (b) For the avoidance of doubt, except as explicitly set forth in Section 2(a), nothing in this Agreement shall limit the right of the Shareholders to vote, or cause any of their Affiliates to vote, in favor of, against or abstain with respect to any other actions matters presented to the Company Shareholders that are unrelated to the matters contemplated by the Transaction Agreement, the Scheme of Arrangement and the Company Shareholder Resolution. Nothing in this Agreement shall obligate the Shareholders to exercise any option or transactions contemplated under any other right to acquire any Company Shares; provided that if the Merger Agreement. The Shareholder Shareholders do exercise any such option or any other right and acquire additional Company Shares in connection thereto, then such additional Company Shares shall not take or commit or agree to take any action inconsistent with the foregoingbe Subject Shares.

Agreement to Vote Shares. Shareholder agrees that, from The Stockholder covenants to the Company and after the date hereof until Parent as follows: (a) Until the Expiration Date (as defined in Section 2 below)Date, at any meeting of the shareholders stockholders of M-CO or any the Company, however called, and at every adjournment or postponement thereof, and on every action or in connection with any approval by written consent of the shareholders of M-CO, Shareholder shall: a. if such meeting or written consent pertains to any stockholders of the matters described in subparagraph Company, the Stockholder shall (bi) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat (in person or by proxy) for purposes of calculating a quorum; and b. vote quorum and (or cause to be voted)ii) vote, or deliver a written exercise its right to consent (or cause a written consent to be delivered) coveringwith respect to, all of Shares held by the Shares and any New Shares that such Shareholder shall be entitled to so vote: Stockholder (iA) in favor of the adoption and approval of the Merger, the Merger Agreement, (B) in favor of the Contemplated Transactions, including any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; (ii) against any action, transaction or agreement presented for a shareholder vote or action by consent matter that would could reasonably be expected to result in a breach in any material respect of any covenantfacilitate the Contemplated Transactions, representation or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; and (iiiC) against any M-CO Takeover Proposal presented for a shareholder vote Acquisition Proposals, or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, to impede, interfere with, delay, postpone, discourage postpone or materially and adversely affect the consummation of the Merger or any of and the other actions or transactions contemplated under the Merger AgreementContemplated Transactions. The Shareholder Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing. (b) If the Stockholder is the beneficial owner, but not the record holder, of Sxxxxx, the Stockholder agrees to take all actions necessary to cause the record holder and any nominees to be present (in person or by proxy) and vote all the Stockholder’s Shares in accordance with this Section 3. (c) In the event of a stock split, stock dividend or distribution, or any change in the capital stock of the Company by reason of any split-up, reverse stock split, recapitalization, combination, reclassification, reincorporation, exchange of shares or the like, the term “Shares” shall be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities into which or for which any or all of such shares may be changed or exchanged or which are received in such transaction.

Agreement to Vote Shares. Shareholder agrees that, from and after the date hereof until the Expiration Date (as defined in Section 2 below), at any At every meeting of the shareholders of M-CO or any CBC called, and at every postponement, recess, adjournment or postponement continuation thereof, and on every action, consent or in connection with any approval (including by written consent consent) of the shareholders of M-COCBC, Shareholder shall: a. if such meeting or written consent pertains agrees to any of the matters described in subparagraph (b) belowvote, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. vote (or cause to be voted), or deliver a written give consent (or cause a written consent to be delivered) coveringwith respect to, all of the Shares and any New Shares that such Shareholder shall be entitled to so vote: (ia) in favor of adoption and (i) approval of the Merger, the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, and (ii) any other matter that is required to be approved by the shareholders of CBC to facilitate the transactions contemplated by the Merger Agreement; (b) against (i) any proposal made in opposition to approval of the Merger Agreement, the Merger and all the other agreements related to transactions contemplated by the Merger Agreement, or in competition with the Merger or the transactions contemplated under by the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; Agreement, (ii) against any action, proposal, transaction or agreement presented for a shareholder vote or action by consent that would which could reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates CBC under the Merger Agreement or that would 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 each case which could reasonably be expected to result in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected toprevent, impede, interfere with, delay, postpone, discourage discourage, frustrate the purposes of or materially and adversely affect the consummation of the Merger or any the other transactions contemplated by the Merger Agreement or the fulfillment of the other actions or transactions contemplated conditions under the Merger Agreement; and (c) as reasonably directed by SCB with respect to any postponement, recess, adjournment, continuation or other procedural matter at any meeting of the shareholders of CBC relating to any of the matters set forth in the foregoing clauses (a) or (b). The Any such vote shall be cast (or consent shall be given) by Shareholder shall not take in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or commit or agree to take any action inconsistent with the foregoingconsent).

Agreement to Vote Shares. Shareholder agrees that, from and after the date hereof until Until the Expiration Date (as defined in Section 2 below)Date, at any every meeting of stockholders of the shareholders Company called with respect to any of M-CO or any the following, and at every adjournment or postponement thereof, and on every action or in connection with any approval by written consent of stockholders of the shareholders of M-CO, Shareholder shall: a. if such meeting or written consent pertains Company with respect to any of the matters described in subparagraph (b) belowfollowing, appear at such meeting Stockholder shall, or otherwise shall cause the holder of record on any applicable record date to, vote the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. vote (or cause that are eligible to be voted), or deliver a written consent (in respect of such Shares, at any general or cause a written consent to be delivered) covering, all special meeting of the Shares and any New Shares that such Shareholder shall be entitled to so vote: stockholders of the Company: (ia) in favor of (i) adoption of the Merger Agreement and approval of the Merger, (ii) each of the actions contemplated by the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; (ii) any proposal or action that could reasonably be expected to facilitate the Merger and the other transactions contemplated by the Merger Agreement; (b) against any action, transaction or agreement presented for a shareholder vote proposal or action by consent that would is intended, or could reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates the Company under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-CO’s Stockholder under this Agreement or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, otherwise impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any of the other actions or transactions contemplated under by the Merger Agreement; and (c) against any Takeover Proposal or Company Acquisition Agreement. The Shareholder Until the Expiration Date, in the event that any meeting of the stockholders of the Company is held with respect to any of the foregoing (and at every adjournment or postponement thereof), Stockholder shall, or shall not take cause the holder of record of Shares on any applicable record date to, appear at such meeting or commit otherwise cause his, her or agree its Shares that are eligible to take be voted at any action inconsistent with general or special meeting of the foregoingstockholders of the Company to be counted as present thereat for purposes of establishing a quorum.

Agreement to Vote Shares. The Shareholder agrees that, from and after the date hereof until prior to the Expiration Date (as defined in Section 2 belowhereof), at any meeting of the shareholders of M-CO Seller, or any adjournment or postponement thereof, or in connection with any written consent of the shareholders of M-COSeller, with respect to the Merger, the Merger Agreement or any Acquisition Proposal, the Shareholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. (b) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of the Shares and any New Shares that such Shareholder shall be entitled to so vote: vote (i) in favor of adoption and approval of the Merger, the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or the transactions contemplated under thereby, including the Merger Agreement which may Merger, and any action that could reasonably be presented for a vote at a shareholder meeting at a time when expected to facilitate the S-4 is effectiveMerger; (ii) against any action, proposal, transaction or agreement presented for a shareholder vote or action by consent that would could reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty warranty, or any other obligation or agreement agreement, of M-CO Seller contained in the Merger Agreement or any of its Subsidiaries the Shareholder contained in this Agreement, or Affiliates that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect, inhibit or preclude the timely consummation of the Merger or the fulfillment of a condition under the Merger Agreement to Seller’s and Buyer’s respective obligations to consummate the Merger or that would reasonably be expected to result change in any manner the voting rights of the conditions any class of shares of Seller (including any amendments to M-COSeller’s articles of incorporation or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilledbylaws); and (iii) against any M-CO Takeover Proposal presented for a shareholder vote Acquisition Proposal, or action by consent; and (iv) against any agreement, action, agreement or transaction or other matter presented for a shareholder vote or action by consent that is intended tointended, or would could reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any of the other actions or transactions contemplated under by the Merger Agreement. The Shareholder Any such vote shall not take be cast or commit consent shall be given in accordance with such procedures relating thereto so as to 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 agree to take any action inconsistent with the foregoingconsent.

Agreement to Vote Shares. Shareholder Stockholder agrees that, from and after the date hereof until prior to the Expiration Date (as defined in Section 2 below), at any meeting of the shareholders stockholders of M-CO Parent or any adjournment or postponement thereof, or in connection with any written consent of the shareholders stockholders of M-COParent, Shareholder with respect to the Parent Stockholder Matters, Stockholder shall, or shall cause the holder of record on any applicable record date to: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat (in person or by proxy) for purposes of calculating a quorum; and; b. b) from and after the date hereof until the Expiration Date, vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, covering all of the Shares and any New Shares that such Shareholder Stockholder shall be entitled to so vote: (i) in favor of adoption and approval of the Merger, the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement Parent Stockholder Matters and any and all other actions or transactions contemplated under matter that could reasonably be expected to facilitate the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effectiveParent Stockholder Matters; (ii) against any action, transaction or agreement presented for proposal to remove the limitation initially set at the discretion of holders of Parent Convertible Preferred Stock between 4.99% and 19.99% of the number of shares of Parent Common Stock outstanding immediately after giving effect to the issuance of shares of Parent Common Stock upon conversion (the “Beneficial Ownership Limitation”) restricting such holders from beneficially owning a shareholder vote or action by consent that would reasonably be expected to result number of shares of Parent Common Stock in a breach in any material respect excess of any covenant, representation or warranty the Beneficial Ownership Limitation or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger Parent Stockholder Matters; and (iii) to approve any proposal to adjourn or any postpone the meeting to a later date, if there are not sufficient votes for the approval of the other actions or transactions contemplated under Parent Stockholder Matters on the Merger Agreementdate on which such meeting is held. The Shareholder Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote Shares. Shareholder agrees that, from and after During the date hereof until the Expiration Date Option Period (as ------------------------ defined in Section 2 below2.2), at any meeting of the shareholders stockholders of M-CO or Company called to consider and vote upon the adoption of the Merger Agreement (and at any adjournment or postponement and all postponements and adjournments thereof), or and in connection with any action to be taken in respect of the adoption of the 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 shareholders Subject Shares, now owned or hereafter acquired, in favor of M-CO, Shareholder shall: a. if the adoption of the Merger Agreement and in favor of any other matter necessary for the consummation of the transactions contemplated by the Merger Agreement and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. During the 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 pertains of stockholders of Company, Stockholder shall vote or cause to any be voted (including by written consent, if applicable) all of the matters described in subparagraph Subject Shares against such Other Proposal. For purposes of this Agreement, the term "Other Proposal" means any (ba) below, appear at such meeting or otherwise cause the Shares and any New Shares Acquisition Proposal (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, all of the Shares and any New Shares that such Shareholder shall be entitled to so vote: (i) in favor of adoption and approval of the Merger, the Merger Agreement, any and all ) or (b) other agreements related to the Merger action which is intended or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; (ii) against any action, transaction or agreement presented for a shareholder vote or action by consent that would could reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, materially impede, interfere with, delay, postpone, discourage delay or materially and adversely affect the consummation of the Merger or any of the other actions or transactions contemplated under by the Merger Agreement or this Agreement; provided, however, that neither the Merger nor any other transaction contemplated by the Merger Agreement to be consummated by Company, Parent or Purchaser in connection with the Merger shall constitute an Other Proposal. The Shareholder Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing.enter into any

Agreement to Vote Shares. Shareholder agrees that, from and after the date hereof until the Expiration Date (as defined in Section 2 below), at At any meeting of the shareholders stockholders of M-CO or Company called to consider and vote upon the adoption of the Merger Agreement (and at any adjournment or postponement and all postponements and adjournments thereof), or and in connection with any action to be taken in respect of the adoption of the Merger Agreement by written consent of the shareholders stockholders of M-COCompany, Shareholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (b) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. each Stockholder shall vote (or cause to be voted)voted (including by written consent, or deliver a written consent (or cause a written consent to be deliveredif applicable) covering, all of the such Stockholder's Subject Shares and any New Shares that such Shareholder shall be entitled to so vote: (i) in favor of the adoption and approval of the Merger, the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and in favor of any other matter necessary for the consummation of the transactions contemplated by the Merger Agreement and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. At any meeting of the stockholders of Company called to consider and vote upon any Adverse Proposal (as hereinafter defined) (and at any and all other actions or transactions contemplated under the Merger Agreement which may postponements and adjournments thereof), and in connection with any action to be presented for a vote at a shareholder meeting at a time when the S-4 is effective; (ii) against taken in respect of any actionAdverse Proposal by written consent of stockholders of Company, transaction or agreement presented for a shareholder each Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of such Stockholder's Subject Shares against such Adverse Proposal. For purposes of this Agreement, the term "Adverse Proposal" means any (a) Acquisition Proposal, (b) proposal or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under Company set forth in the Merger Agreement Agreement, or (c) proposal or action that is intended or would reasonably be expected to result in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage delay or materially and adversely affect the consummation of the Merger or any of the other actions or transactions contemplated under by the Merger Agreement or this Agreement. The Shareholder shall not take or commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote Shares. The Shareholder agrees that, from and after prior to the date hereof until the Extended Expiration Date (as defined in Section 2 belowhereinafter defined), at any meeting of the shareholders of M-CO NUVO, or any adjournment adjournment(s) or postponement postponement(s) thereof, or in connection with any written consent of the shareholders of M-CONUVO, with respect to the Merger Agreement or any of the transactions contemplated thereby or any Acquisition Proposal (together, the “NUVO Shareholder Meeting”), the Shareholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at such meeting the NUVO Shareholder Meeting or otherwise cause the Shares to be represented at such meeting and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. (b) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of the Shares and any New Shares that such Shareholder shall be entitled to so vote: vote (including any shares of restricted stock, whether or not vested) (i) in favor of adoption and approval of the Merger, the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or the transactions contemplated under thereby, including the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effectiveMerger; (ii) against any action, transaction action or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty warranty, or any other obligation or agreement of M-CO NUVO contained in the Merger Agreement or any of its Subsidiaries the Shareholder contained in this Agreement, or Affiliates that would preclude fulfillment of a condition under the Merger Agreement or that would reasonably be expected to result in any of NUVO’s and Merchants’ respective obligations to consummate the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilledMerger; and (iii) against any M-CO Takeover Proposal presented for a shareholder vote Acquisition Proposal, or action by consent; and (iv) against any agreement, action, agreement or transaction or other matter presented for a shareholder vote or action by consent that is intended tointended, or would could reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any of the other actions or transactions contemplated under by the Merger Agreement. The Shareholder Any such vote shall not take be cast or commit consent shall be given in accordance with such procedures relating thereto so as to 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 agree to take any action inconsistent with the foregoingconsent.

Agreement to Vote Shares. Shareholder Stockholder agrees that, from and after the date hereof until prior to the Expiration Date (as defined in Section 2 below), at any meeting of the shareholders stockholders of M-CO Apricus or any adjournment or postponement thereof, or in connection with any written consent of the shareholders stockholders of M-COApricus, Shareholder with respect to the Merger, the Merger Agreement or any Acquisition Proposal, Stockholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. (b) from and after the date hereof until the Expiration Date, vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, covering all of the Shares and any New Shares that such Shareholder Stockholder shall be entitled to so vote: vote (or have the power or authority to cause to be so voted): (i) in favor of adoption and approval of the Merger Agreement and all of the transactions contemplated thereby, including the Merger, the Merger AgreementApricus Reverse Stock Split, any and all the other agreements related to the Merger or contemplated under the Merger Agreement Contemplated Transactions, and any and all other actions amendment and/or restatement of the Organizational Documents of Apricus that are required or transactions contemplated under advisable (as determined by the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effectiveBoard of Directors of Apricus) to give effect to any of such transactions; (ii) against any action, transaction action or agreement presented for a shareholder vote or action by consent that that, to the knowledge of Stockholder, would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO Apricus or any of its Subsidiaries or Affiliates affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-CO’s Apricus’ or any of its Subsidiaries’ or Affiliatesaffiliates’ obligations under the Merger Agreement not being fulfilled; and (iii) against any M-CO Takeover Proposal presented for a shareholder vote Acquisition Proposal, or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any of the and all other actions or transactions contemplated under by the Merger Agreement. The Shareholder Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote Shares. Shareholder The Stockholder agrees that, from and after the date hereof until prior to the Expiration Date (as defined in Section 2 below)Date, at any meeting of the shareholders Stockholders of M-CO the Company, or any adjournment or postponement thereof, or in connection with any written consent of the shareholders stockholders of M-COthe Company, Shareholder with respect to the Merger Agreement or any of the transactions contemplated thereby (including the Merger) or any Acquisition Proposal, the Stockholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. (b) vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, all of the Shares and any New Shares that such Shareholder Stockholder shall be entitled to so vote: vote (i) in favor of the adoption and approval of the Merger, the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or the transactions contemplated under thereby, including the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effectiveMerger; (ii) against any action, transaction action or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty warranty, or any other obligation or agreement of M-CO the Company contained in the Merger Agreement or any of its Subsidiaries the Stockholder contained in this Agreement, or Affiliates that would preclude fulfillment of a condition under the Merger Agreement or that would reasonably be expected to result in any of the conditions Company’s and Buyer’s respective obligations to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under consummate the Merger Agreement not being fulfilledMerger; and (iii) against any M-CO Takeover Proposal presented for a shareholder vote Acquisition Proposal, or action by consent; and (iv) against any agreement, action, agreement or transaction or other matter presented for a shareholder vote or action by consent that is intended tointended, or would could reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any of the other actions or transactions contemplated under by the Merger Agreement. The Shareholder Any such vote shall not take be cast or commit consent shall be given in accordance with such procedures relating thereto so as to 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 agree to take any action inconsistent with the foregoingconsent.

