Common use of Agreement to Vote Shares Clause in Contracts

Agreement to Vote Shares. The Stockholder hereby agrees that the Stockholder shall, with respect to all of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum; (b) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement 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 the adoption by the Company’s stockholders of the Merger Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof; (c) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof.

Agreement to Vote Shares. The Stockholder hereby agrees (a) Until the earlier to occur of the Effective Time, the Expiration Date and a Company Adverse Recommendation Change that is not rescinded or otherwise withdrawn, at every meeting of the Stockholder shall, stockholders of the Company called with respect to all any of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however calledfollowing, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, Holder shall appear at such meeting (in person or otherwise by proxy) and shall vote (or cause to be voted) or consent the Shares to be counted as present thereat for purposes of establishing a quorum; and any New Shares (bi) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement 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 the adoption by the Company’s stockholders of the Merger Agreement and (ii) against any Acquisition Proposal (the approval “Covered Proposals”). This Agreement is intended to bind Holder as a stockholder of the transactions contemplated thereby, including Company (and not in any action reasonably necessary to waive any dissenters’ other capacity such as a director or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof; (c) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment officer of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving ) and only with respect to the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement; and Covered Proposals. Except as expressly set forth in clauses (di) notwithstanding the foregoing provisions and (ii) of this Section 32, Holder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. Until the earlier to occur of the Effective Time and the Expiration Date, Holder covenants and agrees not to enter into any agreement or understanding with any Person with respect to voting of its Shares on any Covered Proposal which conflicts with the terms of this Agreement. (b) Holder further agrees that, until the earlier to occur of the Effective Time and the Expiration Date, Holder will not, and until this Section 3(dwill not permit any entity under Holder’s control to, (A) terminates solicit proxies or is terminated pursuant to Section 6 hereof, so long become a “participant” in a “solicitation” (as (i) each of Parent, Merger Sub and the Company complies such terms are defined in all material respects with its obligations Rule 14A under the Merger Agreement, (iiExchange Act) the Company elects in opposition to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior any Covered Proposal, (iiiB) initiate a stockholders’ vote with respect to an Acquisition Proposal or (C) become a member of a “group” (as such term is used in Section 13(d) of the Alternative Acquisition Agreement providing for the Superior Proposal is (xExchange Act) entered into with respect to any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt voting securities of the Company Stockholder Approvals, and (y) provides for the payment with respect to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative an Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofProposal.

Agreement to Vote Shares. The Stockholder hereby agrees that the Stockholder shall, with respect to all of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates Prior to the Expiration Date, if there is a Company Shareholders Meeting (or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any other meeting of the holders stockholders of Sharesthe Company called at which a vote contemplated below is taken), however called, then at such meeting and at every adjournment or postponement thereof, appear at such meeting or otherwise the Company Shareholder shall cause the Shares to be counted as present thereat for purposes of establishing a quorum; (b) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement quorum and the transactions contemplated thereby, however called, and at every adjournment or postponement thereof, vote the Shares Shares, or cause the Shares to be voted voted, (i) in favor of the adoption by the Company’s stockholders of the Merger Agreement and the approval of the transactions contemplated therebyother Transactions (collectively, including the “Proposed Transaction”), (ii) against the approval or adoption of any action reasonably necessary to waive Alternative Proposal or any dissenters’ other proposal made in opposition to, or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof; (c) until this Agreement terminates or is terminated pursuant to Section 6 hereofcompetition with, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however calledProposed Transaction, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, (iii) against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company Alternative Proposal or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction that would reasonably be expected to prevent impede, interfere with, delay, postpone, discourage or materially impede or delay adversely affect the consummation of the Proposed Transaction, (iv) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of the Company Shareholder contained in this Agreement (the matters set forth in clauses (ii) and (iv) of this Section 3(a), an “Alternative Transaction”), and (v) in favor of any other transactions contemplated matter reasonably necessary in order to consummate the Transactions, including the Merger. (b) Prior to the Expiration Date, the Company Shareholder shall not approve any Alternative Transaction by written consent. Notwithstanding the foregoing, nothing in this Agreement shall require the Company Shareholder to vote in favor of, or otherwise act by written consent with respect to, any amendment to the Merger Agreement or the consummation taking of any action that 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 transactions contemplated Merger Consideration payable to the Company Shareholder, and, for the avoidance of doubt, the Company Shareholder may act in its sole discretion with respect to any such foregoing proposed item. Except as expressly set forth in this Section 3(b), the Company Shareholder shall not be restricted from voting in favor of, acting by this Agreement; andwritten consent with respect to, voting against or abstaining with respect to any matter (other than the Proposed Transaction or an Alternative Transaction) presented to the shareholders of the Company. (c) If the Company Shareholder is the beneficial owner, but not the record holder, of any of the Shares, the Company Shareholder agrees to use its best efforts to take all actions necessary to cause the record holder and any nominees to vote, or act by written consent with respect to, all of such Shares in accordance with Section 3(a). (d) notwithstanding In the foregoing provisions event of this Section 3a stock split, and until this Section 3(d) terminates stock dividend or is terminated pursuant to Section 6 hereofdistribution, so long as (i) each of Parent, Merger Sub and or any change in the Company complies in all material respects with its obligations under the Merger Agreement, (ii) the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt capital stock of the Company Stockholder Approvalsby 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. (ye) provides for the payment The Company Shareholder hereby waives and agrees not to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders exercise any rights (including under Sections 351.447 and/or 351.455 of the Company’s Common Stock MGBCL) to demand appraisal of any Shares which may elect arise with respect to receive all cash consideration without any cutback the Merger or proration based upon dissent from the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofMerger.

Agreement to Vote Shares. The Stockholder hereby a. Subject to Section 2(c) and except to the extent waived in writing by Buyer, Holder agrees that during the Stockholder shallterm of this Agreement to vote the Shares, with respect and to all cause any holder of record of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any Shares is set forth annual or special meeting of stockholders of the Company: (i) in Exhibit A): (a) until this Agreement terminates or is terminated favor of the approval of the sale of the Acquired Assets pursuant to Section 6 hereof, subject to Section 3(d) hereofthe Purchase Agreement and the transactions contemplated thereby, at every meeting (or in connection with any meeting action by written consent) of the holders stockholders of Shares, however called, the Company at which such matters are considered and at every adjournment or postponement thereof; and (ii) against (1) any Acquisition Proposal or (2) any amendment of the Company’s certificate of incorporation or bylaws (collectively, appear at the “Covered Proposals”). This Agreement is intended to bind Holder as a stockholder of the Company only with respect to the Covered Proposals. Until the Expiration Date, Holder covenants and agrees not to enter into any agreement or understanding with any Person with respect to voting of its Shares on any Covered Proposal which conflicts with the terms of this Agreement. x. Xxxxxx further agrees that, until the Expiration Date, Holder will not, and will not permit any Person under Holder’s control to, (A) solicit proxies or become a “participant” in a “solicitation” (as such meeting or otherwise cause terms are defined in Rule 14a-1 under the Shares Exchange Act) in opposition to be counted as present thereat for purposes the approval of establishing a quorum; (b) until this Agreement terminates or is terminated the sale of the Acquired Asssets pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Purchase Agreement and the transactions contemplated thereby, however called(B) become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any solicitation of voting securities of the Company in support of an Acquisition Proposal, or (C) engage in any conduct as to which the Company is prohibited by Section 4.9 of the Purchase Agreement, provided, however, that any such conduct by Holder, or by an Affiliate of Holder, in his or her capacity as an officer or director of the Company shall not constitute a breach of this Section 2. c. The Holder’s obligations under this Section 2 shall be suspended during any period beginning on the date (a “Suspension Date”) that the Board of Directors has failed to make or withdrawn, modified or changed the Board Recommendation in accordance with Section 4.8(b) or Section 4.9(e) of the Purchase Agreement and at every adjournment or postponement thereof, ending on the date following the relevant Suspension Date that the Board of Directors has recommended that the stockholders of the Company vote the Shares or cause the Shares to be voted in favor of the adoption by the Company’s stockholders of the Merger Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect sale of such transaction and any action required in furtherance thereof; (c) until this Agreement terminates or is terminated the Acquired Assets pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Purchase Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Purchase Agreement and the approval of the transactions contemplated thereby(each period, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofa “Suspension Period”).

Agreement to Vote Shares. The Stockholder hereby agrees that (a) Until the Stockholder shallearlier to occur of the Effective Time and the Expiration Date, at every meeting of the shareholders of the Company called with respect to all any of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however calledfollowing, and at every adjournment or postponement thereof, and on every action or approval by written consent of the shareholders of the Company with respect to any of the following, Holder shall appear at such meeting (in person or otherwise cause by proxy) and shall vote or consent the Shares to be counted as present thereat for purposes of establishing a quorum; and any New Shares (bi) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement 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 the adoption by the Company’s stockholders of the Merger Agreement and the approval of the transactions contemplated therebythereby and (ii) against any proposal for any recapitalization, including merger, sale of assets or other business combination (other than the Merger) between the Company and any person or entity other than Newco, or any other action or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or other obligation or agreement of Holder under this Agreement or which is designed to delay, prevent or frustrate the Merger. This Agreement is intended to bind Holder as a shareholder of the Company only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 2, Holder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the shareholders of the Company. Prior to the termination of this Agreement, Holder covenants and agrees not to enter into any agreement or understanding with any person to vote or give instructions in any manner inconsistent with the terms of this Agreement. (b) Holder further agrees that, until the termination of this Agreement, Holder will not, and will not permit any entity under Holder’s control to, (A) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the Exchange Act) with respect to an Opposing Proposal (as defined below), (B) initiate a shareholders’ vote with respect to an Opposing Proposal or (C) become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Company with respect to an Opposing Proposal. For the purposes of this Agreement, an “Opposing Proposal” means any action reasonably necessary to waive any dissenters’ or appraisal rights it may have proposal described in respect clause (ii) of such transaction and any action required in furtherance thereof;Section 2(a) above. (c) until this Agreement terminates Subject to the provisions set forth in Section 5 hereof and as security for Holder’s obligations under Section 2(a), Holder hereby irrevocably constitutes and appoints Newco and its or is terminated pursuant his designees as his attorney and proxy in accordance with the MGCL, with full power of substitution and resubstitution, to Section 6 hereofcause the Shares to be counted as present at the Company Shareholder Meeting, subject to Section 3(d) hereof, vote his Shares at any meeting of the holders of SharesCompany Shareholder Meeting, however called, and at every adjournment to execute consents in respect of his Shares as and to the extent provided in Section 2(a). SUBJECT TO THE PROVISIONS SET FORTH IN SECTION 5 HEREOF, THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Upon the execution of this Agreement, Holder hereby revokes any and all prior proxies or postponement thereof, vote, or cause powers of attorney given by Holder with respect to voting of the Shares on the matters referred to be voted, against in Section 2(a) and agrees not to grant any amendment subsequent proxies or powers of attorney with respect to the voting of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving Shares on the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected matters referred to prevent or materially impede or delay in Section 2(a) until after the consummation of the Merger or the other transactions contemplated by Expiration Date. Holder understands and acknowledges that Newco is entering into the Merger Agreement or in reliance upon the consummation Holder’s execution and delivery of this Agreement and Holder’s granting of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of proxy contained in this Section 3, and until 2(c). Holder hereby affirms that the proxy granted in this Section 3(d2(c) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each given in connection with the execution of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) and that such proxy is given to secure the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt performance of the Company Stockholder Approvals, duties of Holder under this Agreement. Newco acknowledges and (y) provides for agrees that Holder may vote the payment Shares on all other matters not referred to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”in Section 2(a), and (iv) the Board of Directors’ recommendation in favor of attorneys and proxies named above may not exercise the adoption of proxy with respect to such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofother matters.

Agreement to Vote Shares. The Stockholder hereby agrees that At every meeting of the Stockholder shall, stockholders of FHP called with respect to all any of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however calledfollowing, and at every adjournment or postponement thereof, appear at such meeting and on every action or otherwise approval by written consent of the stockholders of FHP with respect to any of the following, Stockholder shall vote (and use his best efforts to cause Other to vote) the Shares to be counted as present thereat for purposes of establishing a quorum; and any New Shares: (bi) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement 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 the adoption by the Company’s stockholders and approval of the Merger Reorganization Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction Merger and any action required in furtherance thereof; (c) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would matter that could reasonably be expected to prevent or materially impede or delay facilitate the consummation of the Merger not inconsistent with the terms of the Reorganization Agreement, PROVIDED that the terms of the Reorganization Agreement in effect on the date hereof have not been amended or modified without the prior written consent of the undersigned, if the effect of such amendment or modification is to (a) decrease the consideration paid to any holder of the capital stock of FHP (or any holder of an option or right to purchase any such capital stock) (collectively, a "FHP Holder"), (b) decrease the number of shares of Class A Common Stock issuable to any FHP Holder, (c) change the terms of Sections 1.4(d) of the Reorganization Agreement relating to the composition of the post-Closing Board of Directors of Holdings; or (d) change any other transactions contemplated by term thereof in a manner that would materially and adversely affect Stockholder (the Reorganization Agreement, as it may be amended in accordance with its terms and the foregoing, the Merger Agreement and all related matters being the "Merger Proposal"); and (ii) against approval of any proposal made in opposition to or the competition with consummation of the transactions contemplated by Merger and against any merger, consolidation, sale of assets, reorganization or recapitalization with any party other than with PacifiCare and its affiliates and against any liquidation or winding up of FHP (each of the foregoing is hereinafter referred to as an "Opposing Proposal"). Stockholder agrees not to take any actions contrary to Stockholder's obligations under this Agreement; and (d) notwithstanding the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant . Stockholder further agrees to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in use his best efforts to obtain proxies from all material respects with its obligations under the Merger Agreement, (ii) the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person Others within 30 days after the date hereof appointing PacifiCare's President, Chief Operating Officer, Chief Financial Officer and prior Secretary proxies to vote any shares held by such Other in accordance with the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt provisions of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofthis Agreement.

Agreement to Vote Shares. The Stockholder hereby agrees that the Stockholder shall, with respect to all of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum; (b) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement 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 the adoption by the Company’s stockholders of the Merger Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof; ; (c) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof.

Agreement to Vote Shares. The Stockholder hereby agrees that From the Stockholder shall, with respect date of this Agreement to all the earliest to occur of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this the date upon which the Merger Agreement terminates or is terminated validly terminated, (b) the Effective Time of the Merger, (c) the date following receipt of the Company Stockholder Approval, (d) the date that any material amendment shall be made to the Merger Agreement (a “material amendment” shall mean any valid written amendment to the Merger Agreement reducing the consideration payable to Stockholder pursuant to Section 6 hereof, subject the Merger Agreement and any other valid written amendment to Section 3(d) hereof, at any meeting the Merger Agreement that would materially delay the consummation of the Merger) without the written consent of Stockholder and (e)(i) any amendment to the Articles of Incorporation or Bylaws (whether by merger, consolidation or otherwise) of Parent in any manner that would have a disparate effect on holders of Shares, however calledas holders of Parent Stock at and following the Effective Time, relative to other holders of Parent Stock, and at every (ii) any amendment to the Articles of Incorporation of Parent to provide for any class of capital stock with rights to distributions or upon a liquidation (including upon a merger, consolidation, asset sale or similar transaction) that are superior to those of the Parent Stock, other than an amendment in connection with a shareholder rights plan, “poison pill” anti-takeover plan or other similar device (the earliest of such to occur being the “Voting Covenant Expiration Date”), Stockholder shall, and shall cause any holder of record of the Stockholder Shares or any New Shares (as defined in Section 9 hereof) to vote, or cause to be voted, the Stockholder Shares and any New Shares (i) in favor of (A) adoption of the Merger Agreement, (B) any other action in furtherance thereof; provided, that such action does not require a material amendment to the Merger Agreement to which Stockholder has not consented, and (C) any adjournment or postponement thereof, appear at such recommended by the Company with respect to any stockholder meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum; (b) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on concerning the Merger Agreement and the transactions contemplated thereby, however called, Mergers and at every adjournment or postponement thereof, vote the Shares or cause the Shares to be voted in favor of the adoption by the Company’s stockholders of the Merger Agreement and the approval of the transactions contemplated thereby, including (ii) against any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction Acquisition Proposal and any action required or agreement that would result in furtherance thereof; (c) until this Agreement terminates a breach of any representation, warranty, covenant or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting obligation of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by in the Merger Agreement or impair the consummation of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt ability of the Company to consummate the Merger. In addition, Stockholder Approvalsagrees not to take, and (y) provides for the payment or commit or agree to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i)take, (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofinconsistent with the foregoing.

Agreement to Vote Shares. The Stockholder hereby agrees that (a) Until the Stockholder shallearlier to occur of the Effective Time and the Expiration Date, at every meeting of the stockholders of the Company called with respect to all any of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however calledfollowing, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, Holder shall appear at such meeting (in person or otherwise cause by proxy) and shall vote or consent the Shares to be counted as present thereat for purposes of establishing a quorum; (bi) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement 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 the adoption by the Company’s stockholders of the Merger Agreement and the approval of the transactions contemplated therebythereby and (ii) against any proposal for any recapitalization, including any action reasonably necessary to waive any dissenters’ merger, sale of assets or appraisal rights it may have in respect of such transaction other business combination (other than as contemplated by the Merger Agreement) between the Company and any action required in furtherance thereof; (c) until this Agreement terminates person or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at entity other than Parent or any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction agreement that would reasonably be expected to prevent result in a breach of any covenant, representation or materially impede warranty or delay the consummation any other obligation or agreement of the Merger or the other transactions contemplated by Company under the Merger Agreement or the consummation Holder under this Agreement or which would reasonably be expected to result in any of the transactions contemplated by this Agreement; and (d) notwithstanding conditions to the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its Company’s obligations under the Merger Agreement, Agreement not being fulfilled. This Agreement is intended to bind Holder as a stockholder of the Company only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 3(a), Holder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the Company elects stockholders of the Company. Prior to terminate the Merger Agreement pursuant termination of this Agreement, Holder covenants and agrees not to enter into any agreement or understanding with any person to vote or give instructions in any manner inconsistent with the terms of this Agreement. (b) Holder further agrees that, until the termination of this Agreement, Holder will not, and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposalwill not permit any entity under Holder’s control to, (iiiA) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the Alternative Acquisition Agreement providing for Exchange Act) with respect to an Opposing Proposal (as defined below), (B) initiate a stockholders’ vote with respect to an Opposing Proposal or (C) become a member of a “group” (as such term is used in Section 13(d) of the Superior Proposal is (xExchange Act) entered into with respect to any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt voting securities of the Company Stockholder Approvalswith respect to an Opposing Proposal. For the purposes of this Agreement, and (y) provides for the payment to all holders of Common Stock either all cash consideration an “Opposing Proposal” means any action or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), proposal described in clause (ii) and (iiiof Section 3(a) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofabove.

Agreement to Vote Shares. The Each Stockholder hereby agrees that that, prior to the Expiration Date (as defined in Section 2 below), such Stockholder shall: (a) whether at a meeting or by written consent, with respect vote (or cause to be voted) all of the Shares and any New Shares that Stockholder is shall be entitled to so vote (the “Covered Shares”), in favor of (A) adopting and approving the Merger Agreement and the transactions contemplated thereby, (B) any limitations upon Stockholder’s right matter that could reasonably be expected to vote facilitate the Merger, the Concurrent PIPE Investment and the transactions contemplated in the Merger Agreement, and (C) against any Shares Acquisition Proposals, or any agreement, transaction or other matter that is set forth intended to, or would reasonably be expected to impeded, interfere with, delay, postpone or materially and adversely affect the consummation of the Merger, the Concurrent PIPE Investment and the transactions contemplated in Exhibit A):the Merger Agreement; (b) in furtherance of subsection (a), promptly following the declaration of effectiveness of the Registration Statement, but in any case within two (2) until this Business Days thereafter, take any action reasonably necessary upon the request of the Company to cause the Covered Shares held by such Stockholder to be voted in favor of the adoption and approval of the Merger Agreement terminates or is terminated pursuant to Section 6 hereofand the transactions contemplated thereby, subject to Section 3(dincluding, without limitation, the execution 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) hereof, at any meeting of the holders stockholders of Shares, however called, and at every the Company or any adjournment or postponement thereof, appear at such meeting (in person or by proxy) or otherwise cause the Covered Shares to be counted as present thereat for purposes of establishing calculating a quorum; (b) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, 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 of the holders of Shares to a later date, if there are not sufficient votes for the purpose of voting on the Merger Agreement 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 the adoption by the Company’s stockholders of the Merger Agreement and on the approval of the transactions contemplated thereby, including date on which such meeting is held. Stockholder shall not take or commit or agree to take any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof; (c) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of inconsistent with the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofforegoing.