Agreement to Vote Shares. Shareholder agrees that, from and after the date hereof until the Expiration Date (as defined in Section 2 below), at At any meeting of the shareholders of M-CO Company Shareholders or at any adjournment or postponement thereof, in any action by written consent or in connection with any written other circumstances upon which Securityholder’s vote, consent of the shareholders of M-COor other approval is sought, Shareholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (b) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. Securityholder shall vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) coveringas applicable, all of the Shares and any New Shares Subject Securities then owned by the Securityholder that such Shareholder shall be are then entitled to so votebe voted: (a) in favor of: (i) in favor the Scheme of adoption and approval of Arrangement at the MergerScheme Meeting (or any adjourned meeting thereof), the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; (ii) against 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 (iv) any other resolution necessary or desirable to implement the 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 thereby, (ii) any action, transaction proposal, transaction, or agreement presented for a shareholder vote or action by consent that would which could reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty warranty, or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates the Company under the Merger Transaction Agreement or of Securityholder under this Agreement, and (iii) any action, proposal, transaction, or agreement that would reasonably be expected to result in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postponediscourage, discourage adversely affect, or materially and adversely affect inhibit the timely consummation of the Merger Transactions or any the fulfillment of the other actions or transactions contemplated conditions to Closing under the Merger Transaction Agreement. The Shareholder Securityholder agrees that the Subject Securities then owned by the Securityholder that are entitled to be voted shall be voted (or caused to be voted) as set forth in the preceding sentence whether or not take such Securityholder’s vote, consent or commit other approval is sought on only one or agree to take on any action inconsistent with combination of the foregoingmatters set forth in this Section 2 and at any time or at multiple times during the term of this Agreement.

Agreement to Vote Shares. Shareholder (a) The Stockholder agrees that, from and after the date hereof until prior to the Expiration Date Time (as defined in Section 2 4 below), at any meeting of the shareholders stockholders of M-CO the Company or any adjournment or postponement thereof, or in connection with any written consent of the shareholders stockholders of M-COthe Company, Shareholder with respect to the Merger, the Merger Agreement, any Takeover Proposal or the proposal to approve the issuance of the Company’s Common Stock as set forth in proposals 2 and 3 in the Company’s proxy statement dated April 1, 2015 (the “NYSE Approval Proposal”), the Stockholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (bi) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. (ii) from and after the date hereof until the Expiration Time, vote (or cause to be voted), ) or deliver a written consent (or cause a written consent to be delivered) covering, covering all of the Shares and any New Shares that such Shareholder Stockholder shall be entitled to so vote: (iA) in favor of adoption and approval of the Merger, Merger Agreement and all other transactions contemplated by the Merger Agreement as to which stockholders of the Company are called upon to vote or consent in favor of any matter necessary for consummation of the Merger and the other transactions contemplated by the Merger Agreement, any and all other agreements related to including the Merger or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effectiveNYSE Approval Proposal; (iiB) against any action, transaction action or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO the Company or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-COthe Company’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; and (iiiC) against any M-CO Takeover Proposal presented for a shareholder vote Proposal, or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any of the and all other actions or transactions contemplated under by the Merger AgreementAgreement (collectively, the “Transaction Approval Matters”). The Shareholder Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing. (b) Notwithstanding the foregoing and subject to Section 4, if the Board of Directors of the Company has effected (and not withdrawn) an Adverse Recommendation Change with respect to an Intervening Event in accordance with the Merger Agreement, then the obligation of the Stockholder to vote the Shares as to which the Stockholder controls the right to vote in the manner set forth above in this Section 2 shall be modified such that the Stockholder, together with the other stockholders of the Company entering into substantially similar voting agreements with Parent on or about the date hereof (the “Other Voting Agreements”), shall only be required to collectively vote an aggregate number of Shares (for this purpose meaning Shares as defined herein together with Shares as defined in the Other Voting Agreements (collectively, the “Covered Shares”)) equal to thirty-five percent (35%) of the total voting power of the outstanding capital stock of the Company as of the record date for the meeting at which such vote is taken with respect to the Transaction Approval Matters in the manner set forth above in this Section 2, and the number of Shares subject to this Agreement and all Other Voting Agreements in excess of that percentage shall be voted on a pro rata basis on the Transaction Approval Matters in a manner equivalent to the proportion of votes “For” and “Against” or abstain on the applicable Transaction Approval Matters by the shares of Company Common Stock other than the Covered Shares that are voted on the Transaction Approval Matters. (c) For the avoidance of doubt, nothing in this Agreement shall require any Stockholder to vote or otherwise consent to any amendment to the Merger Agreement 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 or (iii) extends the Outside Date. Except as expressly set forth in this Section 2, Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matters presented to the stockholders of the Company.

Agreement to Vote Shares. Shareholder agrees that, from and after The Stockholder covenants to the date hereof until Parent as follows: (a) Until the Expiration Date (as defined in Section 2 below)Date, at any meeting of the shareholders stockholders of M-CO or any the Company, however called, and at every adjournment or postponement thereof, and on every action or in connection with any approval by written consent of the shareholders of M-CO, Shareholder shall: a. if such meeting or written consent pertains to any stockholders of the matters described in subparagraph Company, the Stockholder shall (bi) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat (in person or by proxy) for purposes of calculating a quorum; and b. vote quorum and (or cause to be voted)ii) vote, or deliver a written exercise its right to consent (or cause a written consent to be delivered) coveringwith respect to, all of Shares held by the Shares Stockholder (1)(A) to adopt and any New Shares that such Shareholder shall be entitled approve the Merger Agreement, (B) to so vote: approve and adopt the Merger Agreement and the transactions contemplated thereby, (iC) in favor of adoption any matter that could reasonably be expected to facilitate the Merger and approval of the Merger, transactions contemplated by the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; (iiD) against any actionAcquisition Proposals, transaction or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, to impede, interfere with, delay, postpone, discourage postpone or materially and adversely affect the consummation of the Merger and the transactions contemplated in the Merger Agreement and (2) to approve any proposal to adjourn or any postpone the meeting to a later date, if there are not sufficient votes for the issuance of the other actions or transactions contemplated under shares of Company Capital Stock by virtue of the Merger Agreementon the date on which such meeting is held. The Shareholder Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing. (b) If the Stockholder is the beneficial owner, but not the record holder, of Xxxxxx, the Stockholder agrees to take all actions necessary to cause the record holder and any nominees to be present (in person or by proxy) and vote all the Stockholder’s Shares in accordance with this Section 3. (c) In the event of a stock split, stock dividend or distribution, or any change in the Company Capital Stock by reason of any split-up, reverse stock split, recapitalization, combination, reclassification, reincorporation, exchange of shares or the like, the term “Shares” shall be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities into which or for which any or all of such shares may be changed or exchanged or which are received in such transaction.

Agreement to Vote Shares. Shareholder Subject to the terms of this Agreement, each Holder irrevocably and unconditionally agrees that, from and after the date hereof of this Agreement and until the Expiration Date (as defined in Section 2 below)Time, at any every meeting of the shareholders stockholders of M-CO or the Company, however called, with respect to any of the following, and at every adjournment or postponement thereof, and on every action or in connection with any approval proposed to be taken by written consent of the shareholders stockholders of M-CO, Shareholder shall: a. if such meeting or written consent pertains the Company with respect to any of the matters described in subparagraph (b) belowfollowing, each Holder shall appear at such meeting (in person or by proxy) or otherwise cause the Shares and (to the extent that any New of the Shares (as defined are not purchased in Section 3 belowthe Offer) to be counted as present thereat for purposes of calculating a quorum; and b. quorum and shall vote (or cause to be voted), ) or deliver a written consent (or cause a written consent to be delivered) covering, covering all of the Shares and any New Shares that such Shareholder 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: (ia) in favor of (i) the adoption and approval of the Merger, the Merger Agreement, any Agreement and all other agreements related to transactions contemplated by the Merger Agreement (if applicable) and (ii) any proposal to adjourn or contemplated under 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 Merger Agreement and any and all other actions or the transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effectivethereby (if applicable); (iib) against (i) any action, transaction proposal, or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to) prevent, impede, interfere with, delay, postpone, discourage postpone or materially and 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 Company or any amendment of the certificate of incorporation of the Company or (iii) any Acquisition Proposal and (c) in favor of any other matter expressly contemplated by the Merger Agreement and necessary for consummation of the Merger or any of the other actions or transactions contemplated under by the Merger Agreement, which is considered at any such meeting of the stockholders of the Company. The Shareholder Until such Shares are purchased in the Offer, each Holder shall retain at all times the right to vote the Shares in such Holder’s sole discretion, and without any other limitation, on any matters other than those set forth in this Section 3 that are at any time or from time to time presented for consideration to the Company’s stockholders generally including, but not take or commit or agree to take any action inconsistent with limited to, voting in favor of the foregoingmatters set forth in the Company’s definitive Proxy Statement for its 2019 Annual Meeting of Stockholders.

Agreement to Vote Shares. Shareholder The Stockholder agrees that, from and after the date hereof until prior to the Expiration Date (as defined in Section 2 below), at any meeting of the shareholders stockholders of M-CO the Company or any adjournment or postponement thereof, with respect to the Merger, the Merger Agreement or in connection with any written consent of Company Acquisition Proposal, the shareholders of M-CO, Shareholder Stockholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. (b) from and after the date hereof until the Expiration Date, vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, all of the Shares and any New Shares that such Shareholder shall be entitled to so vote: ): (i) in favor of adoption and approval of the Merger, the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any the approval of the Merger and all the other actions or transactions contemplated under by the Merger Agreement thereby as to which may be presented stockholders of the Company are called upon to vote or consent in favor of any matter necessary for a vote at a shareholder meeting at a time when consummation of the S-4 is effectiveMerger and the other transactions contemplated by the Merger Agreement; (ii) against any action, transaction action or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO the Company or any of its Subsidiaries subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-COthe Company’s or any of its Subsidiaries’ subsidiaries or Affiliates’ obligations under the Merger Agreement not being fulfilled; and (iii) against any M-CO Takeover Proposal presented for a shareholder vote Company Acquisition Proposal, or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any of the and all other actions or transactions contemplated under by the Merger Agreement. The Shareholder Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote Shares. Shareholder agrees that, from and after the date hereof until (a) Prior to the Expiration Date (as defined in Section 2 below)Date, at any every meeting of the shareholders Stockholders of M-CO Seller called, and at every adjournment, postponement or any adjournment or postponement rescheduling thereof, and on every action or in connection with any approval by written consent of the shareholders stockholders of M-COSeller, Shareholder Stockholder (in Stockholder’s capacity as such and not in any other capacity) shall: a. if such meeting , or written consent pertains to any of the matters described in subparagraph (b) below, appear at such meeting or otherwise shall cause the Shares and holder of record of any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, all of the Shares and on any New Shares that such Shareholder shall be entitled to so vote: applicable record date to, vote the Shares: (i) in favor of the approval and adoption and approval of the Merger, the Merger Stock Purchase Agreement, any and all other agreements related to in favor of the Merger or contemplated under Contemplated Transactions, including the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; Share Acquisition; (ii) against any action, transaction approval or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect adoption of any covenant, representation or warranty Competing Transaction Proposal or any other obligation proposal made in opposition to or agreement of M-CO or any of its Subsidiaries or Affiliates under in competition with the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilledContemplated Transactions; and (iii) against any M-CO Takeover Proposal presented for a shareholder vote actions (other than those actions that relate to the Contemplated Transactions or action are otherwise permitted by consent; and (iv) against any agreementthe Stock Purchase Agreement, actionincluding, transaction or other matter presented for a shareholder vote or action by consent that is intended but not limited to, Section 5.07 of the Stock Purchase Agreement) to the extent that such actions are intended, or would could reasonably be expected to, in any material respect, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation Contemplated Transactions. (b) Prior to the Expiration Date, at any meeting of the Merger stockholders of Seller held to approve the Stock Purchase Agreement and the Contemplated Transactions, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum. (c) Prior to the Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3. (d) Notwithstanding the foregoing and any other provision of this Agreement, nothing in this Agreement shall be deemed to restrict in any way the ability of Stockholder to encourage, solicit, initiate or engage in discussions or negotiations with any Person, or encourage or solicit proposals from any Person, with respect to either (i) any purchase, sale or other disposition of Seller’s commercial business (which, for the avoidance of doubt, does not include any of the current operations of the Acquired Companies or any of its Subsidiaries), or (ii) any merger, acquisition, consolidation or similar business combination involving the sale of Seller subsequent to a sale of the Acquired Companies to Buyer, provided that, in the case of any transaction referred to in clause (i) or (ii) above, neither the execution, delivery and/or performance of any definitive agreement with respect to such transaction, nor the consummation of such transaction, would be reasonably expected to prevent or render impractical, or otherwise frustrate or impede in any material respect, the Contemplated Transactions. For purposes of this Agreement, no inquiry, proposal, indication of interest or offer from any Person with respect to any of the transactions referred to in clauses (i) and (ii) of the preceding sentence (as limited by the proviso set forth in the preceding sentence) shall be deemed to be a Competing Transaction Proposal. (e) Notwithstanding any other actions or transactions contemplated under provision of this Agreement, Stockholder will not be required to vote in favor of the Merger Agreement. The Shareholder shall Share Acquisition if the Buyer Parties and Seller amend the Stock Purchase Agreement and such amendment is not take or commit or agree to take any action inconsistent with unanimously approved by the foregoingBoard of Directors of Seller.

Agreement to Vote Shares. Shareholder agrees that, from and after During the date hereof until the Expiration Date Option Period (as ------------------------ defined in Section 2 below2.2), at any meeting of the shareholders stockholders of M-CO or Company called to consider and vote upon the adoption of the Merger Agreement (and at any adjournment or postponement and all postponements and adjournments thereof), or and in connection with any action to be taken in respect of the adoption of the 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 shareholders Subject Shares, now owned or hereafter acquired, in favor of M-CO, Shareholder shall: a. if the adoption of the Merger Agreement and in favor of any other matter necessary for the consummation of the transactions contemplated by the Merger Agreement and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. During the 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 pertains of stockholders of Company, Stockholder shall vote or cause to any be voted (including by written consent, if applicable) all of the matters described in subparagraph Subject Shares against such Other Proposal. For purposes of this Agreement, the term "Other Proposal" means any (ba) below, appear at such meeting or otherwise cause the Shares and any New Shares Acquisition Proposal (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, all of the Shares and any New Shares that such Shareholder shall be entitled to so vote: (i) in favor of adoption and approval of the Merger, the Merger Agreement, any and all ) or (b) other agreements related to the Merger action which is intended or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; (ii) against any action, transaction or agreement presented for a shareholder vote or action by consent that would could reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, materially impede, interfere with, delay, postpone, discourage delay or materially and adversely affect the consummation of the Merger or any of the other actions or transactions contemplated under by the Merger Agreement or this Agreement; provided, however, that neither the Merger nor any other transaction contemplated by the Merger Agreement to be consummated by Company, Parent or Purchaser in connection with the Merger shall constitute an Other Proposal. The Shareholder Stockholder shall not take enter into any agreement or commit understanding with any person or agree to take any action inconsistent with entity the foregoingeffect of which would be violative of the provisions and agreements contained in this Section 1.1.

Agreement to Vote Shares. Shareholder agrees that, from and after the date hereof until the Expiration Date (as defined in Section 2 below), at any a) At every meeting of the shareholders of M-CO or any Company Stockholders called, and at every adjournment or postponement thereof, and on every action or in connection with any approval by written consent of the shareholders Company Stockholders, Stockholder (in Stockholder’s capacity as a Company Stockholder) shall, or shall cause the holder of M-COrecord on any applicable record date to, Shareholder shallvote the Shares: a. if such meeting or written consent pertains to any of the matters described in subparagraph (b) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, all of the Shares and any New Shares that such Shareholder shall be entitled to so vote: (i) in favor of the adoption and approval of the MergerMerger Agreement (as it may be amended from time to time), and in favor of each of the other transactions contemplated by the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; ; (ii) against any action, transaction or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect approval of any covenantproposal made in opposition to, representation or warranty in competition with, consummation of the Offer, the Merger or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under transactions contemplated by the Merger Agreement or that would reasonably be expected to result in Agreement; and (iii) against any of the conditions following actions (other than those actions that relate to M-CO’s the Offer, the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, or reorganization of the Company or any of its Subsidiaries’ , (B) any sale, lease or Affiliates’ obligations under transfer of any significant part of the Merger Agreement not being fulfilled; assets of the Company or any of its Subsidiaries, (iiiC) against any M-CO Takeover Proposal presented for a shareholder vote reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, or (E) any other action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended tointended, or would could reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of Offer, the Merger or any of the other actions or transactions transaction contemplated under by the Merger Agreement. The Shareholder . (b) In the event that a meeting of the Company Stockholders is held, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum. (c) Stockholder shall not take enter into any contract or commit agreement with any Person to vote or agree to take give instructions in any action manner inconsistent with the foregoingterms of this Section 3.

Agreement to Vote Shares. Shareholder agrees that, from and after the date hereof until the Expiration Date (as defined in Section 2 below), at any At every meeting of the shareholders stockholders of M-CO or any Avanex called, and at every adjournment or postponement thereof, and on every action or in connection with any approval by written consent of the shareholders stockholders of M-COAvanex, Shareholder Stockholder (in its, his or her capacity as such) shall: a. if such meeting , or written consent pertains to shall cause the holder of record on any applicable record date to, vote the Shares (i) in favor of approval of each of the matters described Alcatel Share Issuance and the Corning Share Issuance and (ii) against any action or agreement that would reasonably be expected to result in subparagraph (b) belowthe failure to satisfy any conditions to the Alcatel Share Issuance or the Corning Share Issuance. Stockholder further agrees that Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting the Avanex Stockholders’ Meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating establishing a quorum; and b. . Prior to the Expiration Date, the Stockholder shall not take any action or enter into any agreement or understanding with any person to vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, all give instructions in any manner inconsistent with the terms of this Section 3. Without limiting the generality of the Shares and foregoing, the Stockholder agrees that neither it, he or she nor any New Shares that such Shareholder shall be entitled to so vote: of its subsidiaries (iif the Stockholder is not a natural person) in favor of adoption and approval nor any of the Mergerofficers and 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 Merger AgreementStockholder 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 any solicitation (as defined in Regulation 14A of the Rules and all other agreements related Regulations promulgated by the Securities and Exchange Commission pursuant to the Merger Exchange Act) of other stockholders of Avanex against the Alcatel Share Issuance or contemplated under the Merger Agreement and any and all other actions Corning Share Issuance or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; (ii) against any action, transaction action or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in the failure to satisfy any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-CO’s the Alcatel Share Issuance or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any of the other actions or transactions contemplated under the Merger Agreement. The Shareholder shall not take or commit or agree to take any action inconsistent with the foregoingCorning Share Issuance.

Agreement to Vote Shares. Shareholder The Stockholder agrees that, from and after the date hereof until prior to the Expiration Date (as defined in Section 2 below), at any meeting of the shareholders of M-CO or any adjournment or postponement thereof, or in connection with any written consent of the shareholders of M-CO, Shareholder Stockholder shall: a. if such (a) whether at a meeting or by written consent pertains consent, vote (or cause to any be voted) all of the matters described in subparagraph (b) below, appear at such meeting or otherwise cause the Shares and any New Shares (as such term is defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, all of the Shares and any New Shares that such Shareholder Stockholder shall be entitled to so vote: vote (the “Covered Shares”), in favor of (i) in favor of adoption adopting and approval of the Merger, the Merger Agreement, any and all other agreements related to the Merger or contemplated under approving the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when Transactions (including the S-4 is effective; Company Charter Amendment), (ii) against any action, transaction or agreement presented for a shareholder vote or action by consent matter that would could reasonably be expected to result in a breach in any material respect of any covenantfacilitate the Mergers and the Transactions, representation or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; and (iii) against any M-CO Takeover Proposal presented Acquisition Proposals for a shareholder vote the Company, or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impedeto impeded, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Mergers or the Transactions; (b) in furtherance of subsection (a), promptly following the declaration of effectiveness of the Registration Statement, but in any case within five (5) Business Days thereafter, take any action reasonably necessary to cause the Covered Shares held by the Stockholder to be voted in favor of the adoption and approval of the Merger Agreement and the Transactions (including the Company Charter Amendment), including the execution of the stockholder written consent in substantially the form attached hereto as Exhibit A (with any such modifications as may be reasonably requested by the officers of the Company); and (c) at any meeting of the stockholders of the Company or any adjournment or postponement thereof, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for purposes of calculating a quorum and at any such meeting, vote (or cause to be voted) all Covered Shares to approve any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the adoption of the other actions or transactions contemplated under Merger Agreement on the Merger Agreementdate on which such meeting is held. The Shareholder Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing. For the avoidance of doubt, the Stockholder and its controlled Affiliates shall retain at all times the right to vote, respectively, the Covered Shares held by it or them in its and their sole discretion and without any limitation on any matter other than those set forth in this Section 1 that is at any time or from time to time presented for consideration to the Company’s stockholders.

Agreement to Vote Shares. Shareholder Each Stockholder agrees that, from and after the date hereof until prior to the Expiration Date (as defined in Section 2 below), at any meeting of the shareholders stockholders of M-CO Homology or any adjournment or postponement thereof, or in connection with any written consent of the shareholders stockholders (or any class or series of M-COstockholders, Shareholder as applicable) of Homology, with respect to the Merger, the Merger Agreement or any Acquisition Proposal, such Stockholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and; b. (b) from and after the date hereof until the Expiration Date, vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, covering all of the Shares and any New Shares that such Shareholder Stockholder shall be entitled to so vote: (i) in favor of adoption (A) all of the Homology Stockholder Matters and approval of (B) any matter that could reasonably be expected to facilitate the Merger, the Merger Agreement, any Concurrent Financing and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effectiveContemplated Transactions; (ii) against any action, transaction action or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenantrepresentation, representation warranty, covenant or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under Homology in the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilledAgreement; (iii) against any M-CO Takeover Proposal presented for a shareholder vote Acquisition Proposal, or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any Merger, the Concurrent Financing and all of the other actions Contemplated Transactions; (iv) to approve any proposal to adjourn or transactions contemplated under postpone the meeting to a later date, if there are not sufficient votes for the adoption of the Merger Agreement. The Shareholder shall not take or commit or agree to take any action inconsistent with Agreement on the foregoingdate on which such meeting is held.

Agreement to Vote Shares. The Shareholder agrees that, from and after the date hereof until prior to the Expiration Date (as defined in Section 2 below)Date, at any meeting of the shareholders holders of M-CO Class A Common Stock and/or Class B Common Stock, or any adjournment or postponement thereof, or in connection with the solicitation of one or more written consents from the holders of Class A Common Stock and/or Class B Common Stock, with respect to the Merger Agreement or any written consent of the shareholders of M-COtransactions contemplated thereby (including the Merger) or any Acquisition Proposal, the Shareholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at attend such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. (b) vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, all of the Shares and any New Shares that such Shareholder shall be entitled to so vote: vote (i) in favor of adoption and approval of the Merger, the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or the transactions contemplated under thereby, including the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effectiveMerger; (ii) against any action, transaction action or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty warranty, or any other obligation or agreement of M-CO Company contained in the Merger Agreement or any of its Subsidiaries the Shareholder contained in this Agreement, or Affiliates that would preclude fulfillment of a condition under the Merger Agreement or that would reasonably be expected to result in any of Company’s and Buyer’s respective obligations to consummate the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilledMerger; and (iii) against any M-CO Takeover Proposal presented for a shareholder vote Acquisition Proposal, or action by consent; and (iv) against any agreement, action, agreement or transaction or other matter presented for a shareholder vote or action by consent that is intended tointended, or would could reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any of the other actions or transactions contemplated under by the Merger Agreement. The Shareholder Any such vote shall not take be cast or commit consent shall be given in accordance with such procedures relating thereto so as to 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 agree to take any action inconsistent with the foregoingconsent.

Agreement to Vote Shares. Shareholder Each Stockholder agrees that, from and after the date hereof until prior to the Expiration Date (as defined in Section 2 below), at any meeting of the shareholders stockholders of M-CO the Company or any adjournment or postponement thereof, or in connection with any written consent of the shareholders stockholders (or any class or series of M-COstockholders, Shareholder as applicable) of the Company, with respect to the Merger, the Merger Agreement or any Acquisition Proposal, such Stockholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and; b. (b) from and after the date hereof until the Expiration Date, vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, covering all of the Shares and any New Shares that such Shareholder Stockholder shall be entitled to so vote: (i) in favor of (A) adoption and approval of the Merger, the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and the approval of the Contemplated Transactions and (B) any and all other actions or transactions contemplated under matter that could reasonably be expected to facilitate the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when and the S-4 is effectiveContemplated Transactions; (ii) against any actionAcquisition Proposal, transaction or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any and all of the other actions Contemplated Transactions; (iii) to approve any proposal to adjourn or transactions contemplated under postpone the meeting to a later date, if there are not sufficient votes for the adoption of the Merger AgreementAgreement on the date on which such meeting is held. The Shareholder Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing, and (iv) where applicable, in favor of an election to convert all of the Company Preferred Stock held by Stockholder into Company Common Stock.

Agreement to Vote Shares. Shareholder agrees that, from and after (a) From the date hereof until the earlier of (x) the receipt of the Company Stockholder Approval and (y) the Expiration Date (as defined in Section 2 below)Date, at any every meeting of the shareholders of M-CO or any Company Stockholders, and at every adjournment or postponement thereof, and on every action or in connection with any approval by written consent of the shareholders of M-COCompany Stockholders, Shareholder shall: a. if such meeting or written consent pertains the Stockholder (in the Stockholder’s capacity as such) agrees, unconditionally and irrevocably, to any of the matters described in subparagraph (b) below, appear at each such meeting or otherwise cause the all Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. vote (or cause quorum and to be voted)vote, or deliver a written consent (or to cause a written consent the holder of record on any applicable record date to be delivered) coveringvote, all of the Shares and any New Shares that such Shareholder shall be are then-owned by the Stockholder and entitled to so vote: vote or act by written consent: (i) in favor of (A) the First Merger, (B) the adoption and approval of the Merger, the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any the terms thereof, and all (C) each of the other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; Contemplated Transactions; (ii) against any action, transaction or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect approval of any covenantproposal made in opposition to, representation in competition with, or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under inconsistent with, the Merger Agreement or that would reasonably be expected to result in the Mergers or any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; other Contemplated Transactions; (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected toto materially, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger Mergers or any of the other actions Contemplated Transactions, including against any Company Acquisition Proposal; (iv) in favor of any proposal to adjourn or transactions contemplated under postpone any Company Stockholders’ Meeting to a later date if there are not sufficient votes for the approval of the Merger Agreement on the date on which such meeting is held to the extent permitted or required pursuant to Section 6.03 of the Merger Agreement; and (v) in favor of any other matter necessary or appropriate to effect the consummation of the Contemplated Transactions, including the Mergers. The Shareholder Stockholder shall retain at all times the right to vote the Stockholder’s Shares in the Stockholder’s sole discretion and without any other limitation on any matters other than those set forth in clauses (i) through (iv), above, that are at any time or from time to time presented for consideration to the Company Stockholders generally. (b) The Stockholder shall not take enter into any agreement or commit understanding with any Person to vote or agree to take give instructions in any action manner inconsistent with the foregoingterms of this Section 3.

Agreement to Vote Shares. Shareholder agrees that, from and after (a) From the date hereof until the earlier of (x) the receipt of the Parent Stockholder Approval and (y) the Expiration Date (as defined in Section 2 below)Date, at any every meeting of the shareholders of M-CO or any Parent Stockholders, and at every adjournment or postponement thereof, and on every action or in connection with any approval by written consent of the shareholders of M-COParent Stockholders, Shareholder shall: a. if such meeting or written consent pertains the Stockholder (in the Stockholder’s capacity as such) agrees, unconditionally and irrevocably, to any of the matters described in subparagraph (b) below, appear at each such meeting or otherwise cause the all Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. vote (or cause quorum and to be voted)vote, or deliver a written consent (or to cause a written consent the holder of record on any applicable record date to be delivered) coveringvote, all of the Shares and any New Shares that such Shareholder shall be are then-owned by the Stockholder and entitled to so vote: vote or act by written consent: (i) in favor of adoption the proposal to issue Parent Shares (the “Parent Share Issuance”) in connection with the First Merger and approval of the Merger, in accordance with the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; ; (ii) against any action, transaction or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect approval of any covenantproposal made in opposition to, representation in competition with, or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under inconsistent with the Merger Agreement or that would reasonably be expected to result in the Mergers or any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under other Contemplated Transactions, including the Merger Agreement not being fulfilled; Parent Share Issuance; (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected toto materially, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger Mergers or any of the other actions Contemplated Transactions, including the Parent Share Issuance; (iv) in favor of any proposal to adjourn or transactions contemplated under postpone any Parent Stockholders’ Meeting to a later date if there are not sufficient votes for the approval of the Parent Share Issuance on the date on which such meeting is held to the extent permitted or required pursuant to Section 6.03 of the Merger Agreement; and (v) in favor of any other matter necessary or appropriate to effect the consummation of the Contemplated Transactions, including the Mergers and the Parent Share Issuance. The Shareholder Stockholder shall retain at all times the right to vote the Stockholder’s Shares in the Stockholder’s sole discretion and without any other limitation on any matters other than those set forth in clauses (i) through (iv), above, that are at any time or from time to time presented for consideration to Parent Stockholders generally. (b) The Stockholder shall not take enter into any agreement or commit understanding with any Person to vote or agree to take give instructions in any action manner inconsistent with the foregoingterms of this Section 3.

Agreement to Vote Shares. Shareholder Stockholder agrees that, from and after the date hereof until prior to the Expiration Date (as defined in Section 2 below), at any meeting of the shareholders stockholders of M-CO the Company or any adjournment or postponement thereof, or in connection with any written consent of the shareholders stockholders of M-COthe Company, Shareholder with respect to the Merger, the Merger Agreement or any Company Acquisition Proposal, Stockholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and; b. (b) vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, covering all of the Shares and any New Shares that such Shareholder Stockholder shall be entitled to so vote: (i) in favor of adoption and approval of the Merger, the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; (ii) against any action, transaction action or agreement presented for a shareholder vote or action by consent that that, to the knowledge of Stockholder, would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO the Company or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-COany Party’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; and (iii) against any M-CO Takeover Proposal presented for a shareholder vote Company Acquisition Proposal, or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any of the and all other actions or transactions contemplated under by the Merger Agreement. The Shareholder Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote Shares. Shareholder Each CNB Stockholder hereby agrees that, from and after that during the period commencing on the date hereof and continuing until the Expiration Date (as defined in Section 2 below)termination of this Agreement, at any meeting of the shareholders stockholders of M-CO or any adjournment or postponement thereofCNB, however called, or in connection with any written consent of the shareholders stockholders of M-COCNB, Shareholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (b) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. CNB Stockholder shall vote (or cause to be voted)) all Shares held of record or Beneficially Owned by such CNB Stockholder, whether currently owned or deliver a written consent (or cause a written consent to be delivered) coveringhereafter acquired, all of the Shares and any New Shares that such Shareholder shall be entitled to so vote: (i) in favor of adoption and approval of the Merger, the execution and delivery by CNB of the Merger Agreement, any and all the approval of the terms thereof and each of the other agreements related to the Merger or actions contemplated under by the Merger Agreement and this Agreement and any actions required in furtherance thereof and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effectivehereof; (ii) against any action, transaction action or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates CNB under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilledAgreement; 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 Merger Agreement): (A) any M-CO Takeover Proposal presented for extraordinary corporate transaction, such as a shareholder vote or action by consent; and (iv) against any agreementmerger, action, transaction consolidation or other matter presented for business combination involving CNB; (B) a shareholder vote sale, lease or action by consent that is intended totransfer of a material amount of assets of CNB, or would a reorganization, recapitalization, dissolution or liquidation of CNB; (C) (1) any change in a majority of the persons who constitute the board of directors of CNB; (2) any change in the present 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 (4) any other action which is intended, or could reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage delay or materially postpone the Merger or otherwise have a Material Adverse Effect. Each CNB Stockholder agrees that it shall not enter into any agreement or understanding with any Person the effect of which would be inconsistent with or violate any of the provisions and adversely affect the consummation agreements contained in this Section 2. Each CNB Stockholder acknowledges receipt and review of a copy of the Merger or any of the other actions or transactions contemplated under the Merger Agreement. The Shareholder shall not take or commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote Shares. Shareholder The Stockholder agrees that, from and after the date hereof until prior to the Expiration Date (as defined in Section 2 below)Date, at any meeting of the shareholders stockholders of M-CO the Company, or any adjournment or postponement thereof, or in connection with any written consent of the shareholders stockholders of M-COthe Company, Shareholder with respect to the Merger Agreement or any of the transactions contemplated thereby (including the Merger and the Upstream Merger) or any Acquisition Proposal, the Stockholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. (b) vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, all of the Shares and any New Shares that such Shareholder Stockholder shall be entitled to so vote: vote (i) in favor of adoption and approval of the Merger, Merger and the Upstream Merger and the other transactions contemplated by the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; (ii) against any action, transaction action or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty warranty, or any other obligation or agreement of M-CO the Company contained in the Merger Agreement or any of its Subsidiaries the Stockholder contained in this Agreement, or Affiliates that would preclude fulfillment of a condition under the Merger Agreement or that would reasonably be expected to result in any of the conditions Company’s and Buyers’ respective obligations to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under consummate the Merger Agreement not being fulfilledMerger; and (iii) against any M-CO Takeover Proposal presented for a shareholder vote Acquisition Proposal, or action by consent; and (iv) against any agreement, action, agreement or transaction or other matter presented for a shareholder vote or action by consent that is intended tointended, or would could reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any of the other actions or transactions contemplated under by the Merger Agreement. The Shareholder Any such vote shall not take be cast or commit consent shall be given in accordance with such procedures relating thereto so as to 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 agree to take any action inconsistent with the foregoingconsent.