Agreement to Vote Shares. The Stockholder hereby agrees that (a) Until the Stockholder shallearlier to occur of the Effective Time and the Expiration Date, at every meeting of the stockholders of the Company called with respect to all any of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however calledfollowing, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, Holder shall appear at such meeting (in person or otherwise cause by proxy) and shall vote or consent the Shares to be counted as present thereat for purposes of establishing and any New Shares, unless a quorum; (bCompany Adverse Recommendation Change has been made in accordance with Sections 5.4(d) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d5.4(e) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement and the transactions contemplated thereby, however called, and at every adjournment or postponement thereof, vote the Shares or cause the Shares to be voted Agreement: (i) in favor of the adoption by the Company’s stockholders of the Merger Agreement and the approval of the transactions contemplated therebythereby and (ii) against (x) any proposal for any recapitalization, including any action reasonably necessary to waive any dissenters’ merger, sale of assets or appraisal rights it may have in respect of such transaction other business combination (other than the Merger) between the Company and any action required in furtherance thereof; person or entity other than Parent, (cy) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction agreement that would reasonably be expected to prevent result in a breach of any covenant, representation or materially impede warranty or delay the consummation any other obligation or agreement of the Merger or the other transactions contemplated by Company under the Merger Agreement or the consummation Holder under this Agreement, or (z) which would reasonably be expected to result in any of the transactions contemplated by this Agreement; and (d) notwithstanding conditions to the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its Company’s obligations under the Merger AgreementAgreement not being fulfilled (each such action or proposal described in this clause (ii), an “Opposing Proposal”). This Agreement is intended to bind Holder as a stockholder of the Company only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 2, Holder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the Company elects stockholders of the Company. Prior to terminate the Merger Agreement pursuant termination of this Agreement, Holder covenants and agrees not to enter into any agreement or understanding with any person to vote or give instructions in any manner inconsistent with the terms of this Agreement. (b) Holder further agrees that, until the termination of this Agreement, Holder will not, and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposalwill not permit any entity under Holder’s control to, (iiiA) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the Alternative Acquisition Agreement providing for Exchange Act) with respect to an Opposing Proposal (as defined below), (B) initiate a stockholders’ vote with respect to an Opposing Proposal or (C) become a member of a “group” (as such term is used in Section 13(d) of the Superior Proposal is (xExchange Act) entered into with respect to any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt voting securities of the Company Stockholder Approvals, and (y) provides for the payment with respect to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofan Opposing Proposal.

Agreement to Vote Shares. The Stockholder hereby Shareholder agrees that the Stockholder shallthat, with respect to all of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until while this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereofin effect, at any meeting of the holders shareholders of SharesHCBF, however called, and or at every any adjournment or postponement thereof, or in any other circumstances in which Shareholder is entitled to vote, consent or give any other approval, except as otherwise agreed to in writing in advance by CenterState, Shareholder shall: (a) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of establishing calculating a quorum;; and (b) until this Agreement terminates vote (or is terminated pursuant cause to Section 6 hereofbe voted), subject in person or by proxy, all the Shares as to Section 3(dwhich the Shareholder has, directly or indirectly, the right to vote or direct the voting, (i) hereof, at any meeting in favor of the holders adoption and approval of Shares for the purpose of voting on the Merger Agreement and the transactions contemplated thereby, however called, thereby (including any amendments or modifications of the terms thereof approved by the board of directors of HCBF and at every adjournment or postponement adopted in accordance with the terms thereof, vote the Shares or cause the Shares to be voted ); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the adoption by the Company’s stockholders Merger Agreement; (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of HCBF contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iv) against any Acquisition Proposal (as defined in the approval of the transactions contemplated therebyMerger Agreement) or any other action, including any action reasonably necessary to waive any dissenters’ agreement or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof; (c) until this Agreement terminates or that is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, voteintended, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would could reasonably be expected expected, to prevent impede, interfere or be inconsistent with, delay, postpone, discourage or materially impede or delay the and adversely affect consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement; and (d) notwithstanding . 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 HCBF, to approve or adopt the foregoing provisions Merger Agreement unless this Agreement shall have been terminated in accordance with its terms. The parties hereto agree that, solely for purposes of this Section 31, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon term “Shares” shall mean the number of other holders so electing (the occurrence shares of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of HCBF Common Stock for the purpose of voting indicated on the Alternative Acquisition signature page of this Agreement and under the transactions contemplated therebyheading “Total Number of Shares of HCBF Common Stock Subject to Section 1 of this Agreement” “beneficially owned” (as such term is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, however called, and at every adjournment or postponement thereof, vote the Shares or cause the Shares to be voted in favor of the adoption as amended) by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofShareholder.

Agreement to Vote Shares. The Stockholder hereby agrees that the Stockholder shall, with respect to all of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant Subject to Section 6 hereof, subject to Section 3(d1(b) hereof, the Stockholder agrees during the term of this Agreement to vote the Shares, in person or by proxy, (i) in favor of approval of the Merger Agreement at any every meeting of the holders stockholders of Shares, however called, the Company at which such matters are considered and at every adjournment or postponement thereofthereof (each, appear at a "Stockholder Meeting") and (ii) against an Alternative Proposal (as such meeting or otherwise cause term is defined in the Shares to be counted as present thereat for purposes of establishing a quorum;Merger Agreement). (b) until this Agreement terminates or is terminated Notwithstanding anything to the contrary contained herein, the obligations of the Stockholder pursuant to Section 6 hereof, 1(a) hereof with respect to matters to be considered at any Stockholder Meeting are subject to Section 3(dthe following conditions: (i) hereof, Parent and Newco shall have performed in all material respects all of their respective material obligations under the Merger Agreement to have been performed at any meeting or prior to the date of such Stockholder Meeting; (ii) all representations and warranties of Parent and Newco set forth in the Merger Agreement shall be true and correct in all material respects as of the holders date of Shares such Stockholder Meeting as though made on and as of such date (except for the purpose of voting on changes permitted by the Merger Agreement and the transactions contemplated therebythat those representations which address matters only as of a particular date shall remain true and correct as of such date), however called, and at every adjournment or postponement thereof, vote the Shares or cause the Shares except in any case for such failures to be voted true and correct which would not have a Parent Material Adverse Effect (as defined in favor of the adoption by the Company’s stockholders of the Merger Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofAgreement); (ciii) until this Agreement terminates there shall not be in effect on the date of such Stockholder Meeting any statute, rule, regulation, executive order, decree, ruling or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws injunction or other proposal, action order of a court or transaction involving governmental or regulatory agency of competent jurisdiction directing that the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement not be consummated; provided, however, that, subject to the terms and provisions provided in the Merger Agreement (including but not limited to Section 6.8 thereof), prior to invoking this condition each party shall use its reasonable efforts to have any such decree, ruling, injunction or the consummation of the transactions contemplated by this Agreementorder vacated; and (div) notwithstanding the foregoing provisions of this Section 3, and until this Section 3(d) terminates or Registration Statement (as such term is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies defined in all material respects with its obligations under the Merger Agreement) to be filed with the Securities and Exchange Commission (the "SEC") by Parent under the Securities Act of 1933, as amended (iithe "Act") to register the Company elects to terminate shares of Parent Common Stock (as such term is defined in the Merger Agreement pursuant to and in compliance with Section 7.1(d)(iiAgreement) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement and the transactions contemplated thereby, however called, and at every adjournment or postponement thereof, vote the Shares or cause the Shares to be voted issued in favor the Merger shall have become effective under the Act and shall not be the subject of the adoption any stop order or proceeding by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofSEC seeking a stop order.

Agreement to Vote Shares. The Stockholder hereby Prior to the Expiration, Shareholder ------------------------ covenants and agrees that the Stockholder shall, with respect to all of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A):as follows: (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any At each meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum; (b) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting shareholders of the holders Company called to vote upon the Merger, the Reorganization Agreement or any of Shares for the purpose of voting on the Merger Agreement and the transactions contemplated therebyby the Reorganization Agreement, however called, and or at every any adjournment or postponement thereof, or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger, the Reorganization Agreement or any of the transactions contemplated by the Reorganization Agreement, is sought, such Shareholder shall, including by executing a shareholder's written consent if requested by Parent, vote the (or cause to be voted) such Shareholder's Shares or cause the New Shares to be voted in favor of the adoption and approval by the Company’s stockholders Company of the Merger Reorganization Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction terms thereof and any action required in furtherance thereof; (c) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or and each of the other transactions contemplated by the Reorganization Agreement and in favor of any matter that could reasonably be expected to facilitate the Merger Agreement or and the consummation of the other transactions contemplated by this the Reorganization Agreement; and, including any agreements or arrangements that may result in the payment of any amount that would not be deductible by reason of Section 280G of the Internal Revenue Code of 1986, as amended. (db) notwithstanding the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at At any meeting of the holders shareholders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement and the transactions contemplated therebyCompany or at any adjournment thereof or in any other circumstances upon which such Shareholder's vote, however calledconsent or other approval is sought, and at every adjournment such Shareholder shall vote (or postponement thereof, vote cause to be voted) the Shares or New Shares of such Shareholder against, and shall not consent to (and shall cause the Shares not to be voted consented to), any Alternative Transaction or Frustrating Transaction. (c) Notwithstanding the foregoing, nothing in favor this Agreement shall limit or restrict Shareholder from acting in his capacity as a director of Company, to the extent applicable, it being understood that this Agreement shall apply to Shareholder solely in his capacity as a shareholder of the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof.

Agreement to Vote Shares. The Stockholder hereby agrees that (a) Until the Stockholder shallearlier to occur of the Effective Time and the Expiration Date, at every meeting of the Shareholders of the Company called with respect to all any of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however calledfollowing, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Shareholders of the Company with respect to any of the following, Holder shall appear at such meeting (in person or otherwise cause by proxy) and shall vote or consent the Shares to be counted as present thereat for purposes of establishing a quorum; (bi) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement 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 the adoption by the Company’s stockholders of the Merger Agreement and the approval of the transactions contemplated therebythereby and (ii) against any proposal for any recapitalization, including merger, sale of assets or other business combination (other than as contemplated by the Merger Agreement) between the Company and any person or entity other than Parent or any other action or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or Holder under this Agreement or which would reasonably be expected to result in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled. This Agreement is intended to bind Holder as a Shareholder of the Company only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 2(a), Holder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the Shareholders of the Company. Prior to the termination of this Agreement, Holder covenants and agrees not to enter into any agreement or understanding with any person to vote or give instructions in any manner inconsistent with the terms of this Agreement. (b) Holder further agrees that, until the termination of this Agreement, Holder will not, and will not permit any entity under Holder’s control to, (i) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the Exchange Act) with respect to an Opposing Proposal (as defined below), (ii) initiate a Shareholders’ vote with respect to an Opposing Proposal or (iii) become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Company with respect to an Opposing Proposal. For the purposes of this Agreement, an “Opposing Proposal” means any action reasonably necessary to waive any dissenters’ or appraisal rights it may have proposal described in respect clause (ii) of such transaction and any action required in furtherance thereof;Section 2(a) above. (c) until this Agreement terminates Subject to the provisions set forth in Section 5 hereof and as security for Holder’s obligations under Section 2(a), Holder hereby irrevocably constitutes and appoints Parent and its designees as his or is terminated pursuant her attorney and proxy in accordance with the CGCL, with full power of substitution and resubstitution, to Section 6 hereofcause the Shares to be counted as present at the Company Shareholders meeting, subject to Section 3(d) hereof, vote his Shares at any meeting of the holders of SharesCompany Shareholders meeting, however called, and at every adjournment to execute consents in respect of his or postponement thereofher Shares as and to the extent provided in Section 2(a). SUBJECT TO THE PROVISIONS SET FORTH IN SECTION 5 HEREOF, voteTHIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Upon the execution of this Agreement, Holder hereby revokes any and all prior proxies or cause powers of attorney given by Holder with respect to voting of the Shares on the matters referred to be voted, against in Section 2(a) and agrees not to grant any amendment subsequent proxies or powers of attorney with respect to the voting of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving Shares on the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected matters referred to prevent or materially impede or delay in Section 2(a) until after the consummation of the Merger or the other transactions contemplated by Expiration Date. Holder understands and acknowledges that Parent is entering into the Merger Agreement or in reliance upon the consummation Holder’s execution and delivery of this Agreement and Holder’s granting of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of proxy contained in this Section 3, and until 2(c). Holder hereby affirms that the proxy granted in this Section 3(d2(c) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each given in connection with the execution of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) and that such Proxy is given to secure the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt performance of the Company Stockholder Approvals, duties of Holder under this Agreement. Parent acknowledges and (y) provides for agrees that Holder may vote the payment Shares on all other matters not referred to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”in Section 2(a), and (iv) the Board of Directors’ recommendation in favor of attorneys and proxies named above may not exercise the adoption of proxy with respect to such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofother matters.

Agreement to Vote Shares. The Stockholder hereby agrees that (a) Until the Stockholder shallearlier to occur of (i) the Effective Time and (ii) the Expiration Date, at every meeting of the shareholders of the Company called with respect to all any of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however calledfollowing, and at every adjournment or postponement thereof, appear at such meeting and on every action or otherwise cause approval by written consent of the shareholders of the Company with respect to any of the following, Holder shall vote or consent the Shares to be counted as present thereat for purposes of establishing a quorum; and any New Shares (bi) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement 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 the adoption by the Company’s stockholders approval of the Merger Agreement and the approval Merger and (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination (other than the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction Merger) between the Company and any action required in furtherance thereof; (c) until this Agreement terminates person or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at entity other than Parent or any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would agreement that could reasonably be expected to prevent result in a breach of any covenant, representation or materially impede warranty or delay the consummation any other obligation or agreement of the Merger or the other transactions contemplated by Company under the Merger Agreement or the consummation Holder under this Agreement or which could reasonably be expected to result in any of the transactions contemplated by this Agreement; and (d) notwithstanding conditions to the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its Company's obligations under the Merger Agreement, Agreement not being fulfilled. This Agreement is intended to bind Holder as a shareholder of the Company only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) the Company elects of this Section 2, Holder shall not be restricted from voting in favor of, against or abstaining with respect to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior other matter presented to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders shareholders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon . (b) At each of the number 2004 and 2005 annual meeting of other holders so electing (the occurrence stockholders of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”)Parent, and (iv) at any adjournment or postponement of either such meeting, Holder shall vote all shares of capital stock of Parent owned beneficially or of record by Holder as of the Board of Directors’ recommendation record date for each such annual meeting in favor of the adoption election of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the nominees for director recommended for election by the Board of Directors or of Parent; provided, however, that Holder shall have no obligation under this Section 2(b) in the Independent Committee event that the Expiration Date occurs prior to either such annual meeting of stockholders; provided further, that Holder shall have no obligation under this Section 2(b) with respect to the 2005 annual meeting of stockholders of Parent if (i) the individual designated by the Company pursuant to section 5.17(a) of the Company request in writingMerger Agreement to serve as a Class II director of Parent is willing, able and qualified to serve as a director of Parent and is not one of the nominees the Board of Directors of Parent recommends for election at any the 2005 annual meeting of stockholders of Parent or (ii) Parent's compensation policy with respect to non-employee directors is modified in any material respect prior to the holders 2005 annual meeting of Common Stock for stockholders of Parent. Notwithstanding the purpose foregoing, nothing in this Agreement, including without limitation this Section 2(b), shall restrict Holder's ability to sell, transfer or otherwise dispose of voting on shares of the Alternative Acquisition Agreement and capital stock of Parent following the transactions contemplated thereby, however calledEffective Time, and at every adjournment or postponement thereof, vote the Shares or cause the Shares to be voted in favor no transferee of shares of the adoption capital stock of Parent beneficially owned by Holder shall have any obligation under this Agreement after the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofEffective Time.

Agreement to Vote Shares. The Stockholder hereby agrees that (a) Until the Stockholder shallearlier to occur of the Effective Time and the Expiration Date, at every meeting of the stockholders of Parent called with respect to all any of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however calledfollowing, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Parent with respect to any of the following, Holder shall appear at such meeting (in person or otherwise cause by proxy) and shall vote or consent the Shares to be counted as present thereat for purposes of establishing a quorum; (b) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement 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 the adoption by the Company’s stockholders of the Merger Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof; (c) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the New Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative the Parent Stockholder Matters and (ii) against any Acquisition Proposal (the “Covered Proposal”). This Agreement remains is intended to bind Holder as a stockholder of Parent and only with respect to the Covered Proposal. Except as expressly set forth in effect clauses (i) and has (ii) of this Section 2, Holder shall not been adversely modified be restricted from voting in favor of, against or withdrawn, then if abstaining with respect to any other matter presented to the Board stockholders of Directors or Parent. Until the Independent Committee earlier to occur of the Company request in writingEffective Time and the Expiration Date, at Holder covenants and agrees not to enter into any meeting agreement or understanding with any Person with respect to voting of its Shares on any Covered Proposal which conflicts with the terms of this Agreement. (b) Holder further agrees that, until the earlier to occur of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement Effective Time and the transactions contemplated therebyExpiration Date, however calledHolder will not, and at every adjournment will not permit any entity under Holder’s control to, (A) solicit proxies or postponement thereofbecome a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the Exchange Act) in opposition to the Covered Proposal, (B) initiate a stockholders’ vote the Shares or cause the Shares with respect to be voted an Acquisition Proposal, (C) become a member of a “group” (as such term is used in favor Section 13(d) of the adoption by the Company’s stockholders Exchange Act) with respect to any voting securities of Parent with respect to an Acquisition Proposal, or (D) take any action that Parent is prohibited from taking pursuant to Section 4.4 of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofMerger Agreement.

Agreement to Vote Shares. The Stockholder hereby agrees that the Stockholder shall, with respect to all of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant Until the earlier to Section 6 hereof, subject to Section 3(d) hereofoccur of the Closing and the Expiration Date, at any every meeting of the holders stockholders of Sharesthe Company called in connection with, however calledor otherwise in furtherance of, the transactions contemplated by the Business Combination Agreement and/or the transactions and documents contemplated thereby, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, each Holder shall appear at such meeting (in person or otherwise by proxy) and shall vote (or cause the Shares to be counted as present thereat for purposes of establishing a quorum; voted) such Xxxxxx’s Shares (bi) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement 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 the adoption by the Company’s stockholders of the Merger Business Combination Agreement and the approval of the transactions contemplated thereby, including and (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination (other than as contemplated by the Business Combination Agreement) between the Company or any Company Subsidiary and any person or entity other than SPAC or any other action or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Business Combination Agreement or any Holder under this Agreement or which would reasonably be expected to result in any of the conditions to the Company’s obligations under the Business Combination Agreement not being able to be fulfilled. This Agreement is intended to bind each Holder as a stockholder of the Company only with respect to the specific matters set forth herein. Prior to the termination of this Agreement, each Holder covenants and agrees not to enter into any agreement or understanding with any person or entity to vote or give instructions in any manner inconsistent with the terms of this Agreement. (b) Each Holder further agrees that, until the termination of this Agreement, such Holder will not, and will not permit any entity under such Holder’s control to, (A) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the Exchange Act) with respect to an Opposing Proposal (as defined below), (B) initiate a stockholders’ vote with respect to an Opposing Proposal, or (C) become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Company with respect to an Opposing Proposal. For the purposes of this Agreement, an “Opposing Proposal” means any action reasonably necessary to waive any dissenters’ or appraisal rights it may have proposal described in respect clause (ii) of such transaction and any action required in furtherance thereof;Section 2(a) above. (c) until this Agreement terminates Subject to the provisions set forth in Section 5 hereof and as security for each Holder’s obligations under Section 2(a), and without limiting any other rights or is terminated pursuant remedies of SPAC or its designees, each Holder hereby irrevocably constitutes and appoints SPAC and its designees as his, her or its agent, attorney-in-fact and proxy in accordance with the DGCL, with full power of substitution and resubstitution, to Section 6 hereof, subject cause the Shares of such Holder to Section 3(d) hereof, be counted as present at any meeting of the holders Company’s stockholders between the date hereof and the earlier to occur of Sharesthe Closing and the Expiration Date (including the Company Special Meeting), to vote his, her or its Shares at each such meeting (including the Company Special Meeting), however called, and at every adjournment to execute consents in respect of his, her or postponement thereofits Shares as and to the extent provided in Section 2(a). SUBJECT TO THE PROVISIONS SET FORTH IN SECTION 5 HEREOF, voteTHIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Upon the execution of this Agreement, each Holder hereby revokes any and all prior proxies or cause powers of attorney given by such Holder with respect to the voting of such Xxxxxx’s Shares on the matters referred to be voted, against in Section 2(a) and agrees not to grant any amendment subsequent proxies or powers of attorney with respect to the voting of such Xxxxxx’s Shares on the matters referred to in Section 2(a) until after the Expiration Date. Each Holder understands and acknowledges that SPAC is entering into the Business Combination Agreement in reliance upon such Xxxxxx’s execution and delivery of this Agreement and such Holder’s granting of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of proxy contained in this Section 3, and until 2(c). Each Holder hereby affirms that the proxy granted in this Section 3(d2(c) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof given in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt execution of the Company Stockholder ApprovalsBusiness Combination Agreement, and (y) provides for that such proxy is given to secure the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders performance of the Companyduties of such Holder under this Agreement. SPAC acknowledges and agrees that each Holder may vote such Xxxxxx’s Common Stock may elect Shares on all other matters not referred to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”in Section 2(a), and (iv) the Board of Directors’ recommendation in favor of attorneys and proxies named above may not exercise the adoption of proxy with respect to such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofother matters.

Agreement to Vote Shares. (a) The Company Stockholder hereby agrees that, if the Parent Voting Agreement has been delivered to the Company and remains in full force and effect, then immediately prior to the Parent Stockholder Meeting, the Company Stockholder will execute and deliver to the Company and the Parent a written consent in the form attached hereto as Exhibit A (a “Stockholder Consent”) (it being understood, however, that the Stockholder shallConsent shall only become effective upon satisfaction of the Stockholder Consent Conditions (as defined below)). The Parent agrees that promptly after it becomes aware (and in any event not later than the date upon which the Parent provides notice to the Parent’s shareholders) of the following, to give the Company Stockholder and the Company written notice of (i) the date of the Parent Stockholders Meeting (or any adjournment or postponement thereof), (ii) the result of the vote on the resolutions proposed at the Parent Stockholders Meeting (or any adjournment or postponement thereof), (iii) any adjournment or postponement of any such meeting and the new date and time thereof, (iv) any decision to reconvene an adjourned or postponed meeting or any decision or requirement to convene another general meeting in connection with respect the Merger or the implementation of the Rights Issue, and the new date and time thereof, and (v) the satisfaction or failure to be satisfied of any of the Stockholder Consent Conditions. The Stockholder Consent shall become effective immediately following (and only immediately following) the satisfaction of all of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is conditions set forth in Exhibit clauses “(A):)” through “(D)” of this sentence (the “Stockholder Consent Conditions”): (A) the Go-Shop Period shall have expired; (B) the Parent Stockholder Approval shall have been received; (C) the Financing Reaffirmations, dated no more than three (3) days prior to the date the Stockholder Consent is to become effective, shall have been received by the Company (with receipt by the Company deemed satisfaction of this condition); and (D) neither the Company Board nor any committee thereof shall have made a Company Recommendation Change which has not been withdrawn and the Expiration Date shall not have otherwise occurred. (ab) until this Agreement terminates In addition, prior to the Expiration Date, if there is a Company Stockholders Meeting (or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any other meeting of the holders stockholders of Sharesthe Company called at which a vote contemplated below is taken), however called, then at such meeting and at every adjournment or postponement thereof, appear at such meeting or otherwise the Company Stockholder shall cause the Shares to be counted as present thereat for purposes of establishing a quorum; (b) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement quorum and the transactions contemplated thereby, however called, and at every adjournment or postponement thereof, vote the Shares Shares, or cause the Shares to be voted voted, (i) in favor of the adoption by the Company’s stockholders of the Merger Agreement and the approval of the other transactions contemplated therebythereby (collectively, including the “Proposed Transaction”) if, and only if, (A) the Parent Stockholder Approval shall have been received; (B) the Financing Reaffirmations, dated no more than three (3) days prior to the date of the meeting of the stockholders, shall have been received by the Company (with receipt by the Company deemed satisfaction of this condition); and (C) for the avoidance of doubt, neither the Company Board nor any action reasonably necessary committee thereof shall have made a Company Recommendation Change which has not been withdrawn and the Expiration Date shall not have otherwise occurred, and (ii) against the approval or adoption of any Acquisition Proposal or any other proposal made in opposition to, or in competition with, the Proposed Transaction (the matters set forth in clause (ii) of this Section 3(b), “Alternative Transaction”). Prior to waive the Expiration Date, the Company Stockholder shall not approve any dissenters’ Alternative Transaction by written consent. Notwithstanding the foregoing, nothing in this Agreement shall require the Company Stockholder to vote in favor of, or appraisal rights it otherwise act by written consent with respect to, any amendment, modification, extension or supplement to, or waiver of, any provision of the Merger Agreement, and the Company Stockholder may have act in its sole and absolute discretion with respect to any such foregoing proposed item. Except as expressly set forth in this Section 3(b), the Company Stockholder shall not be restricted from voting in favor of, acting by written consent with respect to, voting against or abstaining with respect to any matter (other than the Proposed Transaction or an Alternative Transaction) presented to the stockholders of such transaction and any action required in furtherance thereof;the Company. (c) until this Agreement terminates or If the Company Stockholder is terminated pursuant to Section 6 hereofthe beneficial owner, subject to Section 3(d) hereofbut not the record holder, at of any meeting of the holders of Shares, however called, the Company Stockholder agrees to use reasonable best efforts to take all actions necessary to cause the record holder and at every adjournment or postponement thereof, any nominees to vote, or cause the act by written consent with respect to, all of such Shares to be votedin accordance with Section 3(a) or Section 3(b), against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement; andas applicable. (d) notwithstanding In the foregoing provisions event of this Section 3a stock split, and until this Section 3(d) terminates stock dividend or is terminated pursuant to Section 6 hereofdistribution, so long as (i) each or any change in the capital stock of Parent, Merger Sub and the Company complies in all material respects with its obligations under by reason of any split-up, reverse stock split, recapitalization, combination, reclassification, reincorporation, exchange of shares or the Merger Agreementlike, (ii) the Company elects term “Shares” shall be deemed to terminate the Merger Agreement pursuant 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 compliance with such transaction. (e) The Company Stockholder hereby waives and agrees not to exercise any rights of appraisal or any dissenters’ rights (including under Section 7.1(d)(ii262 of the DGCL) thereof that the Stockholder may have (whether under applicable law or otherwise) or could potentially have or acquire in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofMerger.

Agreement to Vote Shares. The Stockholder hereby agrees that (a) Until the Stockholder shallearlier to occur of the Effective Time and the Expiration Date, at every meeting of the stockholders of the Company called with respect to all any of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however calledfollowing, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, Holder shall appear at such meeting (in person or otherwise cause the Shares by proxy) to be counted as present thereat for the purposes of establishing calculating a quorum; quorum and shall vote (bor cause to be voted) until this Agreement terminates or is terminated pursuant deliver a written consent (or cause a consent to Section 6 hereof, subject to Section 3(dbe delivered) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement and the transactions contemplated thereby, however called, and at every adjournment or postponement thereof, vote covering all the Shares or cause the Shares to be voted and any New Shares: (i) in favor of the adoption by the Company’s stockholders of the Merger Agreement and the approval of the transactions contemplated therebythereby and (ii) against (x) any proposal for any recapitalization, including any action reasonably necessary to waive any dissenters’ merger, sale of assets or appraisal rights it may have in respect of such transaction other business combination (other than the Merger) between the Company and any action required in furtherance thereof; person or entity other than Parent, (cy) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction agreement that would reasonably be expected to prevent result in a breach of any covenant, representation or materially impede warranty or delay the consummation any other obligation or agreement of the Merger or the other transactions contemplated by Company under the Merger Agreement or the consummation Holder under this Agreement, or (z) which would reasonably be expected to result in any of the transactions contemplated by this Agreement; and (d) notwithstanding conditions to the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its Company’s obligations under the Merger AgreementAgreement not being fulfilled (each such action or proposal described in this clause (ii), an “Opposing Proposal”). This Agreement is intended to bind Holder as a stockholder of the Company only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 2, Holder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the Company elects stockholders of the Company. Prior to terminate the Merger Agreement pursuant termination of this Agreement, Holder covenants and agrees not to enter into any agreement or understanding with any person to vote or give instructions in any manner inconsistent with the terms of this Agreement. (b) Holder hereby appoints Parent and any designee of Parent, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent until the earlier to occur of the Effective Time and the Expiration Date with respect to the Shares and any New Shares in compliance accordance with Section 7.1(d)(ii2(a) thereof but, only with respect to those matters referred to in connection Section 2(a). This proxy and power of attorney is given to secure the performance of the duties of Holder under this Agreement. Holder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Holder shall be irrevocable until the earlier to occur of the Effective Time and the Expiration Date, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Holder with respect to the Shares. The power of attorney granted by Stockholder herein is a Superior Proposaldurable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of Holder. The proxy and power of attorney granted hereunder shall terminate upon until the earlier to occur of the Effective Time and the Expiration Date. (c) Holder further agrees that, until the termination of this Agreement, Holder will not, and will not permit any entity under Holder’s control to, (iiiA) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the Alternative Acquisition Agreement providing for Exchange Act) with respect to an Opposing Proposal (as defined below), (B) initiate a stockholders’ vote with respect to an Opposing Proposal or (C) become a member of a “group” (as such term is used in Section 13(d) of the Superior Proposal is (xExchange Act) entered into with respect to any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt voting securities of the Company Stockholder Approvals, and (y) provides for the payment with respect to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofan Opposing Proposal.

Agreement to Vote Shares. The Stockholder hereby agrees that (a) Until immediately after the Stockholder shallExpiration Date, at every meeting of the shareholders of the Company called with respect to all any of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however calledfollowing, and at every adjournment or postponement thereof, and on every action or approval by written consent of the shareholders of the Company with respect to any of the following, Holder shall appear at such meeting (in person or otherwise cause by proxy) and shall vote or consent the Shares to be counted as present thereat for purposes of establishing a quorum; (bi) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement 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 the adoption by the Company’s stockholders approval of the Merger Agreement and the Merger and (ii) against any Acquisition Proposal (the “Covered Proposals”). This Agreement is intended to bind Holder as a shareholder of the Company only with respect to the Covered Proposals. Except as expressly set forth in clauses (i) and (ii) of this Section 2(a), Holder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the shareholders of the Company. Until the Expiration Date, Holder covenants and agrees not to enter into any agreement or understanding with any person with respect to voting of its Shares on any Covered Proposal which conflicts with the terms of this Agreement. Notwithstanding anything to the contrary herein, Holder shall not be required to vote or consent the Shares in favor of any proposal to amend the Merger Agreement or take any other action that would result in the amendment, modification or waiver of any provision therein, in each case, which would decrease the amount of or change the form of the Merger Consideration. (b) Holder further agrees that, until the Expiration Date, Holder will not, and will not permit any entity under Holder’s control to, (A) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) in opposition to any proposal or action in favor of the approval of the transactions contemplated therebyMerger Agreement and the Merger, including (B) initiate a shareholders’ vote with respect to an Acquisition Proposal or (C) become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any action reasonably necessary voting securities of the Company with respect to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof;an Acquisition Proposal. (c) until this Agreement terminates or is terminated pursuant Subject to the provisions set forth in Section 6 5 hereof, subject and as security for Holder’s obligations under Section 2(a), Holder hereby irrevocably constitutes and appoints Parent and its designees as his attorney-in-fact and proxy in accordance with the California Corporations Code, with full power of substitution and resubstitution, to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving present at the Company or any Shareholders Meeting, to vote his Shares at the Company Shareholders Meeting, however called, and, if applicable, to execute consents in respect of its Subsidiaries or any his Shares with respect to the Covered Proposals. For the avoidance of its stockholdersdoubt, which amendment or other proposal, action or transaction would reasonably be expected the proxy granted by Holder under this Section 2(c) shall only pertain to prevent or materially impede or delay matters concerning the consummation of Covered Proposals and Holder does not grant to Parent a proxy with respect to the Merger or the other transactions matters contemplated by the third and fifth sentences of Section 2(a). SUBJECT TO THE PROVISIONS SET FORTH IN SECTION 6 HEREOF, THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Upon the execution of this Agreement, Holder hereby revokes any and all prior proxies or powers of attorney given by Holder with respect to voting of the Shares on the Covered Proposals and agrees not to grant any subsequent proxies or powers of attorney with respect to the voting of the Shares on any Covered Proposal until after the Expiration Date. Holder understands and acknowledges that Parent is entering into the Merger Agreement or the consummation in reliance upon Holder’s execution and delivery of this Agreement and Holder’s granting of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of proxy contained in this Section 3, and until 2(c). Holder hereby affirms that the proxy granted in this Section 3(d2(c) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each given in connection with the execution of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) and that such proxy is given to secure the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt performance of the Company Stockholder Approvals, and (y) provides for the payment to all holders duties of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofHolder under this Agreement.

Agreement to Vote Shares. The Stockholder hereby agrees that At any meeting of stockholders of the Stockholder shallCompany or at any adjournment thereof, with respect in any action by written consent or in any other circumstances upon which a Securityholder’s vote, consent or other approval is sought, each Securityholder shall vote (or cause to be voted), as applicable, all of the Shares Subject Securities that Stockholder is are then entitled to vote be voted: (any limitations upon Stockholder’s right to vote any Shares is set forth i) in Exhibit A): favor of: (a1) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum; (b) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement and the transactions contemplated thereby, however called, and at every adjournment (2) any proposal to adjourn or postponement thereof, vote the Shares or cause the Shares to be voted in favor postpone such meeting of stockholders of the adoption by the Company’s stockholders of Company to a later date if there are not sufficient votes to approve the Merger Agreement and the approval transactions contemplated thereby; and (ii) against (1) any Acquisition Proposal, or any of the transactions contemplated thereby, including (2) any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof; (c) until this Agreement terminates or is terminated pursuant to Section 6 hereofaction, subject to Section 3(d) hereofproposal, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, votetransaction, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, agreement which amendment or other proposal, action or transaction would could reasonably be expected to prevent result in a breach of any covenant, representation or materially impede warranty, or delay any other obligation or agreement of the Company under the Merger Agreement or of such Securityholder under this Agreement, and (3) any action, proposal, transaction, or agreement that could reasonably be expected to impede, interfere with, delay, or adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders fulfilment of the Company’s Common Stock may elect conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of the Company (including any amendments to receive all cash consideration without any cutback the Company’s certificate of incorporation, bylaws and other organizational documents); provided that, (i) if the Company Board effects a Company Board Recommendation Change in accordance with Section 6.02 of the Merger Agreement (only where such Company Board Recommendation Change is not made in response to a Superior Proposal), each Securityholder shall only be obligated to vote (or proration based upon the cause to be voted) such number of other holders so electing (the occurrence Subject Securities set forth in Column C of clauses (i), Schedule A hereto and (ii) and if the Company Board effects a Company Board Recommendation Change in accordance with Section 6.02 of the Merger Agreement (iii) collectively, only where such Company Board Recommendation Change is made in response to a “Superior Proposal Event”Proposal), and no Securityholder shall be obligated to vote (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement and the transactions contemplated thereby, however called, and at every adjournment or postponement thereof, vote the Shares or cause to be voted) any of its Subject Securities. Each Securityholder agrees that the Shares Subject Securities that are entitled to be voted shall be voted (or caused to be voted) as set forth in favor the preceding sentence whether or not such Securityholder’s vote, consent or other approval is sought on only one or on any combination of the adoption by matters set forth in this Section 2 and at any time or at multiple times during the Company’s stockholders term of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofthis Agreement.

Agreement to Vote Shares. The Stockholder hereby agrees (a) Until the earlier to occur of the Effective Time, the Expiration Date and a Company Adverse Recommendation Change that is not rescinded or otherwise withdrawn, at every meeting of the Stockholder shall, stockholders of the Company called with respect to all any of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however calledfollowing, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, Holder shall appear at such meeting (in person or otherwise cause by proxy) and shall vote or consent the Shares to be counted as present thereat for purposes of establishing a quorum; and any New Shares (bi) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement 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 the adoption by the Company’s stockholders of the Merger Agreement and (ii) against any Acquisition Proposal (the approval “Covered Proposals”). This Agreement is intended to bind Holder as a stockholder of the transactions contemplated thereby, including Company (and not in any action reasonably necessary to waive any dissenters’ other capacity such as a director or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof; (c) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment officer of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving ) and only with respect to the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement; and Covered Proposals. Except as expressly set forth in clauses (di) notwithstanding the foregoing provisions and (ii) of this Section 32, Holder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. (b) Holder further agrees that, until the earlier to occur of the Effective Time and the Expiration Date, Holder will not, and until this Section 3(dwill not permit any entity under Holder’s control to, (A) terminates solicit proxies or is terminated pursuant to Section 6 hereof, so long become a “participant” in a “solicitation” (as (i) each of Parent, Merger Sub and the Company complies such terms are defined in all material respects with its obligations Rule 14A under the Merger Agreement, (iiExchange Act) the Company elects in opposition to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior any Covered Proposal, (iiiB) initiate a stockholders’ vote with respect to an Acquisition Proposal or (C) become a member of a “group” (as such term is used in Section 13(d) of the Alternative Acquisition Agreement providing for the Superior Proposal is (xExchange Act) entered into with respect to any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt voting securities of the Company Stockholder Approvals, and (y) provides for the payment with respect to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative an Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofProposal.

Agreement to Vote Shares. The Stockholder hereby agrees that (a) Until the Stockholder shallearlier to occur of the Effective Time and the Expiration Date, at every meeting of the stockholders of the Company called with respect to all any of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however calledfollowing, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, Holder shall appear at such meeting (in person or otherwise cause by proxy) and shall vote or consent the Shares to be counted as present thereat for purposes of establishing a quorum; (b) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement 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 the adoption by the Company’s stockholders of the Merger Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof; (c) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the New Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative the Merger Agreement and (ii) against any Acquisition Proposal (the “Covered Proposal”). This Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee is intended to bind Holder as a stockholder of the Company request and only with respect to the Covered Proposal. Except as expressly set forth in writingclauses (i) and (ii) of this Section 2, at any meeting of the holders of Common Stock for the purpose of Holder shall not be restricted from voting on the Alternative Acquisition Agreement 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 of, against or abstaining with respect to any other matter presented to the adoption by the Company’s stockholders of the Alternative Acquisition Agreement Company. Until the earlier to occur of the Effective Time and the approval Expiration Date, Holder covenants and agrees not to enter into any agreement or understanding with any Person with respect to voting of its Shares on any Covered Proposal which conflicts with the terms of this Agreement. (b) Holder further agrees that, until the earlier to occur of the transactions contemplated therebyEffective Time and the Expiration Date, including Holder will not, and will not permit any entity under Holder’s control to, (A) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the Exchange Act) in opposition to the Covered Proposal, (B) initiate a stockholders’ vote with respect to an Acquisition Proposal, (C) become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Company with respect to an Acquisition Proposal, or (D) take any action reasonably necessary that the Company is prohibited from taking pursuant to waive any dissenters’ or appraisal rights it may have in respect Section 4.5 of such transaction and any action required in furtherance thereofthe Merger Agreement.

Agreement to Vote Shares. The Stockholder hereby agrees that the Stockholder shall, with respect covenants to all of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A):Merger Partner as follows: (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereofUntil the Expiration Date (as defined below), at any meeting of the holders stockholders of SharesPublic Company, however called, and at every adjournment or postponement thereof, appear at such meeting and on every action or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum; (b) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting approval by written consent of the holders stockholders of Public Company: (i) if no Public Company Board Recommendation Change has occurred, the Stockholder shall be present (in person or by proxy) and vote, or exercise its right to consent with respect to, all Shares for held by the purpose of voting on the Merger Agreement and the transactions contemplated thereby, however called, and at every adjournment or postponement thereof, vote the Shares or cause the Shares to be voted Stockholder (A) in favor of the issuance of shares of common stock of Public Company in connection with the Merger, as well as the adoption by the Company’s stockholders of the Merger Agreement and (B) against any Acquisition Proposal; and (ii) if a Public Company Board Recommendation Change has occurred, the approval Stockholder shall be present (in person or by proxy) and vote, or exercise its right to consent with respect to, at least the Recommendation Change Requirement (rounded up to the nearest whole number of Shares) of Shares held by the Stockholder (A) in favor of the transactions contemplated therebyissuance of shares of common stock of Public Company in connection with the Merger, including as well as the adoption of the Merger Agreement and (B) against any action reasonably Acquisition Proposal. (b) If the Stockholder is the beneficial owner, but not the record holder, of Shares, the Stockholder agrees to take all actions necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction cause the record holder and any action required nominees to be present (in furtherance thereof;person or by proxy) and vote all of the Stockholder’s Shares in accordance with this Section 3. (c) until this Agreement terminates In the event of a stock split, stock dividend or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, votedistribution, or cause any change in the Shares to be votedcapital stock of Public Company by reason of any split-up, against any amendment reverse stock split, recapitalization, combination, reclassification, reincorporation, exchange of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger shares or the other transactions contemplated by like, the Merger Agreement 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 the consummation for which any or all of the transactions contemplated by this Agreement; andsuch shares may be changed or exchanged or which are received in such transaction. (d) notwithstanding The Stockholder hereby waives and agrees not to exercise any rights of appraisal or any dissenters’ rights (including under Section 262 of the foregoing provisions of this Section 3, and until this Section 3(dDGCL) terminates that the Stockholder may have (whether under applicable law or is terminated pursuant to Section 6 hereof, so long as (iotherwise) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof or could potentially have or acquire in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofMerger.