Agreement to Vote Shares. Shareholder Each Stockholder agrees that, from and after the date hereof until prior to the Expiration Date (as defined in Section 2 3 below), at any meeting of the shareholders stockholders of M-CO the Company or any adjournment or postponement thereof, or in connection with any written consent of the shareholders stockholders of M-COthe Company, Shareholder with respect to the Merger, the Merger Agreement or any Acquisition Proposal, such Stockholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at each such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. (b) from and after the date hereof until the Expiration Date, vote (or cause to be voted), in person or by proxy, or if applicable, deliver a written consent (or cause a written consent to be delivered) covering, covering all of the Shares and any New Shares that such Shareholder Stockholder shall be entitled to so vote: (i) in favor of adoption and approval of the Merger, Merger Agreement and all other transactions contemplated by the Merger Agreement as to which stockholders of the Company are called upon to vote or consent in favor of any matter necessary for consummation of the Merger and the other transactions contemplated by the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; (ii) against any action, transaction action or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO the Company or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-COthe Company’s or any of its Subsidiaries’ Subsidiaries or Affiliates’ obligations under the Merger Agreement not being fulfilled; and (iii) against (A) any M-CO Takeover Proposal presented for a shareholder vote or action by consent; and Acquisition Proposal, (ivB) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger and all other transactions contemplated by the Merger Agreement, (C) any reorganization, recapitalization, dissolution or liquidation of the Company or any of its Subsidiaries, (D) any change in the other actions majority of the Board of Directors and (E) any material change in the capitalization of the Company or transactions contemplated under the Merger AgreementCompany’s corporate structure. The Shareholder No Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote Shares. Shareholder agrees that, from and after (a) From the date hereof until through the Expiration Date (as defined valid termination of this Agreement in accordance with Section 2 below)6, at any meeting of the shareholders of M-CO Company Shareholder Meeting or any adjournment or postponement thereof, in any action by written consent or in connection with any written other circumstances upon which the Shareholder’s vote, consent or other approval is sought, the Shareholder hereby irrevocably and unconditionally agrees, during the term of the shareholders of M-COthis Agreement, Shareholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (b) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. vote (in person, by proxy or cause through irrevocable instructions to be votedsuch Shareholder’s broker, including pursuant to the Forms of Proxy), or deliver a written consent (or cause a written consent to be delivered) covering, all of the Shares and any New Subject Shares that such Shareholder shall be entitled to so voteare then beneficially owned or owned of record by the Shareholder: (i) in favor of: (1) the Scheme of adoption 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 approval (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 Merger, the Merger Transaction Agreement, or any and all other agreements related Contract or arrangement that would have the effect of waiving, amending or modifying the Transaction Agreement, in each case that would be less favorable in any material respect to the Merger or contemplated under Shareholder than the Merger Transaction Agreement as in effect on the date hereof and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; (ii) against against: (1) any resolution to approve an Acquisition Proposal (including any resolution to approve a scheme of arrangement relating thereto), (2) any action, transaction proposal, transaction, or agreement presented for a shareholder vote or action by consent Contract that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty warranty, or any other obligation or agreement agreement, of M-CO the Company or any of its Subsidiaries or Affiliates Bidco under the Merger Transaction Agreement or of the Shareholder under this Agreement and (3) any action, proposal, transaction, or Contract that would reasonably be expected to result in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postponediscourage, discourage adversely affect, or materially and adversely affect inhibit the timely consummation of the Merger Transaction or the fulfillment of any of the conditions to Closing set forth in Article VIII of the Transaction Agreement. (b) For the avoidance of doubt, except as explicitly set forth in Section 2(a), nothing in this Agreement shall limit the right of the Shareholder to vote in favor of, against or abstain with respect to any other actions matters presented to the Company Shareholders that are unrelated to the matters contemplated by the Transaction Agreement, the Scheme of Arrangement and the Company Shareholder Resolution. Nothing in this Agreement shall obligate the Shareholder to exercise any option or transactions contemplated under any other right to acquire any Company Shares; provided that if the Merger Agreement. The Shareholder does exercise any such option or any other right and acquire additional Company Shares in connection thereto, then such additional Company Shares shall not take or commit or agree to take any action inconsistent with the foregoingbe Subject Shares.

Agreement to Vote Shares. Shareholder Shareholder, solely in his, her or its capacity as a shareholder of SWGB, agrees that, from and after the date hereof until the Expiration Date (as defined while this Agreement is in Section 2 below)effect, at any meeting of the shareholders of M-CO SWGB, however called, or at any adjournment or postponement thereof, or in connection with any written 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 the shareholders of M-COSWGB, except as otherwise agreed to in writing in advance by FBMS, Shareholder shall: a. if (a) appear at each such meeting in person or written consent pertains to any of the matters described in subparagraph (b) below, appear at such meeting by proxy or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. (b) vote (or cause to be voted), in person or deliver a written consent (or cause a written consent to be delivered) coveringby proxy, all of the Shares and any New Shares that such as to which the Shareholder shall be entitled has, directly or indirectly, the right to so vote: vote or direct the voting, (i) in favor of adoption and approval of the Merger, the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or the transactions contemplated under thereby (including any amendments or modifications of the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when terms thereof approved by the S-4 is effectiveboard of directors of SWGB 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 Merger Agreement; (iii) against any action, transaction action or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under SWGB contained in the Merger Agreement or that would reasonably be expected to result of Shareholder contained in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consentthis Agreement; and (iv) against any agreement, Acquisition Proposal (as defined in the Merger Agreement) or any other action, agreement or transaction or other matter presented for a shareholder vote or action by consent that is intended tointended, or would could reasonably be expected toexpected, to impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any of the other actions or transactions contemplated under by the Merger Agreement or this Agreement. The Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SWGB, to approve or adopt the Merger Agreement unless this Agreement shall not take or commit or agree to take any action inconsistent have been terminated in accordance with the foregoingits terms.

Agreement to Vote Shares. Shareholder Stockholder agrees that, from and after the date hereof until prior to the Expiration Date (as defined in Section 2 below), at any meeting of the shareholders stockholders of M-CO PLx or any adjournment or postponement thereof, or in connection with any written consent of the shareholders stockholders of M-COPLx, Shareholder with respect to approval of the Merger as contemplated by the Merger Agreement and adoption of the Merger Agreement or any PLx Acquisition Proposal, Stockholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. (b) vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, covering all of the Shares and any New Shares that such Shareholder Stockholder shall be entitled to so vote: (i) in favor of adoption of the Merger Agreement and the approval of the Merger, the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; (ii) against any action, proposal, transaction or agreement presented for a shareholder vote or action by consent that that, to the knowledge of Stockholder, would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates PLx under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-CODPRX’s, AcquireCo’s or any of its Subsidiaries’ or Affiliates’ PLx’s obligations under the Merger Agreement not being fulfilled; and (iii) against any M-CO Takeover Proposal presented for a shareholder vote PLx Acquisition Proposal, or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any of the and all other actions or transactions contemplated under by the Merger Agreement. The Shareholder Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote Shares. Shareholder Each Holder hereby agrees thatto appear, from and after or cause the holder of record on any applicable record date hereof until to appear in person or by proxy for the Expiration Date (as defined in Section 2 below), purpose of obtaining a quorum at any annual or special meeting of shareholders of CC, and at any adjournment thereof at which matters relating to the Merger, the Merger Agreement or any transaction contemplated thereby are considered. At every meeting of the CC shareholders of M-CO or any adjournment or postponement thereof, or in connection called with any written consent of the shareholders of M-CO, Shareholder shall: a. if such meeting or written consent pertains respect to any of the matters described in subparagraph (b) belowfollowing, appear and at such meeting any adjournment thereof, and with respect to every action or otherwise cause approval by written consent of CC shareholders solicited with respect to any of the following, each Holder shall vote the Shares and any New Shares Shares: (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, all of the Shares and any New Shares that such Shareholder shall be entitled to so vote: (ia) in favor of adoption of the Merger Agreement and approval of the Merger and any proposal or action which would, or could reasonably be expected to, facilitate the Merger, including approval of the issuance of the shares of capital stock of CC to be issued in the Merger; (b) against approval of any proposal made in opposition to or competition with consummation of the Merger and the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; ; (iic) against any actionmerger, transaction consolidation or agreement presented for a shareholder vote other business combination of CC with, sale of assets or action stock of CC to, or reorganization or recapitalization involving CC with, any party other than SM as contemplated by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; Agreement; (iiid) against any M-CO Takeover Proposal presented for a shareholder vote liquidation, or action by consentwinding up of CC; and and (ive) against any agreement, action, transaction or other matter presented for a shareholder vote proposal or action by consent that is intended towhich would, or would could reasonably be expected to, impede, interfere withfrustrate, delayprevent, postpone, prohibit or discourage or materially and adversely affect the consummation of the Merger (each of (b) through (e) collectively, an "Opposing Proposal"). Each Holder of Shares, as the holder of voting stock of CC, shall be present, in person or any by proxy, at all meetings of shareholders of CC so that all Shares and New Shares are counted for the other actions or transactions contemplated under purposes of determining the Merger Agreementpresence of a quorum at such meetings. The Shareholder provisions of this Stock Voting Agreement are intended to bind the Holders only with respect to the specific matters set forth herein, and shall not take prohibit any Holder from acting in accordance with any fiduciary duties of such Holder as an officer or commit or agree to take any action inconsistent with the foregoingdirector of CC.

Agreement to Vote Shares. Shareholder agrees that, from and after the date hereof until (a) Until the Expiration Date (as defined in Section 2 below)Date, at any the Cloudera Stockholder Meeting and at every other stockholder meeting of Cloudera called to consider the shareholders of M-CO Cloudera Voting Proposal, and at every postponement or any adjournment or postponement thereof, or in connection with any and on every action proposed to be approved by written consent of the shareholders of M-CO, Shareholder shall: a. if such meeting or written consent pertains Cloudera Stockholders with respect to any of the matters described in subparagraph (b) belowfollowing, appear at such meeting or otherwise cause the Stockholder shall vote all outstanding Shares and any outstanding New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. vote (or cause to be voted4 hereof), to the extent (in the case of securities convertible into, or deliver a written consent (exercisable or cause a written consent to be deliveredexchangeable for, shares of Cloudera Common Stock) covering, all of the any such Shares and any New Shares that such Shareholder shall be entitled to so vote: are capable of being voted: (i) in favor of adoption and the approval of the issuance of shares of Cloudera Common Stock in the Merger, and any proposal to adjourn or postpone any meeting of the stockholders of Cloudera at which the issuance of shares of Cloudera Common Stock in the Merger Agreement, any is submitted for the consideration and all other agreements related vote of the stockholders of Cloudera to a later date if there are not proxies representing a sufficient number of shares of Cloudera Common Stock to approve such matters on the Merger or contemplated under date on which the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; held; (ii) against any action, transaction or agreement presented for a shareholder vote or action Acquisition Proposal made by consent that would reasonably be expected to result in a breach in any material respect of Person (other than Hortonworks) and any covenant, representation or warranty or Acquisition Transaction proposed by any Person (other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilledthan Hortonworks); and (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consent; and (iv) against any agreement, other action, agreement or transaction involving Cloudera or other matter presented for a shareholder vote or action by consent any of the Cloudera Subsidiaries that is intended tointended, or would reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage or materially and adversely affect or prevent the consummation of the Merger or any of the other actions or transactions contemplated under by the Merger Agreement. The Shareholder . (b) Prior to the Expiration Date, Stockholder shall not take enter into any agreement or commit understanding with any person to vote or agree to take give instructions in any action manner inconsistent with this Section 2. (c) Notwithstanding anything to the foregoingcontrary set forth herein, nothing in this Agreement shall prohibit or otherwise impair the right or ability of Stockholder to exercise his or her fiduciary duties in his or her capacity as a director or officer of Cloudera, including by voting in his or her capacity as a director to effect a Cloudera Board Recommendation Change, in each case, in accordance with the terms of the Merger Agreement.

Agreement to Vote Shares. The Shareholder agrees that, from and after the date hereof until prior to the Expiration Date (as defined in Section 2 belowhereof), at any meeting of the shareholders of M-CO Seller, or any adjournment or postponement thereof, or in connection with any written consent of the shareholders of M-COSeller, with respect to the Merger, the Merger Agreement or any Acquisition Proposal, the Shareholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. (b) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of the Shares and any New Shares that such Shareholder shall be entitled to so vote: vote (i) in favor of adoption and approval of the Merger, the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or the transactions contemplated under thereby, including the Merger Agreement which may Merger, and any action that could reasonably be presented for a vote at a shareholder meeting at a time when expected to facilitate the S-4 is effectiveMerger; (ii) against any action, proposal, transaction or agreement presented for a shareholder vote or action by consent that would could reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty warranty, or any other obligation or agreement agreement, of M-CO Seller contained in the Merger Agreement or any of its Subsidiaries the Shareholder contained in this Agreement, or Affiliates that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect, inhibit or preclude the timely consummation of the Merger or the fulfillment of a condition under the Merger Agreement to Seller’s and Buyer’s respective obligations to consummate the Merger or that would reasonably be expected to result change in any manner the voting rights of the conditions any class of shares of Seller (including any amendments to M-COSeller’s articles of incorporation or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilledbylaws); and (iii) against any M-CO Takeover Proposal presented for a shareholder vote Acquisition Proposal, or action by consent; and (iv) against any agreement, action, agreement or transaction or other matter presented for a shareholder vote or action by consent that is intended tointended, or would could reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any of the other actions or transactions contemplated under by the Merger Agreement. The Shareholder Any such vote shall not take be cast or commit consent shall be given in accordance with such procedures relating thereto so as to 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 agree to take any action inconsistent with the foregoingconsent.