Agreement to Vote Shares. The Stockholder hereby a. Holder agrees that during the Stockholder shallterm of this Agreement to vote the Shares, with respect and to all cause any holder of record of Shares to vote or execute a written consent or consents if stockholders of the Shares that Stockholder is entitled Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company: (any limitations upon Stockholder’s right to vote any Shares is set forth i) in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereoffavor of the Merger and the Merger Agreement, at every meeting (or in connection with any meeting action by written consent) of the holders stockholders of Shares, however called, the Company at which such matters are considered and at every adjournment or postponement thereof; (ii) against (1) any Acquisition Proposal, appear at (2) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Holder under this Agreement and (3) any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of the Company (including any amendments to the Company’s certificate of incorporation or bylaws) (collectively, the “Covered Proposals”). This Agreement is intended to bind Holder as a stockholder of the Company only with respect to the Covered Proposals. Except as expressly set forth in this Section 2(a), Holder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. Until the Expiration Date, Holder covenants and agrees not to enter into any agreement or understanding with any person with respect to voting of its Shares on any Covered Proposal which conflicts with the terms of this Agreement. x. Xxxxxx further agrees that, until the Expiration Date, Holder will not, and will not permit any entity under Holder’s control to, (A) solicit proxies or become a “participant” in a “solicitation” (as such meeting terms are defined in Rule 14A under the Exchange Act) in opposition to any Covered Proposal, (B) initiate a stockholders’ vote with respect to an Acquisition Proposal or otherwise (C) become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Company with respect to an Acquisition Proposal. c. Subject to the provisions set forth in Section 5 hereof, and as security for Holder’s obligations under Section 2(a), until the Expiration Date, Holder hereby irrevocably constitutes and appoints Parent and its or his designees as Holder’s attorney and proxy in accordance with the General Corporation Law of the State of Delaware, with full power of substitution and resubstitution, to cause the Shares to be counted as present thereat for purposes of establishing a quorum; (b) until this Agreement terminates or is terminated pursuant at the Stockholder Meeting, to Section 6 hereof, subject to Section 3(d) hereof, vote his Shares at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement and the transactions contemplated therebyStockholder Meeting, however called, and at every adjournment to execute consents in respect of his Shares with respect to the Covered Proposals. SUBJECT TO THE PROVISIONS SET FORTH IN SECTION 5 HEREOF, THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The power of attorney granted by holder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or postponement thereofincapacity of Holder. Upon the execution of this Agreement, vote Holder hereby revokes any and all prior proxies or powers of attorney given by Holder with respect to voting of the Shares on the Covered Proposals and agrees not to grant any subsequent proxies or cause powers of attorney with respect to the voting of the Shares to be voted in favor of on any Covered Proposal until after the adoption by the Company’s stockholders of Expiration Date. Holder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Holder’s execution and the approval delivery of this Agreement and Holder’s granting of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have proxy contained in respect of such transaction and any action required in furtherance thereof; (c) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of this Section 3, and until 2(c). Holder hereby affirms that the proxy granted in this Section 3(d2(c) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each given in connection with the execution of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) and that such proxy is given to secure the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt performance of the Company Stockholder Approvals, and (y) provides duties of Holder under this Agreement. If for any reason the payment proxy granted herein is found by a court of competent jurisdiction to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawnbe valid, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement and the transactions contemplated thereby, however called, and at every adjournment or postponement thereof, Holder agrees to vote the Shares or in accordance with Section 2(a). For Shares as to which Holder is the beneficial but not the record owner, Holder shall take all necessary actions to cause the any record owner of such Shares to be voted in favor of irrevocably constitute and appoint Parent and its designees as such record owner’s attorney and proxy an irrevocable proxy to the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof.same effect as that contained herein

Agreement to Vote Shares. The Stockholder hereby a. Subject to Section 2(c) and except to the extent waived in writing by Buyer, Holder agrees that during the Stockholder shallterm of this Agreement to vote the Shares, with respect and to all cause any holder of record of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any Shares is set forth annual or special meeting of stockholders of the Company: (i) in Exhibit A): (a) until this Agreement terminates or is terminated favor of the approval of the sale of the Acquired Assets pursuant to Section 6 hereof, subject to Section 3(d) hereofthe Purchase Agreement and the transactions contemplated thereby, at every meeting (or in connection with any meeting action by written consent) of the holders stockholders of Shares, however called, the Company at which such matters are considered and at every adjournment or postponement thereof; and (ii) against (1) any Acquisition Proposal or (2) any amendment of the Company’s certificate of incorporation or bylaws (collectively, appear at the “Covered Proposals”). This Agreement is intended to bind Holder as a stockholder of the Company only with respect to the Covered Proposals. Until the Expiration Date, Holder covenants and agrees not to enter into any agreement or understanding with any Person with respect to voting of its Shares on any Covered Proposal which conflicts with the terms of this Agreement. b. Xxxxxx further agrees that, until the Expiration Date, Holder will not, and will not permit any Person under Holder’s control to, (A) solicit proxies or become a “participant” in a “solicitation” (as such meeting or otherwise cause terms are defined in Rule 14a-1 under the Shares Exchange Act) in opposition to be counted as present thereat for purposes the approval of establishing a quorum; (b) until this Agreement terminates or is terminated the sale of the Acquired Asssets pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Purchase Agreement and the transactions contemplated thereby, however called(B) become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any solicitation of voting securities of the Company in support of an Acquisition Proposal, or (C) engage in any conduct as to which the Company is prohibited by Section 4.9 of the Purchase Agreement, provided, however, that any such conduct by Holder, or by an Affiliate of Holder, in his or her capacity as an officer or director of the Company shall not constitute a breach of this Section 2. c. The Holder’s obligations under this Section 2 shall be suspended during any period beginning on the date (a “Suspension Date”) that the Board of Directors has failed to make or withdrawn, modified or changed the Board Recommendation in accordance with Section 4.8(b) or Section 4.9(e) of the Purchase Agreement and at every adjournment or postponement thereof, ending on the date following the relevant Suspension Date that the Board of Directors has recommended that the stockholders of the Company vote the Shares or cause the Shares to be voted in favor of the adoption by the Company’s stockholders of the Merger Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect sale of such transaction and any action required in furtherance thereof; (c) until this Agreement terminates or is terminated the Acquired Assets pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Purchase Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Purchase Agreement and the approval of the transactions contemplated thereby(each period, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofa “Suspension Period”).

Agreement to Vote Shares. The Stockholder hereby agrees that the Stockholder shall, with respect to all of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any At every meeting of the holders stockholders of Shares, however the Company called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Company, the Shareholder (in the Shareholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy (as defined below), shall, or shall cause the holder of record on any applicable record date to, vote the Shares: (i) in favor of the adoption of the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement; (ii) against approval of any Company Acquisition Proposal; and (iii) against any action that is intended, or could reasonably be expected to, materially, impede, interfere with, delay, or postpone the Merger. (b) In the event that a meeting of the stockholders of the Company is held, the Shareholder 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; (b) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement 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 the adoption by the Company’s stockholders of the Merger Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof;. (c) until The Shareholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement; and3. (d) notwithstanding In the foregoing provisions of event the Shareholder does not vote its Shares in accordance with this Section 3, and until this Section 3(dParent shall have the right to vote such Shares in accordance with the terms of the Proxy. (e) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each In the event the Board of Parent, Merger Sub and Directors of the Company complies in all material respects with its obligations under the Merger Agreement, (ii) the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof effects a Recommendation Withdrawal not in connection with a Superior Proposal, (iiithe provisions of Section 3(i) shall be suspended; provided, that in the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if event the Board of Directors or the Independent Committee of the Company request in writing, at any meeting reinstates its recommendation of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement Merger and the transactions contemplated therebyMerger Agreement, however calledas the same may be amended, and at every adjournment supplemented or postponement thereofmodified, vote the Shares thereafter makes a Recommendation Withdrawal in one or cause the Shares to be voted in favor more of the adoption by circumstances permitted under the Company’s stockholders Agreement or which would entitle Parent to payment of a termination fee or a court of competent jurisdiction rules that such Recommendation Withdrawal not in connection with a Superior Proposal constituted a breach of the Alternative Acquisition Agreement entiling the Parent to a remedy, the provisions of Section 3(i) shall be reinstated, subject, in all respects to the other terms and the approval conditions of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofthis Agreement.

Agreement to Vote Shares. The Stockholder hereby agrees that (a) Until the Stockholder shallearlier to occur of the Effective Time and the Expiration Date, at every meeting of the stockholders of the Company called with respect to all any of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however calledfollowing, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, Holder shall appear at such meeting (in person or otherwise cause by proxy) and shall vote or consent the Shares to be counted as present thereat for purposes of establishing a quorum; and any New Shares (bi) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement 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 the adoption by the Company’s stockholders of the Merger Agreement and the approval of the transactions contemplated therebythereby and (ii) against any proposal for any recapitalization, including any action reasonably necessary to waive any dissenters’ merger, sale of assets or appraisal rights it may have in respect of such transaction other business combination (other than the Merger) between the Company and any action required in furtherance thereof; (c) until this Agreement terminates person or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at entity other than Parent or any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction agreement that would reasonably be expected to prevent result in a breach in any material respect of any covenant, representation or materially impede warranty or delay the consummation any other obligation or agreement of the Merger or the other transactions contemplated by Company under the Merger Agreement or the consummation Holder under this Agreement or which would reasonably be expected to result in any of the transactions contemplated by this Agreement; and (d) notwithstanding conditions to the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its Company’s obligations under the Merger Agreement, Agreement not being fulfilled. This Agreement is intended to bind Holder as a stockholder of the Company only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 2(a), Holder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the Company elects stockholders of the Company. Prior to terminate the Merger Agreement pursuant termination of this Agreement, Holder covenants and agrees not to enter into any agreement or understanding with any person to vote or give instructions in any manner inconsistent with the terms of this Agreement. (b) Holder further agrees that, until the termination of this Agreement, Holder will not, and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposalwill not permit any entity under Holder’s control to, (iiiA) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the Alternative Acquisition Agreement providing for Exchange Act) with respect to an Opposing Proposal (as defined below), (B) initiate a stockholders’ vote with respect to an Opposing Proposal or (C) become a member of a “group” (as such term is used in Section 13(d) of the Superior Proposal is (xExchange Act) entered into with respect to any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt voting securities of the Company Stockholder Approvalswith respect to an Opposing Proposal. For the purposes of this Agreement, and (y) provides for the payment to all holders of Common Stock either all cash consideration an “Opposing Proposal” means any action or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), proposal described in clause (ii) and (iiiof Section 2(a) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofabove.

Agreement to Vote Shares. The Stockholder hereby agrees that that, prior to the Stockholder shall, with respect to all of the Shares that Stockholder is entitled to vote Expiration Date (any limitations upon Stockholder’s right to vote any Shares is set forth as defined in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof2 below), at any meeting of the holders stockholders of Shares, however called, and at every the Company or any adjournment or postponement thereof, or in connection with any written consent of the stockholders of the Company, with respect to the Merger, the Merger Agreement or any CombinatoRx Acquisition Proposal, Stockholder shall: (a) appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of establishing calculating a quorum; (b) from and after the date hereof until this Agreement terminates the Expiration Date, vote (or is terminated pursuant cause to Section 6 hereofbe voted), subject or deliver a written consent (or cause a written consent to Section 3(dbe delivered) hereof, at any meeting covering all of the holders of Shares for the purpose of voting on the Merger Agreement and the transactions contemplated thereby, however called, and at every adjournment or postponement thereof, vote the any New Shares or cause the Shares that such Stockholder shall be entitled to be voted so vote: (i) in favor of adoption and approval of (A) Amendment No. 1 to the adoption by CombinatoRx Charter, (B) Amendment No. 2 to the Company’s stockholders CombinatoRx Charter, (C) the Option Plan Amendments, (D) the Exchange Offer and (E) the issuance of the Merger Agreement and the approval shares of CombinatoRx Common Stock by virtue of the transactions contemplated thereby, including Merger; (ii) against any action or agreement that, to the knowledge of Stockholder, would reasonably necessary be expected to waive result in a breach in any dissenters’ or appraisal rights it may have in material respect of such transaction and any action required in furtherance thereof; (c) until this Agreement terminates covenant, representation or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at warranty or any meeting other obligation or agreement of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment Affiliates under the Merger Agreement or other proposal, action or transaction that would reasonably be expected to prevent result in any of the conditions to the Company’s or any of its Subsidiaries’ or Affiliates’ obligations under the Merger Agreement not being fulfilled; and (iii) against any CombinatoRx Acquisition Proposal, or any agreement, transaction or other matter that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially impede or delay and adversely affect the consummation of the Merger or the and all other transactions contemplated by the Merger Agreement Agreement. The Stockholder shall not take or the consummation of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of this Section 3, and until this Section 3(d) terminates commit or is terminated pursuant agree to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including take any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofinconsistent with the foregoing.

Agreement to Vote Shares. The Stockholder hereby agrees that (a) Until the Stockholder shallearlier to occur of the Effective Time and the Expiration Date, at every meeting of the stockholders of the Company called with respect to all any of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however calledfollowing, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, Holder shall appear at such meeting (in person or otherwise cause by proxy) and shall vote or consent the Shares to be counted as present thereat for purposes of establishing a quorum; and any New Shares (bi) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement 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 the adoption by the Company’s stockholders of the Merger Agreement and the approval of the transactions contemplated therebythereby and (ii) against any proposal for any recapitalization, including any action reasonably necessary to waive any dissenters’ merger, sale of assets or appraisal rights it may have in respect of such transaction other business combination (other than the Merger) between the Company and any action required in furtherance thereof; (c) until this Agreement terminates person or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at entity other than Parent or any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction agreement that would reasonably be expected to prevent result in a breach of any covenant, representation or materially impede warranty or delay the consummation any other obligation or agreement of the Merger or the other transactions contemplated by Company under the Merger Agreement or the consummation Holder under this Agreement or which would reasonably be expected to result in any of the transactions contemplated by this Agreement; and (d) notwithstanding conditions to the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its Company’s obligations under the Merger Agreement, Agreement not being fulfilled. This Agreement is intended to bind Holder as a stockholder of the Company only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 2(a), Holder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the Company elects stockholders of the Company. Prior to terminate the Merger Agreement pursuant termination of this Agreement, Holder covenants and agrees not to enter into any agreement or understanding with any person to vote or give instructions in any manner inconsistent with the terms of this Agreement. (b) Holder further agrees that, until the termination of this Agreement, Holder will not, and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposalwill not permit any entity under Holder’s control to, (iiiA) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the Alternative Acquisition Agreement providing for Exchange Act) with respect to an Opposing Proposal (as defined below), (B) initiate a stockholders’ vote with respect to an Opposing Proposal or (C) become a member of a “group” (as such term is used in Section 13(d) of the Superior Proposal is (xExchange Act) entered into with respect to any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt voting securities of the Company Stockholder Approvalswith respect to an Opposing Proposal. For the purposes of this Agreement, and (y) provides for the payment to all holders of Common Stock either all cash consideration an “Opposing Proposal” means any action or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), proposal described in clause (ii) and (iiiof Section 2(a) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofabove.

Agreement to Vote Shares. The Stockholder hereby agrees that (a) Until the Stockholder shallearlier to occur of the Effective Time and the Expiration Date, at every meeting of the stockholders of the Company called with respect to all any of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however calledfollowing, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, Holder shall appear at such meeting (in person or otherwise cause by proxy) and shall vote or consent the Shares to be counted as present thereat for purposes of establishing a quorum; and any New Shares (bi) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement 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 the adoption by the Company’s stockholders of the Merger Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction Merger and any action required in furtherance thereof; (c) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by thereby and (ii) against any Alternative Proposal (the Merger “Covered Proposals”). This Agreement or the consummation is intended to bind Holder only as a stockholder of the transactions contemplated by this Agreement; and Company and only with respect to the Covered Proposals. Except as expressly set forth in clauses (di) notwithstanding the foregoing provisions and (ii) of this Section 32, and until this Section 3(d) terminates Holder shall not be restricted from voting in favor of, against or is terminated pursuant abstaining with respect to Section 6 hereof, so long as (i) each any other matter presented to the stockholders of Parent, Merger Sub the Company. Until the earlier to occur of the Effective Time and the Company complies Expiration Date, Holder covenants and agrees not to enter into any agreement or understanding with any Person with respect to voting of its Shares on any Covered Proposal which conflicts with the terms of this Agreement. (b) Holder further agrees that, until the earlier to occur of the Effective Time and the Expiration Date, Holder will not (A) solicit proxies or become a “participant” in all material respects with its obligations a “solicitation” (as such terms are defined in Rule 14A under the Merger Agreement, (iiExchange Act) the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior any Covered Proposal, (iiiB) initiate a stockholders’ vote with respect to an Alternative Proposal, or (C) become a member of a “group” (as such term is used in Section 13(d) of the Alternative Acquisition Agreement providing for the Superior Proposal is (xExchange Act) entered into with respect to any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt voting securities of the Company Stockholder Approvals, and (y) provides for the payment with respect to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such an Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofProposal.

Agreement to Vote Shares. The Stockholder hereby agrees that (a) Until the Stockholder shallearlier to occur of the Effective Time and the Expiration Date, at every meeting of the shareholders of the Company called with respect to all any of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however calledfollowing, and at every adjournment or postponement thereof, and on every action or approval by written consent of the shareholders of the Company with respect to any of the following, Holder shall appear at such meeting (in person or otherwise by proxy) and shall vote or consent the Shares and any New Shares (i) in favor of the approval of the principal terms of the Merger Agreement and the Agreement of Merger and (ii) against any Acquisition Proposal (the “Covered Proposals”). This Agreement is intended to bind Holder as a shareholder of the Company only with respect to the Covered Proposals. Except as expressly set forth in clauses (i) and (ii) of this Section 2, Holder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the shareholders of the Company. Until the earlier to occur of the Effective Time and the Expiration Date, Holder covenants and agrees not to enter into any agreement or understanding with any person with respect to voting of its Shares on any Covered Proposal which conflicts with the terms of this Agreement. (b) Holder further agrees that, until the earlier to occur of the Effective Time and the Expiration Date, Holder will not, and will not permit any entity under Holder’s control to, (A) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the Exchange Act) in opposition to any Covered Proposal, (B) initiate a shareholders’ vote with respect to an Acquisition Proposal or (C) become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Company with respect to an Acquisition Proposal. (c) Subject to the provisions set forth in Section 5 hereof, and as security for Holder’s obligations under Section 2(a), Holder hereby irrevocably constitutes and appoints Parent and its or his designees as his attorney and proxy in accordance with the General Corporation Law of the State of California, with full power of substitution and resubstitution, to cause the Shares to be counted as present thereat for purposes of establishing a quorum; (b) until this Agreement terminates or is terminated pursuant at the Company Shareholders Meeting, to Section 6 hereof, subject to Section 3(d) hereof, vote his Shares at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement and the transactions contemplated therebyCompany Shareholders Meeting, however called, and at every adjournment to execute consents in respect of his Shares with respect to the Covered Proposals. SUBJECT TO THE PROVISIONS SET FORTH IN SECTION 5 HEREOF, THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Upon the execution of this Agreement, Holder hereby revokes any and all prior proxies or postponement thereof, vote powers of attorney given by Holder with respect to voting of the Shares on the Covered Proposals and agrees not to grant any subsequent proxies or cause powers of attorney with respect to the voting of the Shares to be voted in favor of on any Covered Proposal until after the adoption by the Company’s stockholders of Expiration Date. Holder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Holder’s execution and the approval delivery of this Agreement and Holder’s granting of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have proxy contained in respect of such transaction and any action required in furtherance thereof; (c) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of this Section 3, and until 2(c). Holder hereby affirms that the proxy granted in this Section 3(d2(c) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each given in connection with the execution of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) and that such proxy is given to secure the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt performance of the Company Stockholder Approvals, and (y) provides for the payment to all holders duties of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofHolder under this Agreement.

Agreement to Vote Shares. The Stockholder hereby agrees that that, prior to the Stockholder shall, with respect to all of the Shares that Stockholder is entitled to vote Expiration Date (any limitations upon Stockholder’s right to vote any Shares is set forth as defined in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof2 below), at any meeting of the holders stockholders of Shares, however called, and at every Parent or any adjournment or postponement thereof, or in connection with any written consent of the stockholders of Parent, with respect to the Merger, the Merger Agreement, the Reverse Stock Split Proposal, and any other stockholder proposals related thereto, including proposals to approve shares for issuance pursuant to a company equity inventive plan, such Stockholder shall: (a) appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of establishing calculating a quorum; (b) from and after the date hereof until this Agreement terminates the Expiration Date, vote (or is terminated pursuant cause to Section 6 hereofbe voted), subject or deliver a written consent (or cause a written consent to Section 3(dbe delivered) hereof, at any meeting covering all of the holders of Shares for the purpose of voting on the Merger Agreement and the transactions contemplated thereby, however called, and at every adjournment or postponement thereof, vote the any New Shares or cause the Shares that Stockholder shall be entitled to be voted so vote: (i) in favor of the adoption by the Company’s stockholders of (A) the Merger Agreement and the approval issuance of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof; (c) until this Agreement terminates or is terminated Parent Common Stock pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting the terms of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (iiB) the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Reverse Stock Split Proposal, which approves a reverse stock split in order to allow the Parent to comply fully with initial listing standards of the NYSE American Listed Company Manual, and which may also increase Parent’s authorized common stock, (iiiC) the Alternative Acquisition Agreement providing for amendment of Parent’s 2018 Equity Incentive Plan (the Superior Proposal is (x“2018 Plan”) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon increase the number of other holders so electing shares of Parent Common Stock issuable under the 2018 Plan, and the conversion of the Assumed 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 occurrence “Incentive Plan Proposal”) and (D) any matter that could reasonably be expected to facilitate the approval of clauses the Merger and the issuance of Parent Common Stock pursuant to the terms of the Merger Agreement, the Reverse Stock Split Proposal, or the Incentive Plan Proposal (icollectively, the “Key Proposals”), ; (ii) against any proposal or any agreement, transaction or other matter 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 Key Proposals; and (iii) collectivelyto approve any proposal to adjourn or postpone the meeting to a later date, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has if there are not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock sufficient votes for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including Key Proposals on the date on which such meeting is held. Stockholder shall not take or commit or agree to take any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof.inconsistent with the foregoing

Agreement to Vote Shares. The Stockholder hereby agrees that (a) Until the Stockholder shallearlier to occur of the Effective Time and the Expiration Date, at every meeting of the stockholders of the Company called with respect to all any of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however calledfollowing, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, Holder shall appear at such meeting (in person or otherwise cause by proxy) and shall vote or consent the Shares to be counted as present thereat for purposes of establishing a quorum; and any New Shares (bi) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement 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 the adoption by the Company’s stockholders of the Merger Agreement and the approval of the transactions contemplated therebythereby and (ii) against any Acquisition Proposal by a Third Party (the “Covered Proposals”). This Agreement is intended to bind Holder as a stockholder of the Company only with respect to the Covered Proposals. Except as expressly set forth in clauses (i) and (ii) of this Section 2, including Holder shall not be restricted from voting in favor of, against or abstaining with respect to any action reasonably necessary other matter presented to waive the stockholders of the Company. Until the earlier to occur of the Effective Time and the Expiration Date, Holder covenants and agrees not to enter into any dissentersagreement or understanding with any person with respect to voting of its Shares on any Covered Proposal which conflicts with the terms of this Agreement. (b) Holder further agrees that, until the earlier to occur of the Effective Time and the Expiration Date, Holder will not, and will not permit any entity under Holder’s control to, (A) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the Exchange Act) in opposition to any Covered Proposal, (B) initiate a stockholders’ vote with respect to an Acquisition Proposal of a Third Party or appraisal rights it may have (C) become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of such transaction and any action required in furtherance thereof;the Company with respect to an Acquisition Proposal of a Third Party. (c) until this Agreement terminates or is terminated pursuant Subject to the provisions set forth in Section 6 5 hereof, subject to and as security for Holder’s obligations under Section 3(d) hereof2(a), at any meeting Holder hereby irrevocably constitutes and appoints Parent and its designees as his attorney and proxy in accordance with the General Corporation Law of the holders State of SharesNew York, with full power of substitution and resubstitution, to cause the Shares to be counted as present at the Shareholders’ Meeting, to vote his Shares at the Shareholders’ Meeting, however called, and at every adjournment to execute consents in respect of his Shares with respect to the Covered Proposals. SUBJECT TO THE PROVISIONS SET FORTH IN SECTION 5 HEREOF, THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Upon the execution of this Agreement, Holder hereby revokes any and all prior proxies or postponement thereof, vote, or cause powers of attorney given by Holder with respect to voting of the Shares on the Covered Proposals and agrees not to be voted, against grant any amendment subsequent proxies or powers of attorney with respect to the voting of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving Shares on any Covered Proposal until after the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by Expiration Date. Holder understands and acknowledges that Parent is entering into the Merger Agreement or in reliance upon the consummation Holder’s execution and delivery of this Agreement and Holder’s granting of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of proxy contained in this Section 3, and until 2(c). Holder hereby affirms that the proxy granted in this Section 3(d2(c) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each given in connection with the execution of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) and that such proxy is given to secure the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt performance of the Company Stockholder Approvals, and (y) provides for the payment to all holders duties of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofHolder under this Agreement.

Agreement to Vote Shares. The Stockholder hereby agrees that the Stockholder shall, with respect to all of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant Subject to Section 6 hereof, subject to Section 3(d1(b) hereof, each of the Stockholders agrees during the term of this Agreement to vote the Shares as to which it has voting power or control, in person or by proxy, in favor of approval of each of the Stock Issuance and the Charter Amendment at any every meeting of the holders stockholders of Shares, however called, Parent at which such matters are considered and at every adjournment or postponement thereofthereof (each, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum;"Stockholder Meeting"). (b) until this Agreement terminates or is terminated Notwithstanding anything to the contrary contained herein, the obligations of the Stockholders pursuant to Section 6 hereof, 1(a) hereof with respect to matters to be considered at any Stockholder Meeting are subject to Section 3(dthe following conditions: (i) hereof, the Company shall have performed in all material respects all of its respective material obligations under the Merger Agreement to have been performed at any meeting or prior to the date of such Stockholder Meeting; (ii) all representations and warranties of the holders Company set forth in the Merger Agreement shall be true and correct in all material respects as of Shares the date of such Stockholder Meeting as though made on and as of such date (except for the purpose of voting on changes permitted by the Merger Agreement and the transactions contemplated therebythat those representations which address matters only as of a particular date shall remain true and correct as of such date), however called, and at every adjournment or postponement thereof, vote the Shares or cause the Shares except in any case for such failures to be voted true and correct which would not have a Company Material Adverse Effect (as defined in favor of the adoption by the Company’s stockholders of the Merger Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofAgreement); (ciii) until this Agreement terminates there shall not be in effect on the date of such Stockholder Meeting any statute, rule, regulation, executive order, decree, ruling or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws injunction or other proposal, action order of a court or transaction involving governmental or regulatory agency of competent jurisdiction directing that the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreementnot be consummated; and (div) notwithstanding the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long Registration Statement (as (i) each of Parent, Merger Sub and the Company complies defined in all material respects with its obligations under the Merger Agreement) to be filed with the Securities and Exchange Commission (the "SEC") by Parent under the Securities Act of 1933, as amended (iithe "Act") to register the Company elects shares of Parent Common Stock to terminate be issued in the Merger Agreement pursuant to shall have become effective under the Act and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) shall not be the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with subject of any Person after the date hereof and prior to the Solicitation Period End-Date stop order or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption proceeding by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofSEC seeking a stop order.

Agreement to Vote Shares. The Stockholder hereby agrees that (a) Until immediately after the Stockholder shallExpiration Date, at every meeting of the shareholders of the Company called with respect to all any of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however calledfollowing, and at every adjournment or postponement thereof, and on every action or approval by written consent of the shareholders of the Company with respect to any of the following, Holder shall appear at such meeting (in person or otherwise cause by proxy) and shall vote or consent the Shares to be counted as present thereat for purposes of establishing a quorum; (bi) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement 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 the adoption by the Company’s stockholders approval of the Merger Agreement and the Merger and (ii) against any Acquisition Proposal (the “Covered Proposals”). This Agreement is intended to bind Holder as a shareholder of the Company only with respect to the Covered Proposals. Until the Expiration Date, Holder covenants and agrees not to enter into any agreement or understanding with any person with respect to voting of its Shares on any Covered Proposal which conflicts with the terms of this Agreement. Except as expressly set forth in clauses (i) and (ii) of this Section 2(a), Holder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the shareholders of the Company. Notwithstanding anything to the contrary herein, Holder shall not be required to vote or consent the Shares in favor of any proposal to amend the Merger Agreement or take any other action that would result in the amendment, modification or waiver of any provision therein, in each case, which would have the effects described in Section 4(ii). (b) Holder further agrees that, until the Expiration Date, Holder will not, and will not permit any entity under Holder’s control to, (A) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) in opposition to any proposal or action in favor of the approval of the transactions contemplated therebyMerger Agreement and the Merger, including (B) initiate a shareholders’ vote with respect to an Acquisition Proposal or (C) become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any action reasonably necessary voting securities of the Company with respect to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof;an Acquisition Proposal. (c) until this Agreement terminates As security for Holder’s obligations under Section 2(a), Holder hereby irrevocably constitutes and appoints Parent and its designees as his, her or is terminated pursuant its attorney-in-fact and proxy in accordance with the Oregon Act, with full power of substitution and resubstitution, to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving present at the Company Shareholders Meeting, to vote his, her or its Shares at the Company Shareholders Meeting, however called, and, if applicable, to execute consents in respect of his, her or its Shares with respect to the Covered Proposals. For the avoidance of doubt, the proxy granted by Holder under this Section 2(c) shall only pertain to matters concerning the Covered Proposals and Holder does not grant to Parent a proxy with respect to any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger matter or the other transactions matters contemplated by the last two sentences of Section 2(a). SUBJECT TO THE PROVISIONS SET FORTH IN SECTION 4 HEREOF, THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Upon the execution of this Agreement, Holder hereby revokes any and all prior proxies or powers of attorney given by Holder with respect to voting of the Shares on the Covered Proposals and agrees not to grant any subsequent proxies or powers of attorney with respect to the voting of the Shares on any Covered Proposal until after the Expiration Date. Holder understands and acknowledges that Parent is entering into the Merger Agreement or the consummation in reliance upon Holder’s execution and delivery of this Agreement and Holder’s granting of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of proxy contained in this Section 3, and until 2(c). Holder hereby affirms that the proxy granted in this Section 3(d2(c) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each given in connection with the execution of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) and that such proxy is given to secure the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt performance of the Company Stockholder Approvals, and (y) provides for the payment to all holders duties of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofHolder under this Agreement.

Agreement to Vote Shares. The Stockholder hereby agrees that (a) Prior to the Stockholder shallExpiration Time, at every meeting of the stockholders of Company called with respect to all any of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however calledfollowing matters, and at every adjournment or postponement thereof, appear at such meeting and on every action or approval by written consent or resolution of the stockholders of Company with respect to any of the following matters, unless otherwise cause directed in writing by Purchaser, each Stockholder shall vote, to the extent not voted by the person(s) appointed under the Proxy (as defined in SECTION 3 below), the Shares to be counted as present thereat for purposes and any New Shares (i) in favor of establishing a quorum; (b) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting approval of the holders adoption of Shares for the purpose of voting on the Merger Asset Purchase Agreement (or any amended version thereof) and the transactions contemplated therebyAsset Purchase, however called, and at every adjournment or postponement thereof, vote the Shares or cause the Shares to be voted (ii) in favor of the adoption name change contemplated by the Company’s stockholders Asset Purchase Agreement, (iii) in favor of any proposal to adjourn the Merger Agreement and meeting to solicit additional proxies in favor of the approval of the transactions contemplated thereby, Asset Purchase Agreement and (iv) against any Acquisition Proposal (including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof; (cSuperior Proposal) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any other corporate action which would frustrate the purpose of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by the Asset Purchase Agreement; PROVIDED, HOWEVER, that the Proxy and the agreements and restrictions contained in this SECTION 2(A) will not apply to any Shares or New Shares that, in the aggregate, represent more than 22.0% of the voting power or then-outstanding common stock of the Company at any time (but only to the extent of those Shares or New Shares in excess of 22%). (b) Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict any Stockholder from (i) acting in Stockholder's capacity as a director or officer of Company, including in the exercise of such Stockholder's fiduciary duties with respect to an Acquisition Proposal in compliance with the terms of the Asset Purchase Agreement, or (ii) subject to SECTION 2(D) below, voting in Stockholder's sole discretion on any matter other than matters referred to in SECTION 2(A) hereof, to the extent applicable, it being understood that this Agreement shall apply to each Stockholder solely in such Stockholder's capacity as a stockholder of Company. (c) Prior to the Expiration Time, each Stockholder shall not (and shall cause its and its affiliates' respective partners, members, officers, directors, employees, attorneys, accountants, agents, affiliates, advisors and representatives to not), directly or indirectly, solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, an Acquisition Proposal; participate or engage in discussions or negotiations with any Person with respect to any Acquisition Proposal (except to notify such Person as to the existence of this SECTION 2(C) of this Agreement); andor alone or with any other Person, make an Acquisition Proposal. Each Stockholder shall promptly inform Purchaser if it receives any inquiry or proposal relating to an Acquisition Proposal and the details thereof. (d) notwithstanding Each Stockholder shall not (and shall cause its and its affiliates' respective partners, members, officers, directors, employees, attorneys, accountants, agents, affiliates, advisors and representatives to not) take or agree to take or commit to take any action with the foregoing provisions of this Section 3intent of, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on of, in each case in whole or in part, preventing or delaying the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval consummation of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofby the Asset Purchase Agreement.

Agreement to Vote Shares. The Stockholder hereby agrees that (a) Prior to the Stockholder shallExpiration Time, at every meeting of the stockholders of Company called with respect to all any of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however calledfollowing matters, and at every adjournment or postponement thereof, appear at such meeting and on every action or approval by written consent or resolution of the stockholders of Company with respect to any of the following matters, unless otherwise cause directed in writing by Purchaser, each Stockholder shall vote, to the extent not voted by the person(s) appointed under the Proxy (as defined in Section 3 below), the Shares to be counted as present thereat for purposes and any New Shares (i) in favor of establishing a quorum; (b) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting approval of the holders adoption of Shares for the purpose of voting on the Merger Asset Purchase Agreement (or any amended version thereof) and the transactions contemplated therebyAsset Purchase, however called, and at every adjournment or postponement thereof, vote the Shares or cause the Shares to be voted (ii) in favor of the adoption name change contemplated by the Company’s stockholders Asset Purchase Agreement, (iii) in favor of any proposal to adjourn the Merger Agreement and meeting to solicit additional proxies in favor of the approval of the transactions contemplated thereby, Asset Purchase Agreement and (iv) against any Acquisition Proposal (including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof; (cSuperior Proposal) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any other corporate action which would frustrate the purpose of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by the Asset Purchase Agreement; provided, however, that the Proxy and the agreements and restrictions contained in this Section 2(a) will not apply to any Shares or New Shares that, in the aggregate, represent more than 22.0% of the voting power or then-outstanding common stock of the Company at any time (but only to the extent of those Shares or New Shares in excess of 22%). (b) Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict any Stockholder from (i) acting in Stockholder’s capacity as a director or officer of Company, including in the exercise of such Stockholder’s fiduciary duties with respect to an Acquisition Proposal in compliance with the terms of the Asset Purchase Agreement, or (ii) subject to Section 2(d) below, voting in Stockholder’s sole discretion on any matter other than matters referred to in Section 2(a) hereof, to the extent applicable, it being understood that this Agreement shall apply to each Stockholder solely in such Stockholder’s capacity as a stockholder of Company. (c) Prior to the Expiration Time, each Stockholder shall not (and shall cause its and its affiliates’ respective partners, members, officers, directors, employees, attorneys, accountants, agents, affiliates, advisors and representatives to not), directly or indirectly, solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, an Acquisition Proposal; participate or engage in discussions or negotiations with any Person with respect to any Acquisition Proposal (except to notify such Person as to the existence of this Section 2(c) of this Agreement); andor alone or with any other Person, make an Acquisition Proposal. Each Stockholder shall promptly inform Purchaser if it receives any inquiry or proposal relating to an Acquisition Proposal and the details thereof. (d) notwithstanding Each Stockholder shall not (and shall cause its and its affiliates’ respective partners, members, officers, directors, employees, attorneys, accountants, agents, affiliates, advisors and representatives to not) take or agree to take or commit to take any action with the foregoing provisions of this Section 3intent of, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on of, in each case in whole or in part, preventing or delaying the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval consummation of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofby the Asset Purchase Agreement.

Agreement to Vote Shares. The Stockholder hereby agrees that (a) Until the Stockholder shallearlier to occur of the Effective Time and the Expiration Date, at every meeting of the stockholders of the Company called with respect to all any of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however calledfollowing, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, Holder shall appear at such meeting (in person or otherwise cause by proxy) and shall vote or consent the Shares to be counted as present thereat for purposes of establishing a quorum; and any New Shares (bi) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement 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 the adoption by the Company’s stockholders of the Merger Agreement and (ii) against any Acquisition Proposal (the approval “Covered Proposal”). This Agreement is intended to bind Holder as a stockholder of the transactions contemplated therebyCompany and only with respect to the Covered Proposal. Except as expressly set forth in clauses (i) and (ii) of this Section 2, including Holder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. Until the earlier to occur of the Effective Time and the Expiration Date, Holder covenants and agrees not to enter into any agreement or understanding with any Person with respect to voting of its Shares on any Covered Proposal which conflicts with the terms of this Agreement. (b) Holder further agrees that, until the earlier to occur of the Effective Time and the Expiration Date, Holder will not, and will not permit any entity under Holder’s control to, (A) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the Exchange Act) in opposition to the Covered Proposal, (B) initiate a stockholders’ vote with respect to an Acquisition Proposal, (C) become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Company with respect to an Acquisition Proposal, or (D) take any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof; (c) until this Agreement terminates or that the Company is terminated prohibited from taking pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation 5.5 of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof.

Agreement to Vote Shares. The Stockholder hereby agrees that (a) Until the Stockholder shallearlier to occur of the Effective Time and the Expiration Date, at every meeting of the stockholders of Parent called with respect to all any of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however calledfollowing, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Parent with respect to any of the following, Holder shall appear at such meeting (in person or otherwise cause by proxy) and shall vote or consent the Shares to be counted as present thereat for purposes of establishing a quorum; and any New Shares (bi) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement 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 the adoption by the Company’s stockholders of the Merger Agreement Parent Stockholder Matters and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof; (c) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) against any Acquisition Proposal (the Company elects “Covered Proposal”). This Agreement is intended to terminate the Merger Agreement pursuant to bind Holder as a stockholder of Parent and in compliance only with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior respect to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of Covered Proposal. Except as expressly set forth in clauses (i), (ii) of this Section ‎2, Holder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of Parent. Until the earlier to occur of the Effective Time and the Expiration Date, Holder covenants and agrees not to enter into any agreement or understanding with any Person with respect to voting of its Shares on any Covered Proposal which conflicts with the terms of this Agreement. (iiib) collectivelyHolder further agrees that, until the earlier to occur of the Effective Time and the Expiration Date, Holder will not, and will not permit any entity under Holder’s control to, (A) solicit proxies or become a “Superior Proposal Event”)participant” in a “solicitation” (as such terms are defined in Rule 14A under the Exchange Act) in opposition to the Covered Proposal, and (ivB) the Board initiate a stockholders’ vote with respect to an Acquisition Proposal, (C) become a member of Directors’ recommendation a “group” (as such term is used in favor Section 13(d) of the adoption Exchange Act) with respect to any voting securities of such Alternative Parent with respect to an Acquisition Agreement remains in effect and has not been adversely modified Proposal, or withdrawn, then if (D) take any action that the Board of Directors or the Independent Committee Parent is prohibited from taking pursuant to Section 4.4 of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofMerger Agreement.

Agreement to Vote Shares. The Stockholder hereby Shareholder irrevocably and unconditionally agrees that that, prior to the Stockholder shall, with respect to all of the Shares that Stockholder is entitled to vote Expiration Date (any limitations upon Stockholder’s right to vote any Shares is set forth as defined in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof4 below), at any meeting of the holders shareholders of Shares, however called, and at every the Company or any adjournment or postponement thereof, appear or in connection with any written consent or resolution of the shareholders of the Company, with respect to the Company Shareholder Matters, Shareholder shall, or shall cause the holder of record of the Shares and any New Shares on any applicable record date to: a) be present at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 5 below) to be counted as present thereat (in person or by proxy) for purposes of establishing calculating a quorum; (b) until this Agreement terminates vote (or is terminated pursuant cause to Section 6 hereofbe voted), subject or deliver a written consent or resolution (or cause a written consent or resolution to Section 3(dbe delivered) hereof, at any meeting covering all of the holders of Shares for the purpose of voting on the Merger Agreement and the transactions contemplated thereby, however called, and at every adjournment or postponement thereof, vote the any New Shares or cause the Shares that Shareholder shall be entitled to be voted so vote: (i) in favor of the adoption by Company Shareholder Matters and any matter that could reasonably be expected to facilitate the Company’s stockholders of Company Shareholder Matters; and (ii) to approve any proposal to adjourn or postpone the Merger Agreement and meeting to a later date if there are not sufficient votes for the approval of the transactions contemplated thereby, including Company Shareholder Matters on the date on which such meeting is held. Shareholder shall not take or commit or agree to take any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofinconsistent with the foregoing; (c) until without limiting the foregoing, to the extent Shareholder holds Company Preferred Shares as of the date of this Agreement terminates Agreement, approve (or is terminated pursuant cause to Section 6 hereofbe approved), subject by vote or written consent, all approvals and consents required to Section 3(d) hereof, at any meeting of be given by the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Company Preferred Shares pursuant to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or Charter in order for the Company to approve and consummate the Contemplated Transactions, including for the avoidance of any of its Subsidiaries or any of its stockholdersdoubt, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation approval of the Merger or and the other transactions contemplated by the First Plan of Merger Agreement or the consummation pursuant to article 43.1 of the transactions contemplated by this AgreementCompany Charter; and (d) notwithstanding the foregoing provisions of this Section 3not to deposit, and until to cause its Affiliates not to deposit, except as provided in this Section 3(d) terminates Agreement, any Shares or is terminated pursuant New Shares owned by Shareholder or its Affiliates in a voting trust or subject any Shares to Section 6 hereofany arrangement or agreement with respect to the voting of such Shares or New Shares (other than this Agreement), unless specifically requested to do so long as (i) each of Parent, Merger Sub by Parent and the Company complies in all material respects connection with its obligations under the Merger Agreement, (ii) the Company elects to terminate the Merger Agreement pursuant to Ancillary Agreements contemplated thereby and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofContemplated Transactions.

Agreement to Vote Shares. The Stockholder hereby agrees that At every meeting of the Stockholder shall, stockholders of PacifiCare called with respect to all any of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however calledfollowing, and at every adjournment or postponement thereof, appear at such meeting and on every action or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum; (b) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting approval by written consent of the holders stockholders of Shares for PacifiCare with respect to any of the purpose of voting on the Merger Agreement and the transactions contemplated therebyfollowing, however called, and at every adjournment or postponement thereof, Stockholder shall vote the Shares or cause the and any New Shares to be voted in favor of the adoption by the Company’s stockholders and approval of the Merger Reorganization Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction Merger and any action required in furtherance thereof; (c) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would matter that could reasonably be expected to prevent or materially impede or delay facilitate the consummation of the Merger or not inconsistent with the other transactions contemplated by terms of Reorganization Agreement, PROVIDED that the Merger Agreement or the consummation terms of the transactions contemplated by this Agreement; and (d) notwithstanding Reorganization Agreement in effect on the foregoing provisions date hereof have not been amended or modified without the prior written consent of this Section 3the undersigned, and until this Section 3(d) terminates if the effect of such amendment or modification is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and increase the Company complies in all material respects with its obligations under the Merger Agreement, (ii) the Company elects consideration paid to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt holder of the Company Stockholder Approvalscapital stock of FHP (or any holder of an option or right to purchase any such capital stock) (collectively, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i"FHP Holder"), (ii) and increase the maximum number of shares of Class A Common Stock which can be issued to FHP stockholders pursuant to the Reorganization Agreement; or (iii) collectivelychange any other term thereof in a manner that would materially and adversely affect Stockholder (the Reorganization Agreement, as it may be amended in accordance with its terms and the foregoing, the Merger and all related matters being the "Merger Proposal"). Notwithstanding the foregoing, the Stockholder shall not be required to comply with this section if: (a) during the period ending on the date the Xxxx-Xxxxx-Xxxxxx antitrust review period is terminated or expires, pursuant to a “Superior Proposal Event”pending or promulgated order, decree, ruling or other binding determination of a court or regulatory agency (an "Order"), the Stockholder would be required to take any action or be forbidden from taking any action as a result of the Merger, the effect of which could reasonably be expected to materially and adversely affect the business operations of the Stockholders by changing its tax-exempt status as a non-profit corporation (ivprovided that, the Stockholder has first used reasonable efforts to oppose such Order or to accommodate such order in a manner that could not reasonably be expected to have such material and adverse effect on its tax status) or (b) the Board of Directors’ recommendation in favor of the adoption Stockholder's voting of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement and the transactions contemplated thereby, however called, and at every adjournment or postponement thereof, vote the Shares or cause the New Shares to be voted in favor of the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect delivering of such transaction and written consent is forbidden by an Order or other applicable law. The Stockholder is not aware of any action required in furtherance thereofpresently pending or threatened Orders. Stockholder agrees not to take any actions contrary to Stockholder's obligations under this Agreement.