Agreement to Vote Shares. Shareholder Each Stockholder agrees that, from and after the date hereof until prior to the Expiration Date (as defined in Section 2 below), at any meeting of the shareholders stockholders of M-CO the Company or any adjournment or postponement thereof, or in connection with any written consent of the shareholders stockholders (or any class or series of M-COstockholders, Shareholder as applicable) of the Company, with respect to the Merger, the Merger Agreement or any Acquisition Proposal, such Stockholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and; b. (b) from and after the date hereof until the Expiration Date, vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, covering all of the Shares and any New Shares that such Shareholder Stockholder shall be entitled to so vote: (i) in favor of the adoption of the Merger Agreement and approval of the Merger, the Merger Agreement, other Contemplated Transactions and any and all other agreements related matter that could reasonably be expected to facilitate the Merger or contemplated under and the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effectiveContemplated Transactions; (ii) against any action, transaction action or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenantrepresentation, representation warranty, covenant or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under the Company in the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilledAgreement; (iii) against any M-CO Takeover Proposal presented for a shareholder vote Acquisition Proposal, or action by consent; and (iv) against any agreement, actiontransaction, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or and any of the other actions Contemplated Transactions; (iv) to approve any proposal to adjourn or transactions contemplated under postpone the meeting to a later date, if there are not sufficient votes for the adoption of the Merger AgreementAgreement on the date on which such meeting is held; and (v) to the extent applicable, in favor of an election to convert all of the Company Preferred Stock held by Stockholder into Company Common Stock. The Shareholder Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote Shares. Shareholder Each Stockholder agrees that, from and after the date hereof until prior to the Expiration Date (as defined in Section 2 below), at any meeting of the shareholders stockholders of M-CO the Company or any adjournment or postponement thereof, or in connection with any written consent of the shareholders stockholders (or any class or series of M-COstockholders, Shareholder as applicable) of the Company, with respect to the Merger, the Merger Agreement or any Acquisition Proposal, such Stockholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and; b. (b) from and after the date hereof until the Expiration Date, vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, covering all of the Shares and any New Shares that such Shareholder Stockholder shall be entitled to so vote: (i) in favor of adoption (A) all of the matters set forth in the Q32 Stockholder Written Consent and approval of (B) any matter that could reasonably be expected to facilitate the Merger, the Merger Agreement, any Concurrent Financing and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effectiveContemplated Transactions; (ii) against any action, transaction action or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenantrepresentation, representation warranty, covenant or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under the Company in the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilledAgreement; (iii) against any M-CO Takeover Proposal presented for a shareholder vote Acquisition Proposal, or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any Merger, the Concurrent Financing and all of the other actions Contemplated Transactions; (iv) to approve any proposal to adjourn or transactions contemplated under postpone the meeting to a later date, if there are not sufficient votes for the adoption of the Merger AgreementAgreement on the date on which such meeting is held; and (v) to the extent applicable, in favor of an election to convert all of the Company Preferred Stock held by Stockholder into Company Common Stock. The Shareholder Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote Shares. Shareholder Shareholder, solely in his, her or its capacity as a shareholder of HSBI, agrees that, from and after the date hereof until the Expiration Date (as defined while this Agreement is in Section 2 below)effect, at any meeting of the shareholders of M-CO HSBI, however called, or at any adjournment or postponement thereof, or in connection with any written 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 the shareholders of M-COHSBI, except as otherwise agreed to in writing in advance by FBMS, Shareholder shall: a. if (a) appear at each such meeting in person or written consent pertains to any of the matters described in subparagraph (b) below, appear at such meeting by proxy or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. (b) vote (or cause to be voted), in person or deliver a written consent (by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the sole right to vote or direct the voting, and shall use Shareholder’s reasonable efforts to cause a written consent to be delivered) covering, voted all of the Shares and any New Shares that such as to which the Shareholder shall be entitled to so vote: has, directly or indirectly, shared voting authority, (i) in favor of adoption and approval of the Merger, the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or the transactions contemplated under thereby (including any amendments or modifications of the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when terms thereof approved by the S-4 is effectiveboard of directors of HSBI 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 Merger Agreement; (iii) against any action, transaction action or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under HSBI contained in the Merger Agreement or that would reasonably be expected to result of Shareholder contained in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consentthis Agreement; and (iv) against any agreement, Acquisition Proposal (as defined in the Merger Agreement and subject to Section 10 of this Agreement) or any other action, agreement or transaction or other matter presented for a shareholder vote or action by consent that is intended tointended, or would could reasonably be expected toexpected, to impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any of the other actions or transactions contemplated under by the Merger Agreement or this Agreement. The Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of HSBI, to approve or adopt the Merger Agreement unless this Agreement shall not take or commit or agree to take any action inconsistent have been terminated in accordance with the foregoingits terms.

Agreement to Vote Shares. Shareholder Holder hereby agrees thatto appear, from or, using ------------------------ Holder's best efforts and after to the full extent legally permitted, cause the holder of record on any applicable record date hereof until to appear in person or by proxy for the Expiration Date (as defined in Section 2 below), purpose of obtaining a quorum at any annual or special meeting of stockholders of the Company and at any adjournment thereof at which matters relating to the Merger, the Merger Agreement or any transaction contemplated thereby are considered. At every meeting of the shareholders of M-CO or any adjournment or postponement thereof, or in connection Kana stockholders called with any written consent of the shareholders of M-CO, Shareholder shall: a. if such meeting or written consent pertains respect to any of the matters described in subparagraph (b) belowfollowing, appear and at such meeting or otherwise any adjournment thereof, Holder shall vote or, using Holder's best efforts and to the full extent legally permitted, cause the holder of record to vote the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. vote (except those Shares or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, all of the Shares and any New Shares that such Shareholder shall be entitled to so vote: which are not voting securities): (ia) in favor of adoption and approval of the Merger, issuance of shares of Kana stock pursuant to the Merger Agreement, and any and all other agreements related proposal or action which would, or could reasonably be expected to, facilitate the Merger; (b) against approval of any proposal made in opposition to or competition with consummation of the Merger or contemplated under and the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; Agreement; (iic) against any actionmerger, transaction consolidation or agreement presented for a shareholder vote other business combination of Kana with, sale of assets or action stock of Kana to, or reorganization or recapitalization involving Kana, other than as contemplated or permitted by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; Agreement; (iiid) against any M-CO Takeover Proposal presented for a shareholder vote liquidation, or action by consentwinding up of Kana; and and (ive) against any agreement, action, transaction or other matter presented for a shareholder vote proposal or action by consent that is intended towhich would, or would could reasonably be expected to, impede, interfere withfrustrate, delayprevent, postpone, prohibit or discourage or materially and adversely affect the consummation of the Merger (each of (b) through (e) collectively, an "Opposing Proposal"). Holder, as the holder of voting stock of Kana, shall be present, in person or any by proxy, or, using Holder's best efforts and to the full extent legally permitted, cause the holder of record to be present, in person or by proxy, at all meetings of stockholders of Kana so that all Shares and New Shares are counted for the other actions or transactions contemplated under purposes of determining the Merger Agreementpresence of a quorum at such meetings. The Shareholder This Kana Stock Voting Agreement is intended to bind Holder only with respect to the specific matters set forth herein, and shall not take prohibit Holder from acting in accordance with Holder's fiduciary duties as an officer or commit or agree to take any action inconsistent with the foregoingdirector of Kana.

Agreement to Vote Shares. Shareholder Stockholder agrees that, from and after the date hereof until prior to the Expiration Date (as defined in Section 2 below), at any meeting of the shareholders stockholders of M-CO Zordich or any adjournment or postponement thereof, or in connection with any written consent of the shareholders stockholders of M-COZordich, Shareholder with respect to the Merger, the Merger Agreement or any Acquisition Proposal, Stockholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and; b. (b) from and after the date hereof until the Expiration Date, vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, covering all of the Shares and any New Shares that such Shareholder Stockholder shall be entitled to so vote: (i) in favor of adoption and approval of (A) the issuance of the shares of Zordich Common Stock by virtue of the Merger, (B) the Merger Agreement, any and all other agreements related to the Merger or contemplated under adoption of the Merger Agreement and any approval of the Merger, and all other actions or transactions contemplated under (C) an amendment to the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when Certificate of Incorporation of Zordich to effect the S-4 is effectiveZordich Reverse Stock Split; (ii) against any action, transaction action or agreement presented for a shareholder vote or action by consent that that, to the knowledge of Stockholder, would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO Zordich or any of its Subsidiaries or Affiliates affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-COZordich’s or any of its Subsidiaries’ or Affiliatesaffiliates’ obligations under the Merger Agreement not being fulfilled; and (iii) against any M-CO Takeover Proposal presented for a shareholder vote Acquisition Proposal, or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any of the and all other actions or transactions contemplated under by the Merger Agreement. The Shareholder Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote Shares. Shareholder Stockholder agrees that, from and after the date hereof until prior to the Expiration Date (as defined in Section 2 below), at any meeting of the shareholders stockholders of M-CO the Company or any adjournment or postponement thereof, or in connection with any written consent of the shareholders stockholders of M-COthe Company, Shareholder with respect to the Merger, the Merger Agreement or any Company Acquisition Proposal, Stockholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and; b. (b) from and after the date hereof until the Expiration Date, vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, covering all of the Shares and any New Shares that such Shareholder Stockholder shall be entitled to so vote: (i) in favor of adoption and approval of the Merger, the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; (ii) against any action, transaction action or agreement presented for a shareholder vote or action by consent that that, to the knowledge of Stockholder, would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO the Company or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-COthe Company’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; and (iii) against any M-CO Takeover Proposal presented for a shareholder vote Company Acquisition Proposal, or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any of the and all other actions or transactions contemplated under by the Merger Agreement. The Shareholder Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote Shares. Shareholder agrees that, from and after the date hereof until (a) Prior to the Expiration Date (as defined in Section 2 below)Date, at any every meeting of the shareholders stockholders of M-CO or any InkSure Parent called, and at every adjournment or postponement thereof, and on every action or in connection with any approval by written consent of the shareholders stockholders of M-COInkSure Parent, Shareholder shall: a. if such meeting or written consent pertains to any of the matters described Stockholder (in subparagraph (bStockholder’s capacity as such) below, shall appear at such the meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating establishing a quorum; quorum and b. , to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, all of the Shares and any New Shares that such Shareholder shall be entitled to so vote: (i) in favor of the adoption of the Asset Purchase Agreement and the approval of the Merger, Asset Purchase Transaction and the Merger other transactions contemplated by the Asset Purchase Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; (ii) against the approval or adoption of any actionproposal made in opposition to, transaction or agreement presented for a shareholder vote in competition with, the Asset Purchase Transaction, and (iii) against any of the following (to the extent unrelated to the Asset Purchase Transaction): (A) any merger, consolidation, or business combination involving InkSure Parent or any of its subsidiaries other than the Asset Purchase Transaction; (B) any sale, lease, or transfer of all or substantially all of the assets of InkSure Parent or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation, or winding up of InkSure Parent or any of its subsidiaries; or (D) any other action by consent that would is intended, or could reasonably be expected expected, to result in a breach in any material respect of any covenant, representation representation, or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates InkSure Parent under the Merger Asset Purchase Agreement or that would reasonably be expected to result in any of the conditions to M-CO’s Stockholder under this Agreement or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, otherwise impede, interfere with, delay, postpone, discourage discourage, or materially and adversely affect the consummation of the Merger or any Asset Purchase Transaction (each of (ii) and (iii), a “Competing Transaction”). (b) If Stockholder is the beneficial owner, but not the record holder, of the other actions or transactions contemplated under the Merger Agreement. The Shareholder shall not take or commit or agree Shares, Stockholder agrees to take all actions necessary to cause the record holder and any action inconsistent nominees to vote all of the Shares in accordance with the foregoingSection 3(a).

Agreement to Vote Shares. Shareholder Stockholder agrees that, from and after the date hereof until prior to the Expiration Date (as defined in Section 2 below), at any meeting of the shareholders stockholders of M-CO Idera or any adjournment or postponement thereof, or in connection with any written consent of the shareholders stockholders of M-COIdera, Shareholder with respect to the Parent Stockholder Matters, Stockholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and; b. b) from and after the date hereof until the Expiration Date, vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, covering all of the Shares and any New Shares that such Shareholder Stockholder shall be entitled to so vote: (i) in favor of adoption and approval of the Merger, the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement Parent Stockholder Matters and any and all other actions or transactions contemplated under matter that could reasonably be expected to facilitate the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effectiveParent Stockholder Matters; (ii) against any action, transaction or agreement presented for proposal to remove the limitation initially set at the discretion of holders of Parent Convertible Preferred Stock at 19.99% of the number of shares of Parent Common Stock outstanding immediately after giving effect to the issuance of shares of Parent Common Stock upon conversion (the “Beneficial Ownership Limitation”) restricting such holders from beneficially owning a shareholder vote or action by consent that would reasonably be expected to result number of shares of Parent Common Stock in a breach in any material respect excess of any covenant, representation or warranty the Beneficial Ownership Limitation or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger Parent Stockholder Matters; and (iii) to approve any proposal to adjourn or any postpone the meeting to a later date, if there are not sufficient votes for the approval of the other actions or transactions contemplated under Parent Stockholder Matters on the Merger Agreementdate on which such meeting is held. The Shareholder Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote Shares. Shareholder Stockholder agrees that, from and after the date hereof until prior to the Expiration Date (as defined in Section 2 below2), at any meeting of the shareholders stockholders of M-CO Parent or any adjournment or postponement thereof, or in connection with any written consent of the shareholders stockholders of M-COParent, Shareholder with respect to the Parent Stockholder Matters, Stockholder shall, or shall cause the holder of record on any applicable record date to: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below3) to be counted as present thereat (in person or by proxy) for purposes of calculating a quorum; and b. b) from and after the date hereof until the Expiration Date, vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, covering all of the Shares and any New Shares that such Shareholder Stockholder shall be entitled to so vote: (i) in favor of adoption and approval of the Merger, the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement Parent Stockholder Matters and any and all other actions or transactions contemplated under matter that would reasonably be expected to facilitate the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effectiveParent Stockholder Matters; (ii) against any action, transaction or agreement presented for a shareholder vote or action by consent that would reasonably be expected proposal to result remove the limitation set forth in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any Section 6.04 of the conditions Certificate of Designation, initially set at 19.9%, of the number of shares of Parent Common Stock outstanding immediately after giving effect to M-CO’s or any the issuance of its Subsidiaries’ or Affiliates’ obligations under shares of Parent Common Stock upon conversion (the Merger Agreement not being fulfilled“Beneficial Ownership Limitation”) restricting such holders from beneficially owning a number of shares of Parent Common Stock in excess of the Beneficial Ownership Limitation; (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger Parent Stockholder Matters; and (iv) to approve any proposal to adjourn or any postpone the applicable meeting to a later date, if there are not sufficient votes for the approval of the other actions or transactions contemplated under Parent Stockholder Matters on the Merger Agreementdate on which such meeting is held. The Shareholder Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote Shares. Shareholder agrees that, from and after the date hereof until (a) Prior to the Expiration Date (as defined in Section 2 below)Date, at any meeting of the shareholders of M-CO or any Voting Meeting called, and at every adjournment or postponement thereof, or in connection with any written consent of the shareholders of M-CO, each Shareholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (b) below, shall appear at such meeting Voting Meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) such Shareholder’s shares of Common Stock to be counted as present thereat for purposes of calculating establishing a quorum; and b. quorum and vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, all of the Shares and any New Shares that such Shareholder shall be entitled to so vote: (i) in favor of adoption and approval of the MergerProposed Transaction, the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; (ii) against any action, transaction or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any favor of the conditions to M-CO’s or any appointment of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; Xxxxx Xxx as Voting Representative, (iii) against the approval or adoption of any M-CO Takeover Proposal presented for a shareholder vote proposal made in opposition to, or action by consent; and in competition with, the Proposed Transaction, (iv) against any agreementof the following (to the extent unrelated to the Proposed Transaction): (A) any merger, actionconsolidation or business combination involving any FBLB Entity other than the Proposed Transaction; (B) any sale, transaction lease or transfer of all or substantially all of the assets of any FBLB Entity; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of any FBLB Entity; or (D) any other matter presented for a shareholder vote or action by consent that is intended tointended, or would could reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger Proposed Transaction (each of (iii) and (iv), a “Competing Transaction”). If the Voting Meeting Approval is obtained at any Voting Meeting, the Voting Representative agrees to vote all the Control Shares at the FBLB Shareholder Meeting (and at every adjournment or any postponement thereof) (x) in favor of approval of the Proposed Transaction and (y) against any Competing Transaction. (b) Prior to the Expiration Date, if the Voting Meeting Approval is not obtained at any Voting Meeting, and at every adjournment or postponement thereof, each Shareholder shall appear at the FBLB Shareholder Meeting or otherwise cause the Shares held by such Shareholder to be present thereat for purposes of establishing a quorum and vote (i) in favor of approval of the Proposed Transaction, and (ii) against any Competing Transaction. (c) Notwithstanding any other actions provision of this Agreement, no Shareholder will be required to vote in favor of the Proposed Transaction (nor will the irrevocable proxy apply) at any Voting Meeting or transactions contemplated under the FBLB Shareholder Meeting, as the case may be, if, and only if, FBLB and Heartland amend the Merger Agreement. The Agreement and either (i) such amendment is not approved by the Board of Directors of FBLB or a special committee thereof or (ii) such amendment results in such Shareholder shall not take receiving different treatment or commit or agree to take any action inconsistent with consideration for the foregoingShares held by such Shareholder than is received on a per share basis by the other holders of Common Stock.

Agreement to Vote Shares. Shareholder agrees that, from and after the date hereof until (a) Prior to the Expiration Date (as defined in Section 2 below)Date, at any every meeting of the shareholders of M-CO or any CIC called, and at every adjournment or postponement thereof, and on every action or in connection with any approval by written consent of the shareholders of M-COCIC, each Shareholder shall: a. if such meeting or written consent pertains to any of (solely in the matters described in subparagraph (bShareholder's capacity as such) below, shall appear at such the meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating establishing a quorum; quorum and b. , to the extent not voted by the persons appointed as proxies pursuant to Section 5 of this Agreement, vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, all of the Shares and any New Shares that such Shareholder shall be entitled to so vote: (i) in favor of adoption and approval of the MergerProposed Transaction, the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; (ii) against any action, transaction the approval or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect adoption of any covenantproposal made in opposition to, representation or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under in competition with, the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; Proposed Transaction, and (iii) against any M-CO Takeover Proposal presented for a shareholder vote of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving CIC other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of CIC; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of CIC; or (D) any other action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended tointended, or would reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or Proposed Transaction (each of (ii) and (iii), a "Competing Transaction"). (b) Notwithstanding any other provision of this Agreement, no Shareholder will be required to vote in favor of the Proposed Transaction or in any other actions manner required pursuant to Section 4(a) if, and only if, (i) there occurs a Change of Board Recommendation or transactions contemplated under (ii) CIC and Heartland amend the Merger Agreement. The Agreement and either (A) such amendment is not approved by the Board of Directors of CIC or a special committee thereof, (B) such amendment results in the Shareholder shall not take receiving different treatment or commit consideration for such Shareholder's Shares than is received on a per share basis by the other Shareholders for Shares of the same class or agree series, or (C) such amendment alters the form or amount of consideration to take any action inconsistent with be paid to each Shareholder (including, without limitation, an amendment to the foregoingterms of the Series D Preferred Stock attached hereto as Exhibit A hereto) that is materially adverse to the interests of a Shareholder.

Agreement to Vote Shares. Shareholder Stockholder irrevocably and unconditionally agrees that, from and after the date hereof until prior to the Expiration Date (as defined in Section 2 below), at any meeting of the shareholders stockholders of M-CO Parent or any adjournment or postponement thereof, or in connection with any written consent of the shareholders stockholders of M-COParent, Shareholder with respect to the Conversion Proposal (defined below) and the Charter Amendment Proposal (defined below), Stockholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat (in person or by proxy) for purposes of calculating a quorum; and; b. b) from and after the date hereof until the Expiration Date, vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, all of the Shares and any New Shares that such Shareholder Stockholder shall be entitled to so vote: (i) in favor of adoption and (A) the approval of the Merger, conversion of the Merger Agreement, any and all other agreements related Parent Preferred Stock issued pursuant to the Merger or contemplated under Agreement into shares of Parent Common Stock in accordance with Nasdaq Listing Rule 5635(a) (the “Conversion Proposal”) and (B) if determined to be necessary by Parent, the approval of an amendment to the certificate of incorporation of Parent to authorize sufficient shares of Parent Common Stock for the conversion of the Parent Preferred Stock issued pursuant to the Merger Agreement (the “Charter Amendment Proposal”), and any matter that could reasonably be expected to facilitate the Conversion Proposal and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effectiveCharter Amendment Proposal; (ii) against any other proposed action, transaction or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the approval or consummation of the Merger Conversion Proposal, the Charter Amendment Proposal or the consummation of any or all of the other actions Contemplated Transactions, and (iii) to approve any proposal to adjourn or transactions contemplated under postpone the Merger Agreementmeeting to a later date, if there are not sufficient votes for the approval of the Conversion Proposal, the Charter Amendment Proposal on the date on which such meeting is held. The Shareholder Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote Shares. Shareholder Seller Stockholder agrees that, from and after the date hereof until prior to the Expiration Date (as defined in Section 2 below), at any meeting of the shareholders stockholders of M-CO Seller or any adjournment or postponement thereof, or in connection with any written consent of the shareholders stockholders of M-COSeller, Shareholder with respect to the Merger, the Merger Agreement or any Acquisition Proposal, Seller Stockholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and; b. (b) from and after the date hereof until the Expiration Date, vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, covering all of the Shares and any New Shares that such Shareholder Seller Stockholder shall be entitled to so vote: (i) in favor of adoption and approval of the Merger, the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all to take other actions or transactions contemplated under necessary to support the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when consummation of the S-4 is effectiveMerger; (ii) against any action, transaction proposal or agreement presented for a shareholder vote or action by consent that that, to the knowledge of Seller Stockholder, would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates Seller under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-COSeller’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; (iii) against any M-CO Takeover Proposal presented for a shareholder vote Acquisition Proposal, or action by consent; and (iv) against any agreement, actiontransaction, transaction proposal or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any of the and all other actions or transactions contemplated under by the Merger Agreement. The Shareholder shall not take ; and (iv) against any material change in the present capitalization of Seller or commit any amendment of the Certificate of Incorporation or agree to take any action inconsistent with the foregoingBylaws.

Agreement to Vote Shares. The Shareholder agrees that, from and after the date hereof until prior to the Expiration Date (as defined in Section 2 below), at any meeting of the shareholders of M-CO the Company or any adjournment or postponement thereof, or in connection with any written consent of the shareholders of M-COthe Company, with respect to the Merger, the Merger Agreement or any Acquisition Proposal, the Shareholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. (b) from and after the date hereof until the Expiration Date, vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, covering all of the Shares and any New Shares that such Shareholder shall be entitled to so vote: (i) in favor of adoption and approval of the Merger, Merger Agreement and all other transactions contemplated by the Merger Agreement as to which shareholders of the Company are called upon to vote or consent in favor of any matter necessary for consummation of the Merger and the other transactions contemplated by the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; (ii) against any action, transaction action or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO the Company or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-COthe Company’s or any of its Subsidiaries’ Subsidiaries or Affiliates’ obligations under the Merger Agreement not being fulfilled; and (iii) against any M-CO Takeover Proposal presented for a shareholder vote Acquisition Proposal, or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any of the and all other actions or transactions contemplated under by the Merger Agreement. The Shareholder shall not take or commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote Shares. Shareholder The Stockholder agrees that, from and after the date hereof until prior to the Expiration Date (as defined in Section 2 below)Date, at any meeting of the shareholders stockholders of M-CO the Company, or any adjournment or postponement thereof, or in connection with any written consent of the shareholders stockholders of M-COthe Company, Shareholder with respect to the Merger Agreement or any of the transactions contemplated thereby (including the Merger) or any Acquisition Proposal, the Stockholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. (b) vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, all of the Shares and any New Shares that such Shareholder Stockholder shall be entitled to so vote: vote (i) in favor of adoption and approval of the Merger, Merger and the other transactions contemplated by the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; (ii) against any action, transaction action or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty warranty, or any other obligation or agreement of M-CO the Company contained in the Merger Agreement or any of its Subsidiaries the Stockholder contained in this Agreement, or Affiliates that would preclude fulfillment of a condition under the Merger Agreement or that would reasonably be expected to result in any of the conditions Company’s and Buyer’s respective obligations to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under consummate the Merger Agreement not being fulfilledMerger; and (iii) against any M-CO Takeover Proposal presented for a shareholder vote Acquisition Proposal, or action by consent; and (iv) against any agreement, action, agreement or transaction or other matter presented for a shareholder vote or action by consent that is intended tointended, or would could reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any of the other actions or transactions contemplated under by the Merger Agreement. The Shareholder Any such vote shall not take be cast or commit consent shall be given in accordance with such procedures relating thereto so as to 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 agree to take any action inconsistent with the foregoingconsent.

Agreement to Vote Shares. Shareholder Unless otherwise prohibited by the Organizational Documents of Parent, the Merger Agreement or the agreements entered into pursuant thereto, or any Nasdaq Stock Market Rules applicable to Parent, Stockholder agrees that, from and after the date hereof until prior to the Expiration Date (as defined in Section 2 below2), at any meeting of the shareholders stockholders of M-CO Parent or any adjournment or postponement thereof, or in connection with any written consent of the shareholders stockholders of M-COParent, Shareholder with respect to the Charter Amendment Proposal, if the Charter Amendment Proposal is put forth to a vote of the stockholders of Parent, Stockholder shall, or shall cause the holder of record on any applicable record date to: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below3) to be counted as present thereat (in person or by proxy) for purposes of calculating a quorum; and b. b) from and after the date hereof until the Expiration Date, vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, covering all of the Shares and any New Shares that such Shareholder Stockholder shall be entitled to so vote: (i) in favor of adoption and approval of the Merger, the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement Charter Amendment Proposal and any and all other actions or transactions contemplated under matter that would reasonably be expected to facilitate the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effectiveCharter Amendment Proposal; (ii) against any action, transaction or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger Charter Amendment Proposal; and (iii) to approve any proposal to adjourn or any postpone the applicable meeting to a later date, if there are not sufficient votes for the approval of the other actions or transactions contemplated under Charter Amendment Proposal on the Merger Agreementdate on which such meeting is held. The Shareholder Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote Shares. Shareholder Each Stockholder agrees that, from and after the date hereof until prior to the Expiration Date (as defined in Section 2 below), at any meeting of the shareholders stockholders of M-CO Terrain or any adjournment or postponement thereof, or in connection with any written consent of the shareholders stockholders of M-COTerrain, Shareholder with respect to the Merger, the Merger Agreement or any Acquisition Proposal, such Stockholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at such meeting or otherwise cause the Shares indicated opposite such Stockholder’s name on Schedule 1 attached hereto and any New Shares (as defined in Section 3 below) ), other than any Shares or New Shares sold, transferred or disposed of in accordance with Section 4 below, to be counted as present thereat for purposes of calculating a quorum; and; b. (b) vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, covering all of the Shares indicated opposite such Stockholder’s name on Schedule 1 attached hereto and any New Shares that such Shareholder Stockholder shall be entitled to so vote, other than any Shares or New Shares sold, transferred or disposed of in accordance with Section 4 below: (i) in favor of adoption the Terrain Stockholder Matters and approval of the Merger, the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effectiveEquity Plan Proposals; (ii) against any actionAcquisition Proposal, transaction or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consent; and (iv) against any agreement, actiontransaction, transaction or other * This form of Support Agreement will be signed by entities affiliated with Blackstone, Inc. matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or and any of the other actions Contemplated Transactions; (iii) against any action or transactions contemplated under agreement that would result in a breach of any representation, warranty, covenant or obligation of Terrain in the Merger Agreement; (iv) against each of the following actions (other than the Merger and the other Contemplated Transactions): (A) any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange or other business combination involving Terrain, (B) any sale, lease, sublease, license, sublicense or transfer of a material portion of the assets of Terrain that would reasonably be expected to impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger and any of the other Contemplated Transactions, (C) any reorganization, recapitalization, dissolution or liquidation of any Acquired Company, (D) any amendment to the Company’s Organizational Documents, which amendment would reasonably be expected to impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger and any of the other Contemplated Transactions, and (E) any material change in the capitalization of Terrain or Terrain’s corporate structure; (v) in favor of an amendment of Xxxxxxx’s Organizational Documents to adopt an exculpation provision for Xxxxxxx’s officers; and (vi) to approve any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the approval of the Terrain Stockholder Matters. The Shareholder Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote Shares. Each Shareholder, on behalf of the Shareholder and each of their respective Affiliates, hereby agrees thatthat until this Agreement terminates or is terminated pursuant to Section 6 hereof, from and after the date hereof until the Expiration Date Shareholders shall: (as defined a) Appear in Section 2 below), person or by proxy at any meeting of the shareholders of M-CO or any the Company, however called, and at every adjournment or postponement thereof, or in connection with any written consent of the shareholders of M-CO, Shareholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (b) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating establishing a quorum; and; b. vote (b) Vote the Shares or cause the Shares to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, all voted at any meeting of shareholders of the Shares and any New Shares that such Shareholder shall be entitled to so vote: (i) in favor Company for the purpose of adoption and approval of voting on the Merger, the Merger AgreementAgreement and the transactions contemplated thereby, any however called, and all other agreements related to at every adjournment or postponement thereof, in support of the Merger or contemplated under and in favor of adoption of the Merger Agreement and any and all other actions or the approval of the transactions contemplated under thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights the Merger Agreement which Shareholder may have in respect of the transaction, and any action required in furtherance thereof; (c) Vote the Shares or cause the Shares to be presented for a vote voted at a shareholder any meeting of shareholders of the Company, however called, and at a time when the S-4 is effective; (ii) every adjournment or postponement thereof, against any action, transaction action or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO Zac or the Company under or in connection with the Merger or the Merger Agreement, and against any amendment of the Company’s Articles of Incorporation or Bylaws or other proposal, action or transaction involving the Company or any of its Subsidiaries or Affiliates under the Merger Agreement any of its shareholders, which amendment or that other proposal, action or transaction would reasonably be expected to result in any of the conditions to M-CO’s prevent, impede or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; delay: (iiii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any the other transactions contemplated by the Merger Agreement or (ii) consummation of the other actions or transactions contemplated under herein or thereby; (d) Notwithstanding the other provisions of this Section 3, upon the Company’s termination of the Merger Agreement pursuant to and in accordance with the provisions of Section 7.01(e) thereof in connection with a Superior Proposal, then, at any meeting of the shareholders of the Company for the purpose of voting on the Superior Proposal and the transactions contemplated thereby, however called, and at every adjournment or postponement thereof, vote the Shares or cause the Shares to be voted in favor of adoption of the Superior Proposal and approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights the Shareholders may have in respect of such transaction and any action required in furtherance thereof. (e) Upon request by the Company: (i) furnish written confirmation, in form and substance reasonably acceptable to the Company, of the Shareholders’ vote in favor of the Merger and the Merger Agreement and the transactions contemplated thereby, or of the Superior Proposal and the transactions contemplated thereby, as the case may be, and (ii) prior to any vote contemplated by this Section 3, deliver promptly to the Company an irrevocable proxy (with full power of substitution), for and in the name, place and stead of the Shareholders, to vote, or cause to be voted, the Shares, or grant a consent or approval in respect of the Shares, at every meeting of shareholders of the Company (and at every adjournment and postponement thereof), however called, with respect to the matters specified in this Section 3. Each Shareholder hereby affirms that such irrevocable proxy is given in connection with execution of the Merger Agreement, and to secure the performance of the Shareholders’ obligations under this Agreement. The grant of proxy contemplated hereby is coupled with an interest and may under no circumstances be revoked, but shall automatically terminate and be of no further force and effect upon termination pursuant to Section 6. Each Shareholder shall not take hereby ratifies and confirms that such irrevocable proxy may lawfully do or commit cause to be done in accordance herewith; and (f) At any meeting of shareholders of the Company, however called, for the purpose of voting on the Merger Agreement and the transactions contemplated thereby, vote the Shares or agree cause the Shares to take be voted for any adjournment of such meeting, or other procedural action inconsistent with reasonably necessary to facilitate: (i) consummation of the foregoingMerger or the other transactions contemplated by the Merger Agreement or (ii) consummation of the transactions contemplated thereby.

Agreement to Vote Shares. Shareholder agrees that, from and after the date hereof until the Expiration Date (as defined in Section 2 below), at any a. At every meeting of the shareholders of M-CO or any the Company, and at every adjournment or postponement thereof, and on every action or in connection with any approval by written consent of the shareholders of M-COthe Company, each Shareholder shall: a. if (in such meeting Shareholder’s capacity as such) unconditionally and irrevocably agrees to, or written consent pertains to cause the holder of record on any of the matters described in subparagraph applicable record date to, (bi) below, appear at such meeting or otherwise cause the all of such Shareholder’s Covered Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. quorum and (ii) vote (or cause to be voted)voted (including by proxy or written consent, or deliver a written consent (or cause a written consent to be deliveredif applicable) covering, all of the such Shareholder’s Covered Shares and any New Shares that such Shareholder shall be entitled to so vote: (i) vote or act by written consent, as the case may be: i. in favor of adoption and the approval of the Merger, the Merger Agreement, any the Merger, and all the other agreements related to transactions contemplated by the Merger Agreement; ii. in favor of the approval of any proposal to adjourn or contemplated under postpone the meeting to a later date if there are not sufficient votes for the approval of the Merger Agreement and the Merger on the date on which such meeting is held; iii. against approval of an Acquisition Proposal, Acquisition Agreement, or any and all other actions proposal, transaction, agreement or action, without regard to the terms of such proposal, transaction, agreement or action, made in opposition to, in competition with, or inconsistent with the Merger Agreement, the Merger, or the transactions contemplated under by the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; (ii) against any action, transaction or agreement presented for a shareholder vote or action by consent that would reasonably be expected to impede, frustrate, interfere with, delay, postpone, prevent, or adversely affect the consummation of the Merger or other transactions contemplated by the Merger Agreement; iv. against any action, proposal, transaction, or agreement that would or would reasonably be expected to (x) result in a breach in any material respect of any covenant, representation representation, warranty, or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under contained in the Merger Agreement Agreement, or that would reasonably be expected to of such Shareholder contained in this Agreement, or (y) result in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations the consummation of the Merger under the Merger Agreement not being fulfilled; (iii) against and v. in favor of any M-CO Takeover Proposal presented for a shareholder vote other matter or action by consent; reasonably necessary to the approval and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially adoption of the Merger Agreement and adversely affect the consummation of the Merger or any of and the other actions or transactions contemplated under by the Merger Agreement. The . b. Notwithstanding Section 3(a), nothing in this Agreement shall require any Shareholder shall not take to vote (or commit cause to vote) in favor of, or agree otherwise act by written consent with respect to, any amendment to take the Merger Agreement or the taking of any action inconsistent that (x) would result in the amendment, modification or waiver of a provision therein, in any such case, in a manner that decreases the amount or changes the form of the Merger Consideration payable to such Shareholder or (y) materially amends or waives any other terms and conditions of the Merger Agreement in a manner adverse to such Shareholder, and, for the avoidance of doubt, any Shareholder may act in such Shareholder’s sole discretion with the foregoingrespect to any such foregoing proposed items.