Agreement to Vote Shares. The Stockholder hereby Shareholder agrees that that, prior to the Stockholder shall, with respect to all of the Shares that Stockholder is entitled to vote Expiration Date (any limitations upon Stockholder’s right to vote any Shares is set forth as defined in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof2 below), at any meeting (whether a general meeting or a class or series meeting, as applicable) of the holders shareholders of Shares, however called, and at every the Company or any adjournment or postponement thereof, or in connection with any written consent of the shareholders (or any class or series of shareholders, as applicable) of the Company, with respect to the Merger, the Merger Agreement or any Company Acquisition Proposal, Shareholder shall: (a) appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of establishing calculating a quorum; (b) from and after the date hereof until this Agreement terminates the Expiration Date, vote (or is terminated pursuant cause to Section 6 hereofbe voted), subject or deliver a written consent (or cause a written consent to Section 3(dbe delivered) hereof, at any meeting covering all of the holders of Shares for the purpose of voting on the Merger Agreement and the transactions contemplated thereby, however called, and at every adjournment or postponement thereof, vote the any New Shares or cause the Shares that such Shareholder shall be entitled to be voted so vote: (i) in favor of adoption and approval of the adoption by the Company’s stockholders of the Merger Agreement and the approval of the transactions contemplated thereby, including Merger; (ii) against any action or agreement that, to the knowledge of Shareholder, would reasonably necessary be expected to waive result in a breach in any dissenters’ or appraisal rights it may have in material respect of such transaction and any action required in furtherance thereof; (c) until this Agreement terminates covenant, representation or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at warranty or any meeting other obligation or agreement of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment affiliates under the Merger Agreement or other proposal, action or transaction that would reasonably be expected to prevent result in any of the conditions to the Company’s or any of its Subsidiaries’ or affiliates’ obligations under the Merger Agreement not being fulfilled; (iii) against any Company Acquisition Proposal, or any agreement, transaction or other matter that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially impede or delay and adversely affect the consummation of the Merger or the and all other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board where applicable, in favour of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee an election to convert all of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement and the transactions contemplated thereby, however called, and at every adjournment or postponement thereof, vote the Preferred Shares or cause the Shares to be voted in favor of the adoption held by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including Shareholder into Company Ordinary Shares. The Shareholder shall not take or commit or agree to take any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofinconsistent with the foregoing.

Agreement to Vote Shares. The Stockholder hereby agrees that (a) Until the Stockholder shallearlier to occur of the Effective Time and the Expiration Date, at every meeting of the stockholders of the Company called with respect to all any of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however calledfollowing, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, Holder shall appear at such meeting (in person or otherwise cause by proxy) and shall vote or consent the Shares to be counted as present thereat for purposes of establishing a quorum; and any New Shares (bi) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement 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 the adoption by the Company’s stockholders of the Merger Agreement and the approval of the transactions contemplated therebythereby and (ii) against any Third Party Acquisition Proposal (the “Covered Proposals”). This Agreement is intended to bind Holder as a stockholder of the Company only with respect to the Covered Proposals. Except as expressly set forth in clauses (i) and (ii) of this Section 2, including Holder shall not be restricted from voting in favor of, against or abstaining with respect to any action reasonably necessary other matter presented to waive the stockholders of the Company. Until the earlier to occur of the Effective Time and the Expiration Date, Holder covenants and agrees not to enter into any dissentersagreement or understanding with any person with respect to voting of its Shares on any Covered Proposal which conflicts with the terms of this Agreement. (b) Holder further agrees that, until the earlier to occur of the Effective Time and the Expiration Date, Holder will not, and will not permit any entity under Holder’s control to, (A) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the Exchange Act) in opposition to any Covered Proposal, (B) initiate a stockholders’ vote with respect to an Third Party Acquisition Proposal or appraisal rights it may have (C) become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of such transaction and any action required in furtherance thereof;the Company with respect to an Third Party Acquisition Proposal. (c) until this Agreement terminates or is terminated pursuant Subject to the provisions set forth in Section 6 5 hereof, subject to and as security for Holder’s obligations under Section 3(d) hereof2(a), at any meeting Holder hereby irrevocably constitutes and appoints Parent and its or his designees as his attorney and proxy in accordance with the General Corporation Law of the holders State of SharesDelaware, with full power of substitution and resubstitution, to cause the Shares to be counted as present at the Stockholders’ Meeting, to vote his Shares at the Stockholders’ Meeting, however called, and at every adjournment to execute consents in respect of his Shares with respect to the Covered Proposals. SUBJECT TO THE PROVISIONS SET FORTH IN SECTION 5 HEREOF, THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Upon the execution of this Agreement, Holder hereby revokes any and all prior proxies or postponement thereof, vote, or cause powers of attorney given by Holder with respect to voting of the Shares on the Covered Proposals and agrees not to be voted, against grant any amendment subsequent proxies or powers of attorney with respect to the voting of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving Shares on any Covered Proposal until after the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by Expiration Date. Holder understands and acknowledges that Parent is entering into the Merger Agreement or in reliance upon the consummation Holder’s execution and delivery of this Agreement and Holder’s granting of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of proxy contained in this Section 3, and until 2(c). Holder hereby affirms that the proxy granted in this Section 3(d2(c) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each given in connection with the execution of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) and that such proxy is given to secure the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt performance of the Company Stockholder Approvals, and (y) provides for the payment to all holders duties of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofHolder under this Agreement.

Agreement to Vote Shares. The (a) AGREEMENT TO VOTE. So long as this Agreement has not been terminated pursuant to SECTION 4 hereof, the Stockholder hereby agrees that it (i) shall timely vote in any meeting or in response to any request or solicitation of consents by the Stockholder shall, Company (including by execution and delivery of written consents with respect to) its Subject Shares (or shall cause or instruct any custodial agent to so vote and execute and deliver such written consents) to (A) approve the Charter Amendment and (B) do all other things necessary or desirable to otherwise approve, permit and facilitate the Recapitalization and the transactions contemplated by the Recapitalization, including without limitation each of the Shares that Stockholder is entitled Recapitalization Steps, (ii) shall not revoke or withdraw any such vote or written consent and (iii) waives notice to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of securityholders held for the holders purpose of Shares, however called, and at every adjournment or postponement thereof, appear at such meeting or otherwise cause submitting the Shares to be counted as present thereat foregoing for purposes the consideration of establishing a quorum;the securityholders of the Company. (b) PROXY. From the date hereof until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(dthe earlier of (i) hereof, at any meeting of the holders of Shares for the purpose of voting date on the Merger Agreement 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 the adoption by the Company’s stockholders of the Merger Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof; (c) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation all of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of this Section 3, Recapitalization shall have been consummated and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) the Company elects to terminate the Merger termination of this Agreement pursuant to SECTION 4, the Stockholder hereby grants an irrevocable proxy, coupled with an interest, to each of _____________________ (each, the "Proxy"), with full power of substitution and in compliance resubstitution, and hereby authorizes the Proxy to represent and vote (including by execution and delivery of written consents with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iiirespect to) the Alternative Acquisition Agreement providing for Subject Shares of the Superior Proposal Stockholder in accordance with SECTION 1(a) above. The Proxy is hereby empowered to exercise in its own discretion all voting rights (xincluding, without limitation, the power to execute and deliver written consents with respect to the Subject Shares) entered into of the Stockholder in accordance with SECTION 1(a) above at any Person after meeting or at any other time chosen by the date hereof Proxy, and on every action or approval by written consent in lieu of any such meeting. The Stockholder hereby ratifies and approves of each and every action taken by the Proxy pursuant to and subject to the foregoing. Upon the execution of this Agreement, all prior proxies given by the undersigned with respect to the Subject Shares are hereby revoked and no subsequent proxies will be given prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior termination of this Agreement. If requested by the Proxy, the Stockholder agrees to the receipt execute and deliver applicable proxy material in furtherance of the Company Stockholder Approvals, and (y) provides for the payment to all holders provisions of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (iiSECTION 1(a) and (iii) collectively, a “Superior Proposal Event”this SECTION 1(b), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof.

Agreement to Vote Shares. The Stockholder hereby agrees that (a) Until the Stockholder shallExpiration Date, at every meeting of the stockholders of the Company called with respect to all any of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however calledfollowing, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, each Holder shall appear at such meeting (in person or otherwise by proxy) and shall, unless Parent votes such Holder’s Shares or New Shares pursuant to the proxy granted by Section 2(c), vote (or cause the Shares to be counted as present thereat for purposes voted) or consent such Holder’s Shares and New Shares (i) in favor of establishing a quorum; (bA) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting adoption of the holders Merger Agreement, the Merger and each of Shares for the purpose of voting on other actions contemplated by the Merger Agreement 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 (B) without limitation of the preceding clause (A), the approval of any proposal to adjourn or postpone any such meeting to a later date if there are not sufficient votes for the adoption by the Company’s stockholders of the Merger Agreement on the date on which such meeting is held and the approval of the transactions contemplated thereby, including (ii) against (A) any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof; (c) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company Acquisition Proposal or any acquisition agreement related to such Acquisition Proposal or (B) any corporate action the consummation of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to frustrate the purposes, or prevent or materially impede or delay the consummation of, the Merger (the “Covered Proposals”). This Agreement is intended to bind each Holder as a stockholder of the Merger Company (and not in any other capacity such as a director or officer of the Company) and only with respect to the Covered Proposals. Except as expressly set forth in clauses (i) and (ii) of this Section 2, and subject to the proxy granted under Section 2(c) below, the Holders shall not be restricted from voting in favor of, against or abstaining with respect to any other transactions contemplated matter presented to the stockholders of the Company. (b) Each Holder further agrees that, until the Expiration Date, such Holder will not, and will not permit any entity under such Holder’s control to, (A) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the Exchange Act) in opposition to any Covered Proposal, (B) initiate a stockholders’ vote with respect to an Acquisition Proposal or (C) become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Company with respect to an Acquisition Proposal. No Holder shall enter into any agreement or understanding with any Person to vote or give voting instructions in any manner in violation of the terms of Section 2(a). (c) Each Holder hereby revokes (or agrees to cause to be revoked) any and all proxies that it has heretofore granted with respect to such Holder’s Shares or New Shares. Each Holder hereby irrevocably appoints Parent as attorney-in-fact and proxy, with full power of substitution, for and on behalf of such Holder, for and in the name, place and stead of such Holder, to (i) vote, express consent or dissent or issue instructions to the record holder of such Holder’s Shares and New Shares to vote such Shares and New Shares in accordance with the provisions of Section 2(a) and (ii) grant or withhold, or issue instructions to the record holder of such Holder’s Shares or New Shares to grant or withhold, in accordance with the provisions of Section 2(a), all written consents with respect to such Shares and New Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Holder) until the Expiration Date and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 5. Each Holder hereby affirms that the irrevocable proxy set forth in this Section 2(c) is given in connection with, and granted in consideration of and as an inducement to Parent entering into the Merger Agreement or and that such irrevocable proxy is given to secure the consummation obligations of such Holder under Section 2(a). Parent covenants and agrees with each Holder that Parent will exercise the transactions contemplated by foregoing proxy consistent with the provisions of Section 2(a). Notwithstanding anything contained herein to the contrary, the proxy set forth in this Section 2(c) shall automatically terminate upon the Expiration Date of this Agreement; and (d) notwithstanding the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof.

Agreement to Vote Shares. The Stockholder hereby (a) In any annual, special, or adjourned meeting of the stockholders of the Company, and in every written consent in lieu of any such meeting, at which the transactions contemplated by the Securities Purchase Agreement are presented to the Company’s stockholders for approval, each Key Holder agrees that it shall vote, by proxy or otherwise, the Stockholder shall, with respect to all Shares (i) in favor of the Shares transactions contemplated by the Securities Purchase Agreement and any matter that would reasonably be expected to facilitate such transactions (including, without limitation, any proposal for the Company to obtain Stockholder is entitled Approval (as defined in the Securities Purchase Agreement) waiving the Exchange Cap (as defined in the Securities Purchase Agreement) or seeking an increase in the authorized number of shares of Common Stock to vote permit the Company to issue shares of Common Stock to the Buyers as contemplated by the Securities Purchase Agreement), and (ii) against approval of any limitations upon Stockholder’s proposal made in opposition to the transactions contemplated by the Securities Purchase Agreement. Each Key Holder shall retain at all times the right to vote its Shares in its sole discretion and without any Shares is other limitation on those matters other than those set forth in Exhibit A):this Section 2(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. (ab) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any In the event that a meeting of the holders stockholders of Sharesthe Company is held, however calledeach Key Holder shall, and at every adjournment or postponement thereofshall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the such Key Holder’s Shares to be counted as present thereat for purposes of establishing a quorum; (b) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement 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 the adoption by the Company’s stockholders of the Merger Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof;. (c) until Notwithstanding the foregoing, nothing in this Agreement terminates shall limit or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment restrict each Key Holder from acting in its capacity as a director or postponement thereof, vote, or cause the Shares to be voted, against any amendment officer of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior extent applicable, it being understood that this Agreement shall apply to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or such Key Holder solely in its capacity as a combination of cash and non-cash consideration where holders stockholder of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof.

Agreement to Vote Shares. The Stockholder hereby (a) Subject to the terms hereof, Subscriber agrees that upon issuance of any Subject Shares to it, during the Stockholder shallterm of this Agreement, at any and all meetings of shareholders of the Company, or at any adjournment thereof or in any other circumstances upon which a vote (including consents pursuant to applicable law), agreement or other approval of shareholders is sought, Subscriber shall vote (or cause to be voted) all of the Subject Shares owned by Subscriber and shall otherwise consent and agree in such manner as may be directed by Rice, in his sole and absolute discretion, including without limitation to elect individuals to the Company's Board of Directors (whether at any annual election of the Board of Directors, in connection with filling any vacancy as a result of any termination, removal or resignation of any member of the board of Directors or otherwise). (b) In furtherance of the covenants set forth in Section 1(a) hereof, Subscriber agrees, upon executing this Agreement, to deliver to the Company and Rice a proxy authorizing the Subject Shares to be voted in accordance with Section 1(a) of this Agreement in the form attached as EXHIBIT A hereto. Subscriber agrees that no further proxy is required to be executed in connection with Rice's representing the Subject Shares and voting of any matter with respect thereto. To the extent requested by Rice and/or the Company, Subscriber from time to time will provide such further proxies requested by Rice and/or the Company as may be necessary to effectuate the intent of Section 1(a), including but not limited to any proxies with respect to all securities that constitute Subject Shares other than the common stock of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A):Company. (ac) The parties hereto authorize and direct the Secretary of the Company to mark any certificates representing Subject Shares with a legend rexxxxncing the restrictions contained herein, such legend to remain until this Agreement terminates or is terminated pursuant to the Subject Shares are sold in a Bona Fide Sale as described in Section 6 hereof2 below. In such event, the Company shall, upon Subscriber's submission of the certificate or certificates representing the Subject Shares no longer subject to Section 3(d) hereofthis Agreement, at any meeting of promptly issue and deliver to the holders of Shares, however called, and at every adjournment or postponement thereof, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum; (b) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement 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 the adoption by the Company’s stockholders of the Merger Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof; (c) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, voteSubscriber, or cause its transfer agent to issue and deliver, a new certificate or certificates representing such Subject Shares without the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of legend described in this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i1(c), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof.

Agreement to Vote Shares. The Stockholder hereby (a) In any annual, special, or adjourned meeting of the stockholders of the Company, and in every written consent in lieu of any such meeting, at which the transactions contemplated by the Securities Purchase Agreement are presented to the Company’s stockholders for approval, each Key Holder agrees that it shall vote, by proxy or otherwise, the Stockholder shall, with respect to all Shares (i) in favor of the Shares transactions contemplated by the Securities Purchase Agreement and any matter that would reasonably be expected to facilitate such transactions (including, without limitation, any proposal for the Company to obtain Stockholder is entitled Approval (as defined in the Securities Purchase Agreement) waiving the Exchange Cap (as defined in the Securities Purchase Agreement) or seeking an increase in the authorized number of shares of Common Stock to vote permit the Company to issue shares of Common Stock to the Buyers as contemplated by the Securities Purchase Agreement), and (ii) against approval of any limitations upon Stockholder’s proposal made in opposition to the transactions contemplated by the Securities Purchase Agreement. Each Key Holder shall retain at all times the right to vote its Shares in its sole discretion and without any Shares is other limitation on those matters other than those set forth in Exhibit A):this Section 2(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. (ab) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any In the event that a meeting of the holders stockholders of Sharesthe Company is held, however calledeach Key Holder shall, and at every adjournment or postponement thereofshall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the such Key Holder’s Shares to be counted as present thereat for purposes of establishing a quorum; (b) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement 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 the adoption by the Company’s stockholders of the Merger Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof;. (c) until Notwithstanding the foregoing, nothing in this Agreement terminates shall limit or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment restrict each Key Holder from acting its capacity as a director or postponement thereof, vote, or cause the Shares to be voted, against any amendment officer of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior extent applicable, it being understood that this Agreement shall apply to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or such Key Holder in its capacity as a combination of cash and non-cash consideration where holders stockholder of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof.

Agreement to Vote Shares. The Stockholder hereby agrees that the Stockholder shall, with respect to all of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) Each Shareholder covenants and agrees that until the termination of this Agreement terminates or is terminated pursuant to Section 6 in accordance with the terms hereof, subject to Section 3(dsuch Shareholder shall (a) hereof, at any when a meeting of the holders of Shares, however called, and at every adjournment or postponement thereofCompany’s shareholders is held, appear at such meeting (in person or by proxy) or otherwise cause the all Shares and any New Shares (as defined below) to be counted as present thereat for purposes the purpose of establishing a quorum; quorum and (b) until this Agreement terminates vote (or is terminated pursuant cause to Section 6 hereof, subject to Section 3(dbe voted) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement and the transactions contemplated thereby, however called, and at every adjournment or postponement thereof, vote the Shares or cause and any New Shares or, in the Shares case of an action by written consent in lieu of a meeting, exercise its right to be voted consent (i) in favor of the adoption by the Company’s stockholders of the Merger Agreement and the approval of the transactions contemplated thereby, including ; (ii) against the approval of any action reasonably necessary proposal made in opposition to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof; (c) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay competition with the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) against any proposal that would reasonably lead to or result in the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders conditions of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon Parent’s or Merger Sub’s obligations under the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and Merger Agreement not being fulfilled; (iv) the Board of Directors’ recommendation in favor of against the adoption of such Alternative Acquisition Agreement remains any reorganization, recapitalization, liquidation or winding up of the Company or any other extraordinary transaction involving the Company; (v) against any Competing Transaction (as defined in effect the Merger Agreement); and has not been adversely modified (vi) against the election of a group of individuals to replace a majority or withdrawn, then if more of the individuals presently on the Board of Directors or the Independent Committee of the Company request (each item set forth in writingthe foregoing clauses (i) through (vi), a “Proposed Matter”) at any every meeting of the holders shareholders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement and the transactions contemplated thereby, however called, Company called (and at every postponement or adjournment thereof) or postponement thereofaction by written consent taken with respect to any Proposed Matter. Prior to the termination of this Agreement, each Shareholder covenants and agrees not to enter into any agreement or understanding with any person to vote or give instructions in any manner inconsistent with the terms of this Agreement. The provisions of this Section 1 shall apply to all Shares or cause the and New Shares to be voted in favor owned by each Shareholder as of the adoption by record date for the Companyvote on any Proposed Matter. (b) Each Shareholder further agrees that, until the termination of this Agreement, (Y) such Shareholder will not, and will not permit any entity under such Shareholder’s stockholders control to, (A) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the Exchange Act) with respect to an Opposing Proposal (as defined below), (B) initiate a shareholders’ vote with respect to an Opposing Proposal or (C) become a member of a “group” (as such term is used in Section 13(d) of the Alternative Acquisition Agreement and the approval Exchange Act) with respect to any voting securities of the transactions contemplated therebyCompany with respect to an Opposing Proposal. For the purposes of this Agreement, including an “Opposing Proposal” means any action reasonably necessary to waive any dissenters’ or appraisal rights it may have proposal described in respect clauses (ii) through (vi) of such transaction and any action required in furtherance thereofSection 1(a).

Agreement to Vote Shares. The Stockholder hereby agrees that (a) At every meeting of the Stockholder shall, stockholders of the Company called with respect to all of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of Share Issuance and the holders of Shares, however calledCharter Amendment, and at every adjournment or postponement thereof, appear at and on every action or approval by written consent of the stockholders of the Company with respect to the Share Issuance and the Charter Amendment, each Holder irrevocably agrees that it shall vote all the Subject Securities that it beneficially owns on the record date of any such meeting vote or otherwise cause action in favor of each of the Shares to be counted as present thereat for purposes of establishing a quorum;Share Issuance and the Charter Amendment. (b) until this Agreement terminates Each of the Holders agrees to vote, or is terminated act by written consent with respect to, any Subject Securities beneficially owned by him or it, at each annual or special meeting of stockholders of the Company at which Directors (as defined in the Stockholders Agreement) are to be elected or to take all actions by written consent in lieu of any such meeting as are necessary, to cause the designees of CII pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting 2.1 of the holders Stockholders Agreement to be elected to the Board of Shares for Directors of the purpose Company (the "Board"). Each of voting on the Merger Agreement and the transactions contemplated thereby, however called, and at every adjournment Holders agrees to use his or postponement thereof, vote the Shares or its best efforts to cause the Shares election of each such designee to the Board, including nominating such individuals to be voted in favor elected as members of the adoption by Board as provided in the Company’s stockholders of the Merger Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof;Stockholders Agreement. (c) until this Agreement terminates In the event that a vacancy is created at any time by the death, disability, retirement, resignation or is terminated pursuant removal (with or without cause) of any Director designated by CII (an "Investor Director"), the remaining Directors shall cause the vacancy created thereby to Section 6 hereof, subject be filled by a new designee of CII as soon as possible and each Holder hereby agrees to Section 3(d) hereoftake, at any meeting time and from time to time, all actions necessary to accomplish the same. Upon the written request of the holders of SharesCII, however called, and at every adjournment or postponement thereof, each Holder shall vote, or act by written consent with respect to, all Subject Securities beneficially owned by him or it and otherwise take or cause to be taken all actions necessary to remove any Investor Director and to elect any replacement Director designated as provided in the first sentence of this Section 2(c). Unless CII shall otherwise request in writing, no Holder shall take any action to cause the Shares to be voted, against removal of any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement; andInvestor Directors. (d) notwithstanding Without the foregoing provisions written consent of this CII, each Holder agrees not to take any action that would cause the number of Directors constituting the entire Board to be other than eight (8) from and after the First Closing or nine (9) from and after the Qualified Option Closing (as defined in the Stockholders Agreement) . (e) In connection with any vote or action by written consent of the stockholders of the Company relating to any matter specified in Section 32.3 of the Stockholders Agreement, and until this Section 3(d) terminates each Holder agrees, with respect to any Subject Securities with respect to which he or is terminated pursuant it has the power to Section 6 hereofvote, so long as (i) each to vote against (and not act by written consent to approve) such matter if such matter has not been consented to by at least one Investor Director in accordance with Section 2.3 of Parent, Merger Sub the Stockholders Agreement and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) to take or cause to be taken all other reasonable actions required, to the extent permitted by law, to prevent the taking of any action by the Company elects with respect to terminate the Merger Agreement pursuant a matter unless such matter has been consented to and by at least one Investor Director in compliance accordance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt 2.3 of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofStockholders Agreement.

Agreement to Vote Shares. The Stockholder hereby agrees that (a) Until the Stockholder shallearlier to occur of (i) the Effective Time and (ii) the Expiration Date, at every meeting of the shareholders of the Company called with respect to all any of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however calledfollowing, and at every adjournment or postponement thereof, appear at such meeting and on every action or otherwise cause approval by written consent of the shareholders of the Company with respect to any of the following, Holder shall vote or consent the Shares to be counted as present thereat for purposes of establishing a quorum; and any New Shares (bi) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement 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 the adoption by the Company’s stockholders approval of the Merger Agreement and the approval Merger and (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination (other than the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction Merger) between the Company and any action required in furtherance thereof; (c) until this Agreement terminates person or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at entity other than Parent or any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would agreement that could reasonably be expected to prevent result in a breach of any covenant, representation or materially impede warranty or delay the consummation any other obligation or agreement of the Merger or the other transactions contemplated by Company under the Merger Agreement or the consummation Holder under this Agreement or which could reasonably be expected to result in any of the transactions contemplated by this Agreement; and (d) notwithstanding conditions to the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its Company’s obligations under the Merger Agreement, Agreement not being fulfilled. This Agreement is intended to bind Holder as a shareholder of the Company only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) the Company elects of this Section 2, Holder shall not be restricted from voting in favor of, against or abstaining with respect to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior other matter presented to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders shareholders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon . (b) At each of the number 2004 and 2005 annual meeting of other holders so electing (the occurrence stockholders of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”)Parent, and (iv) at any adjournment or postponement of either such meeting, Holder shall vote all shares of capital stock of Parent owned beneficially or of record by Holder as of the Board of Directors’ recommendation record date for each such annual meeting in favor of the adoption election of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the nominees for director recommended for election by the Board of Directors or of Parent; provided, however, that Holder shall have no obligation under this Section 2(b) in the Independent Committee event that the Expiration Date occurs prior to either such annual meeting of stockholders; provided further, that Holder shall have no obligation under this Section 2(b) with respect to the 2005 annual meeting of stockholders of Parent if (i) the individual designated by the Company pursuant to section 5.17(a) of the Company request in writingMerger Agreement to serve as a Class II director of Parent is willing, able and qualified to serve as a director of Parent and is not one of the nominees the Board of Directors of Parent recommends for election at any the 2005 annual meeting of stockholders of Parent or (ii) Parent’s compensation policy with respect to non-employee directors is modified in any material respect prior to the holders 2005 annual meeting of Common Stock for stockholders of Parent. Notwithstanding the purpose foregoing, nothing in this Agreement, including without limitation this Section 2(b), shall restrict Holder’s ability to sell, transfer or otherwise dispose of voting on shares of the Alternative Acquisition Agreement and capital stock of Parent following the transactions contemplated thereby, however calledEffective Time, and at every adjournment or postponement thereof, vote the Shares or cause the Shares to be voted in favor no transferee of shares of the adoption capital stock of Parent beneficially owned by Holder shall have any obligation under this Agreement after the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofEffective Time.

Agreement to Vote Shares. The Stockholder hereby Shareholder agrees that that, prior to the Stockholder shall, with respect to all of the Shares that Stockholder is entitled to vote Expiration Date (any limitations upon Stockholder’s right to vote any Shares is set forth as defined in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof2 below), at any meeting of the holders shareholders of Shares, however called, and at every ListCo or any adjournment or postponement thereof, or in connection with any written consent of the shareholders of ListCo, with respect to the Proposals (as defined below), Shareholder shall: (a) appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of establishing calculating a quorum; (b) from and after the date hereof until this Agreement terminates the Expiration Date, vote (or is terminated pursuant cause to Section 6 hereof, subject to Section 3(dbe voted) hereof, at any meeting all of the holders Shares and any New Shares that such Shareholder shall be entitled to so vote: (i) in favor of Shares for (A) the purpose of voting on proposal to adopt the Merger Agreement Agreement, the Merger and the transactions contemplated thereby, however called(B) the proposal to adopt the Separation, (C) the proposal to amend and restate ListCo’s current amended and restated memorandum and articles of association to effect the foregoing, if required, and at every adjournment or postponement thereof, vote to make certain other amendments described in the Shares or cause preliminary proxy statement/prospectus on Form F-4 filed by ListCo with the Shares to be voted in favor of the adoption by the Company’s stockholders of the Merger Agreement Securities and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof; (c) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing Exchange Commission (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal EventSEC”), and (ivD) the Board of Directors’ recommendation in favor proposal to approve the adjournment of the adoption of such Alternative Acquisition Agreement remains in effect and has shareholder meeting if necessary to solicit additional proxies if there are not been adversely modified or withdrawn, then if sufficient votes to approve the Board of Directors or above proposals at the Independent Committee time of the Company request in writingshareholder meeting, at or any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement and the transactions contemplated thereby, however called, and at every adjournment or postponement thereofthereof ((A) through (D) collectively, vote the Shares “Proposals”); and (ii) against any agreement, transaction or cause other matter that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the Shares to be voted in favor consummation of the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including Proposals. Shareholder shall not take or commit or agree to take any action inconsistent with the foregoing and will take such further affirmative steps as may be reasonably necessary required to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofeffect the foregoing.

Agreement to Vote Shares. The Stockholder hereby agrees that that, prior to the Stockholder shall, with respect to all of the Shares that Stockholder is entitled to vote Expiration Date (any limitations upon Stockholder’s right to vote any Shares is set forth as defined in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof2 below), at any meeting of the holders stockholders of Shares, however called, and at every Parent or any adjournment or postponement thereof, or in connection with any written consent of the stockholders of Parent, with respect to the Conversion Proposal (defined below) or the Charter Amendment Proposal (defined below), Stockholder shall: (a) appear at such meeting or otherwise cause the Shares[ and any New Shares (as defined in Section 3 below)]1 to be counted as present thereat for purposes of establishing calculating a quorum;; 1 Note to Draft: Only for Stockholders executing lock-up agreements. (b) from and after the date hereof until this Agreement terminates the Expiration Date, vote (or is terminated 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 Stockholder shall be entitled to so vote: (i) in favor of (A) the approval of the conversion of the Parent Preferred Stock issued pursuant to Section 6 hereofthe Merger Agreement into shares of Parent Common Stock in accordance with Nasdaq Listing Rule 5635(a) (the “Conversion Proposal”) and, subject if applicable, (B) the approval of an amendment to Section 3(d) hereof, at any meeting the Certificate of Incorporation of Parent to authorize sufficient shares of Parent Common Stock for the conversion of the holders of Shares for the purpose of voting on Parent Preferred Stock issued pursuant to the Merger Agreement and the transactions contemplated thereby, however called, Stock Purchase Agreement and/or to effectuate a reverse stock split (the “Charter Amendment Proposal”) and any matter that could reasonably be expected to facilitate the Conversion Proposal and the Charter Amendment Proposal; (ii) against any proposal to remove the limitation initially set at every adjournment or postponement thereof, vote the Shares or cause the Shares to be voted in favor discretion of holders of Parent Preferred Stock between 4.9% and 19.9% of the adoption by number of shares of Parent Common Stock outstanding immediately after giving effect to the Company’s stockholders issuance of shares of Parent Common Stock upon conversion (the “Beneficial Ownership Limitation”) restricting such holders from beneficially owning a number of shares of Parent Common Stock in excess of the Merger Agreement Beneficial Ownership Limitation or any agreement, transaction or other matter 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 Conversion Proposal or Charter Amendment Proposal; and (iii) 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 transactions contemplated thereby, including Conversion Proposal or Charter Amendment Proposal on the date on which such meeting is held. Stockholder shall not take or commit or agree to take any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof; (c) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of inconsistent with the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofforegoing.

Agreement to Vote Shares. The Stockholder hereby agrees that (a) Until the Stockholder shallearlier to occur of (i) the Effective Time and (ii) the Expiration Date, at every meeting of the stockholders of Parent called with respect to all any of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however calledfollowing, and at every adjournment or postponement thereof, appear at such meeting and on every action or otherwise cause approval by written consent of the stockholders of Parent with respect to any of the following, Holder shall vote or consent the Shares and any New Shares (i) in favor of approval of the issuance of shares of the Common Stock of Parent in the Merger and (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination (other than the Merger) between Parent and any person or entity other than the Company or any other action or agreement that could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent or Merger Sub under the Merger Agreement or Holder under this Agreement or which could reasonably be counted expected to result in any of the conditions to the obligations of Parent and Merger Sub under the Merger Agreement not being fulfilled. This Agreement is intended to bind Holder as present thereat for purposes a stockholder of establishing a quorum;Parent only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 2, Holder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of Parent. (b) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any At each of the 2004 and 2005 annual meeting of the holders stockholders of Shares for the purpose of voting on the Merger Agreement and the transactions contemplated thereby, however calledParent, and at every any adjournment or postponement thereofof either such meeting, Holder shall vote all shares of capital stock of Parent owned beneficially or of record by Holder as of the Shares or cause the Shares to be voted record date for each such annual meeting in favor of the adoption election of the nominees for director recommended for election by the Company’s Board of Directors of Parent; provided, however, that Holder shall have no obligation under this Section 2(b) in the event that the Expiration Date occurs prior to either such annual meeting of stockholders; provided further, that Holder shall have no obligation under this Section 2(b) with respect to the 2005 annual meeting of stockholders of Parent if (i) either of the individuals designated by Parent pursuant to section 5.17(a) of the Merger Agreement to serve as a Class II director of Parent is willing, able and the approval qualified to serve as a director of Parent and is not one of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof; (c) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if nominees the Board of Directors of Parent recommends for election at the 2005 annual meeting of stockholders of Parent or (ii) Parent’s compensation policy with respect to non-employee directors is modified in any material respect prior to the Independent Committee 2005 annual meeting of stockholders of Parent. Notwithstanding the foregoing, nothing in this Agreement, including without limitation this Section 2(b), shall restrict Holder’s ability to sell, transfer or otherwise dispose of shares of the Company request in writingcapital stock of Parent following the Effective Time, at any meeting and no transferee of shares of the holders capital stock of Common Stock for Parent beneficially owned by Holder shall have any obligation under this Agreement after the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofEffective Time.

Agreement to Vote Shares. The Stockholder hereby agrees that the Stockholder shall, with respect to all of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) Each Stockholder covenants and agrees that until the termination of this Agreement terminates or is terminated pursuant to Section 6 in accordance with the terms hereof, subject to Section 3(dsuch Stockholder shall (a) hereof, at any when a meeting of the holders of Shares, however called, and at every adjournment or postponement thereofCompany's stockholders is held, appear at such meeting (in person or by proxy) or otherwise cause the all Shares and any New Shares (as defined below) to be counted as present thereat for purposes the purpose of establishing a quorum; quorum and (b) until this Agreement terminates vote (or is terminated pursuant cause to Section 6 hereof, subject to Section 3(dbe voted) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement and the transactions contemplated thereby, however called, and at every adjournment or postponement thereof, vote the Shares or cause the and any New Shares to be voted (i) in favor of the adoption by the Company’s stockholders of the Merger Agreement and the approval of the transactions contemplated thereby, including ; (ii) against the approval of any action reasonably necessary proposal made in opposition to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof; (c) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay competition with the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (iiiii) against any proposal that would reasonably lead to or result in the Company elects to terminate conditions of Parent's or Merger Sub's obligations under the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and not being fulfilled; (iv) against any Takeover Proposal from any party other than Parent or an affiliate of Parent; and (v) against the Board election of Directors’ recommendation in favor a group of individuals to replace a majority or more of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if individuals presently on the Board of Directors or the Independent Committee of the Company request (each item set forth in writingthe foregoing clauses (i) through (v), a "Proposed Matter") at any every meeting of the holders stockholders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement and the transactions contemplated thereby, however called, Company called with respect to any Proposed Matter (and at every postponement or adjournment thereof). Prior to the termination of this Agreement, each Stockholder covenants and agrees not to enter into any agreement or postponement thereof, understanding with any person to vote or give instructions in any manner inconsistent with the terms of this Agreement. The provisions of this Section 1 shall apply to all Shares or cause the and New Shares to be voted in favor owned by each Stockholder as of the adoption by record date for the Company’s stockholders vote on any Proposed Matter. (b) Each Stockholder further agrees that, until the termination of this Agreement, (Y) such Stockholder will not, and will not permit any entity under such Stockholder's control to, (A) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Rule 14A under the Exchange Act) with respect to an Opposing Proposal (as defined below), (B) initiate a stockholders' vote with respect to an Opposing Proposal or (C) become a member of a "group" (as such term is used in Section 13(d) of the Alternative Acquisition Agreement and the approval Exchange Act) with respect to any voting securities of the transactions contemplated therebyCompany with respect to an Opposing Proposal. For the purposes of this Agreement, including an "Opposing Proposal" means any action reasonably necessary to waive any dissenters’ or appraisal rights it may have proposal described in respect clauses (ii) through (iv) of such transaction and any action required in furtherance thereofSection 1.

Agreement to Vote Shares. The Stockholder hereby agrees that Stockholders agree during the Stockholder shallterm of this Agreement to vote the Shares at any annual or special meeting of stockholders of Parent, with respect or execute a written consent or consents if stockholders of Parent are requested to all vote their Shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of Parent, and to cause any holder of record of Shares to vote: (i) in favor of: (1) approval of the Shares Acquisition and the issuance of Preferred E Stock and Parent Stock into which convertible in such amount that Stockholder is entitled exceeds 19.99% of the Parent’s Common Stock outstanding prior to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated the Effective Date pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, appear at such meeting or otherwise cause the Shares to be counted NASDAQ Rule 5635 as present thereat for purposes of establishing a quorum; (b) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on contemplated in the Merger Agreement (the “Acquisition Consideration”) and the transactions contemplated therebythereunder, however called, at every meeting (or in connection with any action by written consent) of the stockholders of Parent at which such matters are considered and at every lawful adjournment or postponement thereofthereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, vote the Shares or cause the Shares to be voted in favor of the adoption by the Company’s stockholders of the Merger Agreement and if there are not sufficient votes for the approval of the Acquisition Consideration and transactions contemplated therebyin the Merger Agreement on the date on which such meeting is held; (ii) against any action, including proposal, transaction or agreement which could reasonably be expected to result in a breach of any action reasonably necessary to waive covenant, representation or warranty or any dissenters’ other obligation or appraisal rights it may have in respect agreement of such transaction and any action required in furtherance thereof; (c) until Parent under the Merger Agreement or of the Stockholders under this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation result in any of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant conditions to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its ’s obligations under the Merger Agreement, Agreement not being fulfilled. This Agreement is intended to bind the Stockholders as stockholders of Parent only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 2, the Company elects Stockholders shall not be restricted from voting in favor of, against or abstaining with respect to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior other matter presented to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofParent.

Agreement to Vote Shares. The Each of the Company Stockholders severally covenants and agrees with TCI Music and the Company: (a) to vote or to cause to be voted all Shares that are Beneficially Owned by such Company Stockholder hereby agrees that the Stockholder shall, in favor of (or to grant or to cause to be granted consents with respect to all such Shares for), and to cause any holder of record of Shares to vote such Shares in favor of (or to grant consents with respect to such Shares for), the adoption and approval of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Merger Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, and the Merger at any every meeting of the holders Stockholders of Shares, however called, the Company (or any solicitation of consents in lieu thereof) at which such matters are considered and at every adjournment or postponement thereof, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum; ; (b) until this Agreement terminates to vote or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement and the transactions contemplated thereby, however called, and at every adjournment or postponement thereof, vote the Shares or cause the Shares to be voted such Shares against (or to withhold or to cause to be withheld consents with respect to such Shares for), and to cause any holder of record of Shares to vote such Shares against (or to withhold or to cause to be withheld consents with respect to such Shares for), any proposal that would compete or interfere with, or that would in favor of any way delay or otherwise inhibit the adoption by the Company’s stockholders of timely consummation of, the Merger Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof; (c) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement Agreement; and (c) to vote or to cause to be voted such Shares in favor of (or to grant or to cause to be granted consents with respect to such Shares for), and to cause any holder of record of Shares to vote such Shares in favor of (or to grant consents with respect to such Shares for), the consummation release of all shares of Class A, Class B and Class E Common Stock of the transactions Company held in escrow pursuant to the Company's Second Restated Certificate of Incorporation, the Stock Escrow Agreement dated as of November 21, 1995 among the Company, certain of its stockholders and American Stock Transfer & Trust Company or otherwise from such escrow immediately prior to the effective time of the merger contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) all to the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with extent such Shares are not disqualified by law or any Person after the date hereof and contract existing prior to the Solicitation Period End-Date date of this Agreement from voting or entered into thereafter from giving or withholding consent with an Excluded Party prior respect to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofrelease.

Agreement to Vote Shares. The Stockholder hereby agrees that the Stockholder shall, with respect to all of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) Each Shareholder covenants and agrees that until the termination of this Agreement terminates or is terminated pursuant to Section 6 in accordance with the terms hereof, subject to Section 3(dsuch Shareholder shall (a) hereof, at any when a meeting of the holders of Shares, however called, and at every adjournment or postponement thereofCompany's shareholders is held, appear at such meeting (in person or by proxy) or otherwise cause the all Shares and any New Shares (as defined below) to be counted as present thereat for purposes the purpose of establishing a quorum; quorum and (b) until this Agreement terminates vote (or is terminated pursuant cause to Section 6 hereof, subject to Section 3(dbe voted) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement and the transactions contemplated thereby, however called, and at every adjournment or postponement thereof, vote the Shares or cause the and any New Shares to be voted (i) in favor of the adoption by the Company’s stockholders of the Merger Agreement and the approval of the transactions contemplated thereby, including ; (ii) against the approval of any action reasonably necessary proposal made in opposition to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof; (c) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay competition with the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (iiiii) against any proposal that would reasonably lead to or result in the Company elects to terminate conditions of Parent's or Merger Sub's obligations under the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and not being fulfilled; (iv) against any Competing Transaction (as defined in the Board Merger Agreement); and (v) against the election of Directors’ recommendation in favor a group of individuals to replace a majority or more of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if individuals presently on the Board of Directors or the Independent Committee of the Company request (each item set forth in writingthe foregoing clauses (i) through (v), a "Proposed Matter") at any every meeting of the holders shareholders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement and the transactions contemplated thereby, however called, Company called with respect to any Proposed Matter (and at every postponement or adjournment thereof). Prior to the termination of this Agreement, each Shareholder covenants and agrees not to enter into any agreement or postponement thereof, understanding with any person to vote or give instructions in any manner inconsistent with the terms of this Agreement. The provisions of this Section 1 shall apply to all Shares or cause the and New Shares to be voted in favor owned by each Shareholder as of the adoption by record date for the Company’s stockholders vote on any Proposed Matter. (b) Each Shareholder further agrees that, until the termination of this Agreement, (Y) such Shareholder will not, and will not permit any entity under such Shareholder's control to, (A) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Rule 14A under the Exchange Act) with respect to an Opposing Proposal (as defined below), (B) initiate a shareholders' vote with respect to an Opposing Proposal or (C) become a member of a "group" (as such term is used in Section 13(d) of the Alternative Acquisition Agreement and the approval Exchange Act) with respect to any voting securities of the transactions contemplated therebyCompany with respect to an Opposing Proposal. For the purposes of this Agreement, including an "Opposing Proposal" means any action reasonably necessary to waive any dissenters’ or appraisal rights it may have proposal described in respect clauses (ii) through (iv) of such transaction and any action required in furtherance thereofSection 1(a).