Agreement to Vote Shares. Shareholder Stockholder agrees that, from and after the date hereof until prior to the Expiration Date (as defined in Section 2 below), at any meeting of the shareholders stockholders of M-CO Synta or any adjournment or postponement thereof, or in connection with any written consent of the shareholders stockholders of M-COSynta, Shareholder with respect to approval of the Merger as contemplated by the Merger Agreement and adoption of the Merger Agreement or any Saffron Acquisition Proposal, Stockholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. (b) vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, covering all of the Shares and any New Shares that such Shareholder Stockholder shall be entitled to so vote: (i) in favor of (A) the adoption of the Merger Agreement and the approval of the Merger, including without limitation the issuance of the shares of Saffron Common Stock by virtue of the Merger as contemplated by the Merger Agreement, any and all other agreements related (B) an amendment to the Merger or contemplated under Saffron Charter to effect the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effectiveReverse Stock Split; (ii) against any action, proposal, transaction or agreement presented for a shareholder vote or action by consent that that, to the knowledge of Stockholder, would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates Synta under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-COSynta’s, Merger Sub’s or any of its Subsidiaries’ or Affiliates’ the Company’s obligations under the Merger Agreement not being fulfilled; and (iii) against any M-CO Takeover Proposal presented for a shareholder vote Saffron Acquisition Proposal, or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any of the and all other actions or transactions contemplated under by the Merger Agreement. The Shareholder Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote Shares. Shareholder agrees that, from and after the date hereof until (a) Until the Expiration Date (as defined in Section 2 below), at any the Purchaser Meeting and at every other stockholder meeting of Purchaser at which any of the shareholders matters set forth in clause (ii) below is put to the vote of M-CO the stockholders of Purchaser and, in each case, at every postponement or any adjournment or postponement thereof, or in connection with any and on every action proposed to be approved by written consent of the shareholders stockholders of M-CO, Shareholder shall: a. if such meeting or written consent pertains Purchaser with respect to any of the matters described set forth in subparagraph clause (bii), Stockholder shall: (i) below, appear at each such meeting or otherwise cause the Stockholder’s Shares and any outstanding New Shares (as defined in Section 3 below4 hereof) to be counted as present thereat for purposes of calculating a quorum; and b. (ii) validly vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, all of the outstanding Shares and any outstanding New Shares that to the extent (in the case of securities convertible into, or exercisable or exchangeable for, Purchaser Shares) any such Shareholder shall be entitled to so vote: Shares and New Shares are capable of being voted: (iA) in favor of adoption and approval the Purchaser Shareholder Approval; (B) in favor of any proposal to adjourn or postpone any meeting of the Merger, stockholders of Purchaser at which the Merger Agreement, Purchaser Shareholder Approval is submitted for the consideration and vote of the stockholders of Purchaser to a later date if there are not proxies representing a sufficient number of Purchaser Shares to approve such matters on the date on which the meeting is held; (C) against any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; Purchaser Alternative Proposal; (iiD) against any action, proposal, transaction or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO Purchaser contained in the Share Purchase Agreement or of Stockholder contained in this Agreement; and (E) against any other action, agreement or transaction involving Purchaser or any of its Subsidiaries or Affiliates under the Merger Agreement or subsidiaries that would reasonably be expected to result in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected toin each case, impede, interfere with, delay, postpone, discourage or materially and adversely affect or prevent the consummation of the Merger Transaction or the other transactions contemplated by the Share Purchase Agreement. (b) Prior to the Expiration Date, Stockholder shall not enter into any agreement or understanding with any person to vote or give instructions in any manner inconsistent with this Section 1. (c) Stockholder signs this Agreement solely in Stockholder’s capacity as a stockholder of Purchaser, and not in Stockholder’s capacity as (i) a director, officer or employee of Purchaser or any of its subsidiaries or (ii) a trustee or fiduciary of any employee benefit plan or trust. Notwithstanding anything herein to the contrary, nothing herein shall in any way restrict a director or officer of Purchaser in the exercise of his or her fiduciary duties as a director or officer of Purchaser or in his or her capacity as a trustee or fiduciary of any employee benefit plan or trust or prevent or be construed to create any obligation on the part of any director or officer of Purchaser or any trustee or fiduciary of any employee benefit plan or trust from taking any action in his or her capacity as such director, officer, trustee or fiduciary (including voting in favor of any Purchaser Change of Recommendation) and no such action or omission shall be deemed a breach of this Agreement. (d) Stockholder hereby irrevocably appoints as its proxy and attorney-in-fact Purchaser, and any other actions Person designated by Purchaser in writing (collectively, the “Grantees”), each of them individually, with full power of substitution and resubstitution, to the fullest extent of Stockholder’s rights with respect to the Shares and outstanding New Shares, effective as of the date hereof and continuing until the Expiration Date, to vote (or transactions contemplated execute written consents, if applicable) with respect to the Shares and outstanding New Shares as required pursuant to Section 1(a), in each case, solely in the event of a failure by such Stockholder to act in accordance with Section 1(a). The proxy granted by Stockholder under this Agreement shall be irrevocable prior to the Merger Expiration Date and shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy. Stockholder (i) will take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of such proxy and this Section 1(d) and (ii) hereby revokes any proxy previously granted by Stockholder with respect to any Shares and outstanding New Shares. The power of attorney granted by Stockholder under this Section 1(d) is a durable power of attorney and shall survive the bankruptcy or dissolution of Stockholder. Other than as provided in this Section 1(d), Stockholder shall not directly or indirectly grant any person or entity any proxy (revocable or irrevocable), power of attorney or other authorization with respect to any of Stockholder’s Shares or outstanding New Shares that is inconsistent with Stockholder’s obligations under this Agreement. The Shareholder shall not take or commit or agree Purchaser may terminate this proxy with respect to take Stockholder at any action inconsistent with the foregoingtime at its sole election by written notice provided to Stockholder.

Agreement to Vote Shares. Shareholder Holder hereby agrees thatto appear, from or, using Holder's best efforts and after to the full extent legally permitted, cause the holder of record on any applicable record date hereof until to appear in person or by proxy for the Expiration Date (as defined in Section 2 below), purpose of obtaining a quorum at any annual or special meeting of stockholders of the Company and at any adjournment thereof at which matters relating to the Merger, the Merger Agreement or any transaction contemplated thereby are considered. At every meeting of the shareholders of M-CO or any adjournment or postponement thereof, or in connection Kana stockholders called with any written consent of the shareholders of M-CO, Shareholder shall: a. if such meeting or written consent pertains respect to any of the matters described in subparagraph (b) belowfollowing, appear and at such meeting or otherwise any adjournment thereof, Holder shall vote or, using Holder's best efforts and to the full extent legally permitted, cause the holder of record to vote the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. vote (except those Shares or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, all of the Shares and any New Shares that such Shareholder shall be entitled to so vote: which are not voting securities): (ia) in favor of adoption and approval of the Merger, issuance of shares of Kana stock pursuant to the Merger Agreement, and any and all other agreements related proposal or action which would, or could reasonably be expected to, facilitate the Merger; (b) against approval of any proposal made in opposition to or competition with consummation of the Merger or contemplated under and the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; Agreement; (iic) against any actionmerger, transaction consolidation or agreement presented for a shareholder vote other business combination of Kana with, sale of assets or action stock of Kana to, or reorganization or recapitalization involving Kana, other than as contemplated or permitted by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; Agreement; (iiid) against any M-CO Takeover Proposal presented for a shareholder vote liquidation, or action by consentwinding up of Kana; and and (ive) against any agreement, action, transaction or other matter presented for a shareholder vote proposal or action by consent that is intended towhich would, or would could reasonably be expected to, impede, interfere withfrustrate, delayprevent, postpone, prohibit or discourage or materially and adversely affect the consummation of the Merger (each of (b) through (e) collectively, an "OPPOSING PROPOSAL"). Holder, as the holder of voting stock of Kana, shall be present, in person or any by proxy, or, using Holder's best efforts and to the full extent legally permitted, cause the holder of record to be present, in person or by proxy, at all meetings of stockholders of Kana so that all Shares and New Shares are counted for the other actions or transactions contemplated under purposes of determining the Merger Agreementpresence of a quorum at such meetings. The Shareholder This Kana Stock Voting Agreement is intended to bind Holder only with respect to the specific matters set forth herein, and shall not take prohibit Holder from acting in accordance with Holder's fiduciary duties as an officer or commit or agree to take any action inconsistent with the foregoingdirector of Kana.

Agreement to Vote Shares. Shareholder Stockholder agrees that, from and after the date hereof until prior to the Expiration Date (as defined in Section 2 below), at any meeting of the shareholders stockholders of M-CO Parent or any adjournment or postponement thereof, or in connection with any written consent of the shareholders stockholders of M-COParent, Shareholder with respect to the Merger, the Merger Agreement or any Parent Acquisition Proposal, Stockholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and; b. (b) from and after the date hereof until the Expiration Date, vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, covering all of the Shares and any New Shares that such Shareholder Stockholder shall be entitled to so vote: (i) in favor of adoption and approval of (A) the issuance of the shares of Parent Common Stock by virtue of the Merger, (B) the Merger Agreement, any and all other agreements related to the Merger or contemplated under adoption of the Merger Agreement and any approval of the Merger, and all other actions or transactions contemplated under (C) an amendment to the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when Certificate of Incorporation of Parent to effect the S-4 is effectiveReverse Stock Split; (ii) against any action, transaction action or agreement presented for a shareholder vote or action by consent that that, to the knowledge of Stockholder, would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO Parent or any of its Subsidiaries or Affiliates affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-COParent’s or any of its Subsidiaries’ or Affiliatesaffiliates’ obligations under the Merger Agreement not being fulfilled; and (iii) against any M-CO Takeover Proposal presented for a shareholder vote Parent Acquisition Proposal, or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any of the and all other actions or transactions contemplated under by the Merger Agreement. The Shareholder Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote Shares. Subject to Section 17 of this Agreement, Shareholder agrees that, from and after the date hereof until the Expiration Date (as defined in Section 2 below), that at any meeting of the shareholders of M-CO Feather which relates to or any adjournment may impact, either directly or postponement thereofindirectly, the Merger or the Merger Agreement, or in connection with any written consent of the shareholders of M-COFeather, Shareholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at each such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat at such meeting for purposes of calculating establishing a quorum; and b. (b) vote (or cause to be voted), in person or by proxy, or deliver a written consent (or cause a written consent to be delivered) covering, all of the Shares and any New Shares (whether acquired heretofore or hereafter) that such are owned of record or beneficially by Shareholder shall be entitled or as to so votewhich Shareholder has, directly or indirectly, the right to vote or direct the voting: (i) in favor of adoption and approval of the MergerMerger Agreement, the Merger Agreement, and any and all other agreements related to transactions contemplated by the Merger or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effectiveAgreement; (ii) against any action, transaction action or agreement presented submitted to the shareholders for a shareholder vote their approval or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under Feather contained in the Merger Agreement or that would reasonably be expected to result of Shareholder contained in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilledthis Agreement; and (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consent; and (iv) against any agreement, other action, agreement or transaction or other matter presented for a shareholder vote or action by consent that is intended tointended, or would reasonably be expected toexpected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any the performance by Shareholder of Shareholder’s obligations under this Agreement; provided, however, that the other actions or transactions contemplated under foregoing shall not prohibit Shareholder from voting in favor of an Acquisition Proposal that the Board of Directors of Feather, after full compliance with Section 6.5 of the Merger Agreement. The Shareholder shall not take or commit or agree to take any action inconsistent with , determined was a Superior Proposal and recommended that the foregoingshareholders of Feather approve at a shareholders meeting call for such purpose.

Agreement to Vote Shares. Shareholder Each Stockholder agrees that, from and after the date hereof until prior to the Expiration Date (as defined in Section 2 below), at any meeting of the shareholders stockholders of M-CO the Company or any adjournment or postponement thereof, with respect to the Merger, the Merger Agreement or in connection with any written consent of the shareholders of M-COAcquisition Proposal, Shareholder each such Stockholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at such meeting or otherwise cause the all of such Stockholder’s Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. (b) from and after the date hereof until the Expiration Date, vote (or cause to be voted)) all of such Stockholder’s Shares, or deliver a written consent (or cause a written consent in each case, to the fullest extent that such Shares are entitled to be delivered) covering, all voted at the time of the Shares and any New Shares that such Shareholder shall be entitled to so vote: (i) in favor of adoption and approval of the Merger, the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and the approval of the Contemplated Transactions as to which stockholders of the Company are called upon to vote or consent in favor of any matter necessary for consummation of the Contemplated Transactions, and all other actions in favor of any proposal to adjourn or transactions contemplated under postpone such meeting to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which may be presented for a vote at a shareholder such meeting at a time when the S-4 is effectiveheld; (ii) against any action, transaction action or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO the Company or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected would, to the knowledge of such Stockholder, result in any of the conditions to M-COthe Company’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; and (iii) against any M-CO Takeover Acquisition Proposal presented for a shareholder vote or action by consent; and (iv) against any acquisition agreement in furtherance of an Acquisition Proposal, or any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any of the other actions or transactions contemplated under the Merger AgreementContemplated Transactions. The Shareholder Each Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote Shares. The Shareholder agrees that, from and after the date hereof until prior to the Expiration Date (as defined in Section 2 belowhereof), at any meeting of the shareholders of M-CO Seller, or any adjournment or postponement thereof, or in connection with any written consent of the shareholders of M-COSeller, with respect to the Merger, the Merger Agreement or any Acquisition Proposal, the Shareholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at such meeting or otherwise use reasonable efforts to cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. (b) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of the Shares and any New Sole Voting Shares that such Shareholder shall be entitled to so vote: vote (i) in favor of adoption and approval of the Merger, Merger and the other transactions contemplated by the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under action that could reasonably be expected to facilitate the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effectiveMerger; (ii) against any action, proposal, transaction or agreement presented for a shareholder vote or action by consent that would could reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty warranty, or any other obligation or agreement agreement, of M-CO Seller contained in the Merger Agreement or any of its Subsidiaries the Shareholder contained in this Agreement, or Affiliates that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect, inhibit or preclude the timely consummation of the Merger or the fulfillment of a condition under the Merger Agreement to Seller’s and Buyer’s respective obligations to consummate the Merger or that would reasonably be expected to result change in any manner the voting rights of the conditions any class of shares of Seller (including any amendments to M-COSeller’s articles of incorporation or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilledbylaws); and (iii) against any M-CO Takeover Proposal presented for a shareholder vote Acquisition Proposal, or action by consent; and (iv) against any agreement, action, agreement or transaction or other matter presented for a shareholder vote or action by consent that is intended tointended, or would could reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any of the other actions or transactions contemplated under by the Merger Agreement. (c) Shareholder will use good faith efforts to (i) cause the Shares that do not constitute Sole Voting Shares to appear at such meeting, and (ii) vote or cause the Shares that do not constitute Sole Voting Shares to be voted as described in (b) above. The Shareholder Any such vote shall not take be cast or commit consent shall be given in accordance with such procedures relating thereto so as to 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 agree to take any action inconsistent with the foregoingconsent.