Agreement to Vote Shares. The Stockholder hereby agrees that (a) Prior to the Stockholder shallExpiration Time, at every meeting of the stockholders of Parent called with respect to all any of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however calledfollowing matters, and at every adjournment or postponement thereof, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum; (b) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting and on every resolution of the holders stockholders of Shares for Parent with respect to any of the purpose of voting on the Merger Agreement following matters, Stockholder shall participate and the transactions contemplated thereby, however called, and at every adjournment or postponement thereof, vote the Shares or cause the Shares to be voted (i) in favor of the adoption by the Company’s stockholders of the Merger Agreement and the approval of the transactions contemplated therebyMerger and the other Parent Transactions, including and any action other matter that is reasonably necessary to waive facilitate the consummation of the Merger and the other Parent Transactions, (ii) against any dissenters’ Adverse Proposal (as defined below) and (iii) against any other matter that would reasonably be expected to impede, interfere with, delay, postpone or appraisal rights it may have adversely affect the Merger or any of the Parent Transactions. For purposes of this Agreement, “Adverse Proposal” means (A) any Acquisition Proposal, (B) any change in a majority of the board of directors of Parent, 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 Parent’s certificate of incorporation or bylaws that is not requested or expressly approved by the board of directors of Parent, (D) any action or agreement that would reasonably be expected to result in a breach in any material respect of such transaction and any action required in furtherance thereof; (c) until this Agreement terminates covenant, representation or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at warranty or any meeting other obligation or agreement of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company Parent or any of its Subsidiaries or any of its stockholders, which amendment Affiliates under the Merger Agreement or other proposal, action or transaction that would reasonably be expected to prevent or materially impede or delay the consummation result in any of the Merger conditions to Parent’s or the other transactions contemplated by the Merger Agreement any of its Subsidiaries’ or the consummation of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its Affiliates’ obligations under the Merger AgreementAgreement not being fulfilled or (E) any other matter that would reasonably be expected to impede, (ii) the Company elects to terminate interfere with, delay, postpone, discourage or adversely affect the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with or any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company other Parent Transactions. Any such vote shall be cast (and each consent shall be given) by Stockholder Approvalsin 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 (y) provides for purposes of recording the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption results of such Alternative Acquisition Agreement remains in effect and has not been adversely modified vote or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofconsent.

Agreement to Vote Shares. The Stockholder hereby agrees that During the Stockholder shall, with respect to all term of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereofAgreement, at any meeting of shareholders of the holders of Shares, however called, and Company or at every any adjournment or postponement thereof, appear at such meeting in any action by written consent or otherwise in any other circumstances upon which the Holder’s vote, consent or other approval is sought, the Holder shall vote (or cause the Shares to be counted as present thereat for purposes of establishing a quorum; (bvoted) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting all of the holders Subject Securities that are then entitled to be voted (i) in favor of Shares for any amendment to the purpose Company’s Current Articles of voting on Association (the “Current Articles”), (ii) in favor of the Merger, the Merger Agreement and the transactions contemplated thereby, however called, other Transactions and at every adjournment or postponement thereof, vote the Shares or cause the Shares to be voted in favor of the adoption by the Company’s stockholders terms of the Merger Agreement and the approval of the transactions contemplated therebyother agreements reflected therein, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof; (ciii) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action amendment, matter or transaction involving the Company or agreement that would in any of its Subsidiaries or any of its stockholdersmanner impede, which amendment or other proposalfrustrate, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under nullify the Merger Agreement, (ii) the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior ProposalMerger, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration other Transactions or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and this Agreement; (iv) the Board of Directors’ recommendation in favor of the adoption conversion of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee all outstanding preferred shares of the Company request into the Company's ordinary Shares in writing, at any meeting accordance with Section 7.2 of the holders Current Articles; (v) in favor of Common Stock an increase in the authorized share capital of the Company and the determination that the securities issued in connection with the Merger Agreement shall not be deemed “New Securities” for the purpose purposes of voting Article 49.1 of the Current Articles; (vi) in favor of a reverse stock split of all authorized, issued and outstanding shares of the Company at a ratio as shall be presented at the meeting, the reinstatement of the par value per share (including all authorized, issued and outstanding shares of the Company) at a par value as shall be presented at the meeting and the decrease in the authorized capital of the Company and the consequent increase in the share premium to be recorded on the Alternative Acquisition Agreement Company’s accounts; (vii) in favor of changing the Company's name to סראטאסיס בע"מ and in English Stratasys Ltd. or to any other similar name that the transactions contemplated therebyRegistrar of Companies may approve, however calledwhich name change will enter into effect subject to and upon the Effective Time and to the approval by the Registrar of Companies, and at every adjournment or postponement thereofas set forth in the Merger Agreement; (viii) in favor of adoption of a public company Articles of Association, vote as set forth as an exhibit to the Shares or cause Merger Agreement, effective as of the Shares to be voted Effective Time; (ix) in favor of an amendment of the current Company's Memorandum of Association, as set forth in the Merger Agreement, effective as of the Effective Time; (x) in favor of the adoption by ratification of the Company’s stockholders 's 2011 Omnibus Stock Option and Restricted Stock Incentive Plan; (xi) in favor of the Alternative Acquisition Agreement and the approval of the transactions contemplated therebyRegistration Rights and Lockup Agreement, as set forth in the Merger Agreement; (xii) in favor of the appointment of the persons designated pursuant to the terms of the Merger Agreement as directors of the Company, including their classification to separate classes, as of the Effective Time, and approval of their remuneration; (xiii) in favor of the indemnification agreements to be entered into by the Company with each person who will serve on the board of directors of the Company and each person who will serve as an executive officer of the Company (the "Company Directors and Officers"); (xiv) in favor of the approval of the directors and officers insurance policy to be procured by the Company for the benefit of the Company Directors and Officers; (xv) against any proposed acquisition proposal; (xvi) in favor of any action reasonably necessary to waive any dissenters’ or appraisal rights it may have authorize the issuance of Company shares in respect connection with the Merger to the directors and officers of Stratasys for the purposes of exempting such transaction issuance from the application of Section 16 of the Exchange Act and the rules and regulations thereunder; and (xvii) in favor of any action required necessary, advisable and prudent in furtherance thereofthe name and on behalf of the Company towards the implementation of the Merger, the above resolutions and all other actions required, advisable, prudent and/or resulting from the Merger or such resolutions. The Holder agrees that the Subject Securities that are entitled to be voted shall be voted (or cause to be voted) as set forth in the preceding sentences whether or not the Holder’s vote, consent or other approval is sought on only one or on any combination of the matters set forth in clauses (i) - (xvii) above and at any time or at multiple times during the term of this Agreement.

Agreement to Vote Shares. The Stockholder hereby agrees that (a) From the Stockholder shall, with respect to all Original Execution Date until the earlier of the Expiration Date and the occurrence of a Company Change in Recommendation, at every meeting of holders of Shares that Stockholder is entitled of the Company concerning any proposal related to vote (the Transactions or at which any limitations upon Stockholder’s right to vote any Shares is matter set forth in Exhibit A): (athis Section 3(a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however calledbeing considered, and at every adjournment or postponement thereof, appear and on every action or approval by written consent of the stockholders of the Company concerning any proposal related to the Transactions or at which any matter set forth in this Section 3(a) is being considered, each Covered Stockholder (in such Covered Stockholder’s capacity as a stockholder of the Company) shall, or shall cause the holder of record on any applicable record date to, vote all Covered Shares that such Covered Stockholder then holds and is entitled to vote (or direct the voting of): (i) in favor of the adoption of the Amended and Restated Merger Agreement and the Transactions contemplated thereby, including the Wax Merger; (ii) in favor of any proposal to adjourn or postpone such meeting of the holders of Shares to a later date if there are not sufficient votes to adopt the Amended and Restated Merger Agreement; (iii) against approval of any proposal made in opposition to adoption of the Amended and Restated Merger Agreement or the Wax Merger or the other Transactions contemplated by the Amended and Restated Merger Agreement or in competition or inconsistent with the Wax Merger, including any Company Acquisition Proposal and any Alternative Company Acquisition Agreement; and (iv) against any action, proposal or agreement that (x) would reasonably be expected to result in a breach of any representation, warranty, covenant or agreement of the Company under the Amended and Restated Merger Agreement or (y) would reasonably be expected to prevent or materially delay or adversely affect the consummation of the Transactions contemplated by the Amended and Restated Merger Agreement, including the Wax Merger. (b) From the Original Execution Date until the Expiration Date, at every meeting of holders of Shares of the Company concerning any proposal related to the Transactions, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders of the Company concerning any proposal related to the Transactions, each Covered Stockholder (in such Covered Stockholder’s capacity as a stockholder of the Company) shall, or shall cause the holder of record on any applicable record date to, vote all Covered Shares that such Covered Stockholder then holds and is entitled to vote (or direct the voting of) in favor of the Charter Amendments or any other approval of the holders of the Class B Shares, voting separately, that is required in connection with the Transactions. (c) From the Original Execution Date until the Expiration Date, in the event that a meeting of the stockholders of the Company is held, each Covered Stockholder shall, or shall cause the holder of record of any of the Covered Shares of such Covered Stockholder on any applicable record date to, be present in person or represented by proxy at such meeting or otherwise cause the all Covered Shares of such Covered Stockholder to be counted as present thereat for purposes of establishing a quorum; (b) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement 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 the adoption by the Company’s stockholders of the Merger Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof; (c) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement; and. (d) notwithstanding From the foregoing provisions Original Execution Date until the Expiration Date, each Covered Stockholder hereby agrees not to enter into any commitment, agreement, understanding or similar arrangement with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof.

Agreement to Vote Shares. The Stockholder hereby agrees that the Stockholder shall, with respect to all of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) Each Stockholder covenants and agrees that until the termination of this Agreement terminates or is terminated pursuant to Section 6 in accordance with the terms hereof, subject to Section 3(dsuch Stockholder shall (a) hereof, at any when a meeting of the holders of Shares, however called, and at every adjournment or postponement thereofCompany’s stockholders is held, appear at such meeting (in person or by proxy) or otherwise cause the all Shares and any New Shares (as defined below) to be counted as present thereat for purposes the purpose of establishing a quorum; quorum and (b) until this Agreement terminates vote (or is terminated pursuant cause to Section 6 hereof, subject to Section 3(dbe voted) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement and the transactions contemplated thereby, however called, and at every adjournment or postponement thereof, vote the Shares or cause the and any New Shares to be voted (i) in favor of the adoption by the Company’s stockholders of the Merger Agreement and the approval of the transactions contemplated thereby, including ; (ii) against the approval of any action reasonably necessary proposal made in opposition to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof; (c) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay competition with the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (iiiii) against any proposal that would reasonably lead to or result in the Company elects to terminate conditions of Parent’s or Merger Sub’s obligations under the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and not being fulfilled; (iv) against any Takeover Proposal from any party other than Parent or an affiliate of Parent; and (v) against the Board election of Directors’ recommendation in favor a group of individuals to replace a majority or more of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if individuals presently on the Board of Directors or the Independent Committee of the Company request (each item set forth in writingthe foregoing clauses (i) through (v), a “Proposed Matter”) at any every meeting of the holders stockholders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement and the transactions contemplated thereby, however called, Company called with respect to any Proposed Matter (and at every postponement or adjournment thereof). Prior to the termination of this Agreement, each Stockholder covenants and agrees not to enter into any agreement or postponement thereof, understanding with any person to vote or give instructions in any manner inconsistent with the terms of this Agreement. The provisions of this Section 1 shall apply to all Shares or cause the and New Shares to be voted in favor owned by each Stockholder as of the adoption by record date for the Companyvote on any Proposed Matter. (b) Each Stockholder further agrees that, until the termination of this Agreement, (Y) such Stockholder will not, and will not permit any entity under such Stockholder’s stockholders control to, (A) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the Exchange Act) with respect to an Opposing Proposal (as defined below), (B) initiate a stockholders’ vote with respect to an Opposing Proposal or (C) become a member of a “group” (as such term is used in Section 13(d) of the Alternative Acquisition Agreement and the approval Exchange Act) with respect to any voting securities of the transactions contemplated therebyCompany with respect to an Opposing Proposal. For the purposes of this Agreement, including an “Opposing Proposal” means any action reasonably necessary to waive any dissenters’ or appraisal rights it may have proposal described in respect clauses (ii) through (iv) of such transaction and any action required in furtherance thereofSection 1.

Agreement to Vote Shares. The Stockholder hereby agrees that (a) Until the Stockholder shallearlier to occur of the Effective Time and the Expiration Date, at every meeting of the stockholders of the Company called with respect to all any of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however calledfollowing, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, Holder shall appear at such meeting (in person or otherwise cause by proxy) and shall vote or consent the Shares to be counted as present thereat for purposes of establishing a quorum; and any New Shares (bi) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement 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 the adoption by the Company’s stockholders of the Merger Agreement and the approval of the transactions contemplated therebythereby and (ii) against any Acquisition Proposal by a Third Party (the "Covered Proposals"). This Agreement is intended to bind Holder as a stockholder of the Company only with respect to the Covered Proposals. Except as expressly set forth in clauses (i) and (ii) of this Section 2, including Holder shall not be restricted from voting in favor of, against or abstaining with respect to any action reasonably necessary other matter presented to waive the stockholders of the Company. Until the earlier to occur of the Effective Time and the Expiration Date, Holder covenants and agrees not to enter into any dissenters’ agreement or appraisal rights it may have understanding with any person with respect to voting of its Shares on any Covered Proposal which conflicts with the terms of this Agreement. (b) Holder further agrees that, until the earlier to occur of the Effective Time and the Expiration Date, Holder will not, and will not permit any entity under Holder's control to, (A) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Rule 14A under the Exchange Act) in opposition to any Covered Proposal, (B) initiate a stockholders' vote with respect to an Acquisition Proposal of a Third Party or (C) become a member of a "group" (as such transaction and term is used in Section 13(d) of the Exchange Act) with respect to any action required in furtherance thereof;voting securities of the Company with respect to an Acquisition Proposal of a Third Party. (c) until this Agreement terminates or is terminated pursuant Subject to the provisions set forth in Section 6 5 hereof, subject to and as security for Holder's obligations under Section 3(d) hereof2(a), at any meeting Holder hereby irrevocably constitutes and appoints Parent and its designees as his attorney and proxy in accordance with the General Corporation Law of the holders State of SharesNew York, with full power of substitution and resubstitution, to cause the Shares to be counted as present at the Shareholders’ Meeting, to vote his Shares at the Shareholders’ Meeting, however called, and at every adjournment to execute consents in respect of his Shares with respect to the Covered Proposals. SUBJECT TO THE PROVISIONS SET FORTH IN SECTION 5 HEREOF, THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Upon the execution of this Agreement, Holder hereby revokes any and all prior proxies or postponement thereof, vote, or cause powers of attorney given by Holder with respect to voting of the Shares on the Covered Proposals and agrees not to be voted, against grant any amendment subsequent proxies or powers of attorney with respect to the voting of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving Shares on any Covered Proposal until after the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by Expiration Date. Holder understands and acknowledges that Parent is entering into the Merger Agreement or in reliance upon the consummation Holder's execution and delivery of this Agreement and Holder's granting of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of proxy contained in this Section 3, and until 2(c). Holder hereby affirms that the proxy granted in this Section 3(d2(c) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each given in connection with the execution of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) and that such proxy is given to secure the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt performance of the Company Stockholder Approvals, and (y) provides for the payment to all holders duties of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofHolder under this Agreement.

Agreement to Vote Shares. The Stockholder hereby agrees that (a) From the Stockholder shalldate hereof until the Expiration Date, with respect to all at every meeting of holders of Shares of the Shares that Stockholder is entitled Company concerning any proposal related to vote (the Transactions or at which any limitations upon Stockholder’s right to vote any Shares is matter set forth in Exhibit A): (athis Section 3(a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however calledbeing considered, and at every adjournment or postponement thereof, appear and on every action or approval by written consent of the stockholders of the Company concerning any proposal related to the Transactions or at which any matter set forth in this Section 3(a) is being considered, each Covered Stockholder (in such Covered Stockholder’s capacity as a stockholder of the Company) shall, or shall cause the holder of record on any applicable record date to, vote all Covered Shares that such Covered Stockholder then holds and is entitled to vote (or direct the voting of): (i) in favor of the adoption of the Merger Agreement and the Transactions contemplated thereby, including the Merger; (ii) in favor of any proposal to adjourn or postpone such meeting of the holders of Shares to a later date if there are not sufficient votes to adopt the Merger Agreement; (iii) against approval of any proposal made in opposition to adoption of the Merger Agreement or the Merger or the other Transactions contemplated by the Merger Agreement or in competition or inconsistent with the Merger, including any Acquisition Proposal and any Specified Agreement; and (iv) against any action, proposal or agreement that (x) would reasonably be expected to result in a breach of any representation, warranty, covenant or agreement of the Company under the Merger Agreement or (y) would reasonably be expected to prevent or materially delay or adversely affect the consummation of the Transactions contemplated by the Merger Agreement, including the Merger. (b) From the date hereof until the Expiration Date, at every meeting of holders of Shares of the Company concerning any proposal related to the Transactions, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders of the Company concerning any proposal related to the Transactions, each Covered Stockholder (in such Covered Stockholder’s capacity as a stockholder of the Company) shall, or shall cause the holder of record on any applicable record date to, vote all Covered Shares that such Covered Stockholder then holds and is entitled to vote (or direct the voting of) in favor of any approval that is required in connection with the Transactions. (c) From the date hereof until the Expiration Date, in the event that a meeting of the stockholders of the Company is held, each Covered Stockholder shall, or shall cause the holder of record of any of the Covered Shares of such Covered Stockholder on any applicable record date to, be present in person or represented by proxy at such meeting or otherwise cause the all Covered Shares of such Covered Stockholder to be counted as present thereat for purposes of establishing a quorum; (b) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement 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 the adoption by the Company’s stockholders of the Merger Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof; (c) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement; and. (d) notwithstanding From the foregoing provisions date hereof until the Expiration Date, each Covered Stockholder hereby agrees not to enter into any commitment, agreement, understanding or similar arrangement with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof.

Agreement to Vote Shares. The Stockholder hereby agrees that (a) Until the Stockholder shallearlier to occur of the Effective Time and the Expiration Date, at every meeting of the stockholders of the Company called with respect to all any of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however calledfollowing, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, Holder shall appear at such meeting (in person or otherwise cause by proxy) and shall vote or consent the Shares to be counted as present thereat for purposes of establishing a quorum; (bi) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement 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 the adoption by the Company’s stockholders of the Merger Agreement and the approval of the transactions contemplated therebythereby and (ii) against any proposal for any recapitalization, including any action reasonably necessary to waive any dissenters’ merger, sale of assets or appraisal rights it may have in respect of such transaction other business combination (other than as contemplated by the Merger Agreement) between the Company and any action required in furtherance thereof; (c) until this Agreement terminates person or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at entity other than Parent or any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction agreement that would reasonably be expected to prevent result in a breach of any covenant, representation or materially impede warranty or delay the consummation any other obligation or agreement of the Merger or the other transactions contemplated by Company under the Merger Agreement or the consummation Holder under this Agreement or which would reasonably be expected to result in any of the transactions contemplated by this Agreement; and (d) notwithstanding conditions to the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its Company’s obligations under the Merger Agreement, Agreement not being fulfilled. This Agreement is intended to bind Holder as a stockholder of the Company only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) the Company elects of this Section 3(a), Holder shall not be restricted from voting in favor of, against or abstaining with respect to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior other matter presented to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders stockholders of the Company. Prior to the termination of this Agreement, Holder covenants and agrees not to enter into any agreement or understanding with any person to vote or give instructions in any manner inconsistent with the terms of this Agreement. (b) Holder further agrees that, until the termination of this Agreement, Holder will not, and will not permit any entity under Holder’s Common Stock may elect control to, (A) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the Exchange Act) with respect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing an Opposing Proposal (the occurrence of clauses (ias defined below), (iiB) and initiate a stockholders’ vote with respect to an Opposing Proposal or (iiiC) collectively, become a member of a “Superior Proposal Event”), and group” (ivas such term is used in Section 13(d) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof.Exchange

Agreement to Vote Shares. The Stockholder hereby agrees that a. Until the Stockholder shallearlier to occur of the Effective Time and the Expiration Date, at every meeting of the stockholders of Parent called with respect to all any of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however calledfollowing, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Parent with respect to any of the following, Holder shall appear at such meeting (in person or otherwise cause by proxy) and shall vote, or provide its consent with respect to, the Shares to be counted as present thereat for purposes of establishing a quorum; and New Shares (bi) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement 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 the adoption by Parent Stockholder Matters and (ii) against any Acquisition Proposal (the Company“Covered Proposal”). This Agreement is intended to bind Holder as a stockholder of Parent and only with respect to the Covered Proposal. Except as expressly set forth in clauses (i) and (ii) of this Section ‎2(a), Holder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of Parent. Until the earlier to occur of the Effective Time and the Expiration Date, Holder covenants and agrees not to enter into any agreement or understanding with any Person with respect to voting of the Shares or any New Shares on any Covered Proposal which conflicts with the terms of this Agreement. b. Xxxxxx further agrees that, until the earlier to occur of the Effective Time and the Expiration Date, Holder will not, and will not permit any entity under Holder’s stockholders control to, (A) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the Exchange Act) in opposition to the Covered Proposal, (B) initiate a stockholders’ vote with respect to an Acquisition Proposal, (C) become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of Parent with respect to an Acquisition Proposal, or (D) take any action that the Parent is prohibited from taking pursuant to Section 4.4 of the Merger