Agreement to Vote Shares. Shareholder Stockholder agrees that, from and after the date hereof until prior to the Expiration Date (as defined in Section 2 below), at any meeting of the shareholders stockholders of M-CO Parent or any adjournment or postponement thereof, or in connection with any written consent of the shareholders stockholders of M-COParent, Shareholder with respect to the Merger Conversion Proposal, the Financing Issuance Proposal, and any other Parent Stockholder Matters, such Stockholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and; b. (b) from and after the date hereof until the Expiration Date, vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, covering all of the Shares and any New Shares that such Shareholder Stockholder shall be entitled to so vote: (i) in favor of adoption (A) the Merger Conversion Proposal, (B) the Financing Issuance Proposal, (C) the amendment of Parent’s 2018 Equity Incentive Plan (the “2018 Plan”) to increase the number of shares of Parent Common Stock issuable under the 2018 Plan, and approval the conversion of the MergerAssumed Options into options to purchase Parent Common Stock under the 2018 Plan, or the adoption of a new plan with similar terms (such issuance and conversion, the Merger Agreement“Incentive Plan Proposal”), and (D) any and all other agreements related to Parent Stockholder Matters (collectively, the Merger or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective“Key Proposals”); (ii) against any action, transaction or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty proposal or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger Key Proposals; and (iii) to approve any proposal to adjourn or any postpone the meeting to a later date, if there are not sufficient votes for the approval of the other actions or transactions contemplated under Key Proposals on the Merger Agreementdate on which such meeting is held. The Shareholder Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote Shares. Shareholder agrees that, from and after the date hereof until (a) Until the Expiration Date (as defined in Section 2 below), at any the Purchaser Meeting and at every other stockholder meeting of Purchaser at which any of the shareholders matters set forth in clause (ii) below is put to the vote of M-CO the stockholders of Purchaser and, in each case, at every postponement or any adjournment or postponement thereof, or in connection with any and on every action proposed to be approved by written consent of the shareholders stockholders of M-CO, Shareholder shall: a. if such meeting or written consent pertains Purchaser with respect to any of the matters described set forth in subparagraph clause (bii), Stockholder shall: (i) below, appear at each such meeting or otherwise cause the Stockholder’s Shares and any outstanding New Shares (as defined in Section 3 below4 hereof) to be counted as present thereat for purposes of calculating a quorum; and b. (ii) validly vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, all of the outstanding Shares and any outstanding New Shares that to the extent (in the case of securities convertible into, or exercisable or exchangeable for, Purchaser Shares) any such Shareholder shall be entitled to so vote: Shares and New Shares are capable of being voted: (iA) in favor of adoption and approval the Purchaser Shareholder Approval; (B) in favor of any proposal to adjourn or postpone any meeting of the Merger, stockholders of Purchaser at which the Merger Agreement, Purchaser Shareholder Approval is submitted for the consideration and vote of the stockholders of Purchaser to a later date if there are not proxies representing a sufficient number of Purchaser Shares to approve such matters on the date on which the meeting is held; (C) against any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; Purchaser Alternative Proposal; (iiD) against any action, proposal, transaction or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO Purchaser contained in the Share Purchase Agreement or of Stockholder contained in this Agreement; and (E) against any other action, agreement or transaction involving Purchaser or any of its Subsidiaries or Affiliates under the Merger Agreement or subsidiaries that would reasonably be expected to result in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected toin each case, impede, interfere with, delay, postpone, discourage or materially and adversely affect or prevent the consummation of the Merger Transaction or the other transactions contemplated by the Share Purchase Agreement. (b) Prior to the Expiration Date, Stockholder shall not enter into any agreement or understanding with any person to vote or give instructions in any manner inconsistent with this Section 1. (c) Stockholder hereby irrevocably appoints as its proxy and attorney-in-fact Purchaser, and any other Person designated by Purchaser in writing (collectively, the “Grantees”), each of them individually, with full power of substitution and resubstitution, to the fullest extent of Stockholder’s rights with respect to the Shares and outstanding New Shares, effective as of the date hereof and continuing until the Expiration Date, to vote (or execute written consents, if applicable) with respect to the Shares and outstanding New Shares as required pursuant to Section 1(a), in each case, solely in the event of a failure by such Stockholder to act in accordance with Section 1(a). The proxy granted by Stockholder under this Agreement shall be irrevocable prior to the Expiration Date and shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy. Stockholder (i) will take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of such proxy and this Section 1(c) and (ii) hereby revokes any proxy previously granted by Stockholder with respect to any Shares and outstanding New Shares. The power of attorney granted by Stockholder under this Section 1(c) is a durable power of attorney and shall survive the bankruptcy or dissolution of Stockholder. Other than as provided in this Section 1(c), Stockholder shall not directly or indirectly grant any person or entity any proxy (revocable or irrevocable), power of attorney or other authorization with respect to any of the other actions Stockholder’s Shares or transactions contemplated outstanding New Shares that is inconsistent with Stockholder’s obligations under the Merger this Agreement. The Shareholder shall not take or commit or agree Purchaser may terminate this proxy with respect to take Stockholder at any action inconsistent with the foregoingtime at its sole election by written notice provided to Stockholder.

Agreement to Vote Shares. Shareholder agrees that, from and after the date hereof until the Expiration Date (as defined while this Agreement is in Section 2 below)effect, in any circumstances in which Shareholder is entitled to vote, consent, or give any other approval, including, without limitation, by written consent or at any meeting of the shareholders of M-CO Seller or any adjournment or postponement thereof, or except as otherwise agreed to in connection with any written consent of the shareholders of M-COwriting in advance by Buyer, Shareholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. vote (or cause to be voted), in person or deliver a by proxy or by written consent (or cause a written consent to be delivered) coveringconsent, all of the Shares and any New Shares that such as to which Shareholder shall be entitled has, directly or indirectly, the right to so vote: vote or direct the voting, (i) in favor of adoption and approval of the Merger, the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or the transactions contemplated under thereby (including, without limitation, any amendments or modifications of the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when terms thereof adopted in accordance with the S-4 is effectiveterms thereof); (ii) in favor of any proposal to adjourn or postpone any meeting of Seller’s shareholders, if necessary, to solicit additional proxies to approve the Merger Agreement and the transactions contemplated thereby; (iii) against any action, transaction action or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under Seller contained in the Merger Agreement or that would reasonably be expected to result of Shareholder contained in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consentthis Agreement; and (iv) against any agreement, Acquisition Proposal or any other action, agreement or transaction or other matter presented for a shareholder vote or action by consent that is intended tointended, or would is reasonably be expected toby the Shareholder, to impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect the consummation of the transactions contemplated by the Merger Agreement or any this Agreement; and (b) in the event of a meeting of the other actions shareholders of Seller, appear at each such meeting or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of Seller, to approve the Merger Agreement and the transactions contemplated under the Merger Agreement. The Shareholder thereby unless this Agreement shall not take or commit or agree to take any action inconsistent have been terminated in accordance with the foregoingits terms.

Agreement to Vote Shares. Shareholder Stockholder agrees that, from and after the date hereof until the Expiration Date (as defined while this Agreement is in Section 2 below)effect, at any meeting of the shareholders stockholders of M-CO Company, however called, or at any adjournment or postponement thereofof such a stockholders' meeting, or in connection with any written consent of the shareholders of M-COother circumstances in which Stockholder is entitled to vote, Shareholder consent, or give any other approval, except as otherwise agreed to in writing in advance by Buyer, Stockholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (a) (b) below, appear at each such meeting meeting, in person or by proxy, or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. and vote (or cause to be voted), in person or deliver a written consent (or cause a written consent to be delivered) coveringby proxy, all of the Shares and any New Shares that such Shareholder shall be entitled to so vote: (i) in favor of adoption and approval of the Merger, Merger Agreement and the transactions it contemplates (including any amendments or modifications of the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective); (ii) against any action, transaction action or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation representation, or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under Company contained in the Merger Agreement or that would reasonably be expected to result of Stockholder contained in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilledthis Agreement; and (iii) against any M-CO Takeover Acquisition Proposal presented for a shareholder vote or action by consent; and (iv) against any other action, agreement, action, or transaction or other matter presented for a shareholder vote or action by consent that is intended tointended, or would could reasonably be expected toexpected, to impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect the consummation of the transactions contemplated by the Merger Agreement. Stockholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a stockholder of Company, to approve or adopt the Merger Agreement unless the Merger Agreement is terminated in accordance with its terms. Prior to the termination of this Agreement, the obligations of Stockholder specified in this Section 1 shall apply whether or not the Merger or any action described above is recommended by the board of the other actions directors of Company or transactions contemplated under the Merger Agreement. The Shareholder shall not take or commit or agree otherwise subject to take any action inconsistent with the foregoinga Change in Recommendation.

Agreement to Vote Shares. Shareholder agrees that, from and after the date hereof until Until the Expiration Date (as defined in Section 2 below)Time, at any every meeting of Company Stockholders, however called, with respect to any of the shareholders of M-CO or any following, and at every adjournment or postponement thereof, and on every action or in connection with any approval by written consent of the shareholders of M-CO, Shareholder shall: a. if such meeting or written consent pertains Company Stockholders with respect to any of the matters described in subparagraph (b) belowfollowing, each Holder shall appear at such meeting (in person or by proxy) or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. quorum and shall vote (or cause to be voted), ) or deliver a written consent (or cause a written consent to be delivered) covering, covering all of the Shares and any New Shares that such Shareholder Holder shall be entitled to so vote: (i) in favor of the adoption and approval of the Merger, 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 matter necessary for consummation of the Merger and the other transactions contemplated by the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; (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, transaction proposal, or agreement presented for a shareholder vote that would (or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to to) result in any of the conditions to M-COthe Company’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consent; and (iv) against any Acquisition Proposal, Acquisition Transaction or agreement, actiontransaction, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would (or would reasonably be expected to), impede, impair, interfere with, delay, postpone, discourage discourage, or materially and otherwise adversely affect the consummation of the Merger or any of the other actions or transactions contemplated under by the Merger AgreementAgreement ((i) through (iv), the “Covered Proposals”). The Shareholder No Holder shall not take or commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote Shares. Shareholder agrees that, from and after the date hereof until (a) Prior to the Expiration Date (as defined in Section 2 below)Time, at any every meeting of the shareholders stockholders of M-CO or the Company called with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or in connection with any approval by written consent or resolution of the shareholders stockholders of M-CO, Shareholder shall: a. if such meeting or written consent pertains the Company with respect to any of the matters described following matters, Stockholder shall participate and vote the Shares (i) in subparagraph favor of the adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated by the Merger Agreement, and any other matter that is reasonably necessary to facilitate the consummation of the Merger and the other transactions contemplated by the Merger Agreement, (bii) against any Adverse Proposal (as defined below) and (iii) against any other matter that would reasonably be expected to impede, appear at such meeting interfere with, delay, postpone or otherwise cause adversely affect the Merger or any of the transactions contemplated by the Merger Agreement; provided that nothing in this Agreement shall preclude Stockholder from exercising full power and authority to vote the Shares and any New Shares (as defined in Section 3 below) Stockholder’s sole discretion for or against any proposal submitted to be counted as present thereat for purposes of calculating a quorum; and b. vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, all of the Shares and any New Shares that such Shareholder shall be entitled to so vote: stockholders of the Company (i) to approve any payment which would, in favor the absence of adoption and approval such approval, constitute a parachute payment under Section 280G of the MergerCode, (ii) that decreases the amount or changes the form of the Merger Agreement, any and all Consideration payable to Stockholder other agreements related to the Merger or contemplated under than as provided in the Merger Agreement and or (iii) that imposes any and all other actions or transactions contemplated under additional obligations on Stockholder in order to receive the Merger Agreement which may be presented for Consideration. For purposes of this Agreement, “Adverse Proposal” means (A) any Acquisition Proposal (other than a vote at Post-Closing Financing, Permitted Bridge Financing or Refinancing), (B) any change in a shareholder meeting at a time when majority of the S-4 board of directors of the Company, other than to the extent resulting from the election of replacement directors with respect to directors who resigned from or otherwise no longer serve on such board, (C) any amendment to the Company’s certificate of incorporation or bylaws that is effective; not requested or expressly approved by Parent, (iiD) against any action, transaction action or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO the Company or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-COthe Company’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; fulfilled or (iiiE) against any M-CO Takeover Proposal presented for a shareholder vote or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, to impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any of the other actions or transactions contemplated under by the Merger Agreement or this Agreement. The Shareholder Any such vote shall not take be cast (and each consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote or commit or agree to take any action inconsistent with the foregoingconsent.

Agreement to Vote Shares. Shareholder Stockholder agrees that, from and after the date hereof until prior to the Expiration Date (as defined in Section 2 below), at any meeting of the shareholders stockholders of M-CO Parent or any adjournment or postponement thereof, or in connection with any written consent of the shareholders stockholders of M-COParent, Shareholder with respect to the Parent Stockholder Matters, Stockholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and; b. b) from and after the date hereof until the Expiration Date, vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, covering all of the Shares and any New Shares that such Shareholder Stockholder shall be entitled to so vote: (i) in favor of adoption and approval of the Merger, the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement Parent Stockholder Matters and any and all other actions or transactions contemplated under matter that could reasonably be expected to facilitate the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effectiveParent Stockholder Matters; (ii) against any action, transaction or agreement presented for proposal to remove the limitation initially set at the discretion of holders of Parent Convertible Preferred Stock at 19.99% of the number of shares of Parent Common Stock outstanding immediately after giving effect to the issuance of shares of Parent Common Stock upon conversion (the “Beneficial Ownership Limitation”) restricting such holders from beneficially owning a shareholder vote or action by consent that would reasonably be expected to result number of shares of Parent Common Stock in a breach in any material respect excess of any covenant, representation or warranty the Beneficial Ownership Limitation or any other obligation or agreement of M-CO or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; (iii) against any M-CO Takeover Proposal presented for a shareholder vote or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger Parent Stockholder Matters; and (iii) to approve any proposal to adjourn or any postpone the meeting to a later date, if there are not sufficient votes for the approval of the other actions or transactions contemplated under Parent Stockholder Matters on the Merger Agreementdate on which such meeting is held. The Shareholder Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote Shares. Shareholder The Stockholder agrees that, from and after the date hereof until prior to the Expiration Date (as defined in Section 2 below), at any meeting of the shareholders stockholders of M-CO the Company or any adjournment or postponement thereof, or in connection with any written consent of the shareholders stockholders of Mthe Company, with respect to (i) the Merger Agreement, the Merger, the Spin-COOff, Shareholder and all the transactions contemplated thereby, or (ii) any Acquisition Proposal, the Stockholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. (b) from and after the date hereof until the Expiration Date, vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, covering all of the Shares and any New Shares that such Shareholder Stockholder shall be entitled to so vote: (i) in favor of adoption and approval of the Merger Agreement, the Spin-Off and all other transactions contemplated by the Merger Agreement as to which stockholders of the Company are called upon to vote or consent in favor of any matter necessary for consummation of the Merger, the Spin-Off and the other transactions contemplated by the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; (ii) against any action, transaction action or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO the Company or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-COthe Company’s or any of its Subsidiaries’ Subsidiaries or Affiliates’ obligations under the Merger Agreement not being fulfilled; and (iii) against any M-CO Takeover Proposal presented for a shareholder vote Acquisition Proposal, or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any of Merger, the Spin-Off and all other actions or transactions contemplated under by the Merger Agreement. The Shareholder Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing. For the avoidance of doubt, the Stockholder shall not be obligated to take any of the foregoing actions to the extent that the Merger Agreement is amended after the date hereof in a manner that is adverse to the Company or the Stockholder.

Agreement to Vote Shares. The Shareholder agrees that, from and after the date hereof until prior to the Expiration Date (as defined in Section 2 below)Date, at any meeting of the shareholders of M-CO CVLY, or any adjournment or postponement thereof, or in connection with any written consent of the shareholders of M-COCVLY, with respect to the Merger Agreement or any of the transactions contemplated thereby (including the Merger) or any CVLY Acquisition Proposal, the Shareholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and b. (b) vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, all of the Shares and any New Shares that such Shareholder shall be entitled to so vote: vote (i) in favor of adoption and approval of the Merger, Merger and the other transactions contemplated by the Merger Agreement, any and all other agreements related to the Merger or contemplated under the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effective; (ii) against any action, transaction action or agreement presented for a shareholder vote or action by consent that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty warranty, or any other obligation or agreement of M-CO CVLY contained in the Merger Agreement or any of its Subsidiaries the Shareholder contained in this Agreement, or Affiliates that would preclude fulfillment of a condition under the Merger Agreement or that would reasonably be expected to result in any of CVLY’s and ORRF’s respective obligations to consummate the conditions to M-CO’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilledMerger; and (iii) against any M-CO Takeover Proposal presented for a shareholder vote CVLY Acquisition Proposal, or action by consent; and (iv) against any agreement, action, agreement or transaction or other matter presented for a shareholder vote or action by consent that is intended tointended, or would could reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any of the other actions or transactions contemplated under by the Merger Agreement. The Shareholder Any such vote shall not take be cast or commit consent shall be given in accordance with such procedures relating thereto so as to 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 agree to take any action inconsistent with the foregoingconsent.

Agreement to Vote Shares. Shareholder Stockholder agrees that, from and after the date hereof until prior to the Expiration Date (as defined in Section 2 below), at any meeting of the shareholders stockholders of M-CO Zalicus or any adjournment or postponement thereof, or in connection with any written consent of the shareholders stockholders of M-COZalicus, Shareholder with respect to the Merger, the Merger Agreement or any Zalicus Acquisition Proposal, Stockholder shall: a. if such meeting or written consent pertains to any of the matters described in subparagraph (ba) below, appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and; b. (b) from and after the date hereof until the Expiration Date, vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering, covering all of the Shares and any New Shares that such Shareholder Stockholder shall be entitled to so vote: (i) in favor of adoption and approval of (A) the issuance of the shares of Zalicus Common Stock by virtue of the Merger, the Merger Agreement, any and all other agreements related (B) an amendment to the Merger or contemplated under Zalicus Charter to effect the Merger Agreement and any and all other actions or transactions contemplated under the Merger Agreement which may be presented for a vote at a shareholder meeting at a time when the S-4 is effectiveReverse Stock Split; (ii) against any action, transaction action or agreement presented for a shareholder vote or action by consent that that, to the knowledge of Stockholder, would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of M-CO Zalicus or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to M-COZalicus’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; and (iii) against any M-CO Takeover Proposal presented for a shareholder vote Zalicus Acquisition Proposal, or action by consent; and (iv) against any agreement, action, transaction or other matter presented for a shareholder vote or action by consent that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any of the and all other actions or transactions contemplated under by the Merger Agreement. The Shareholder Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing.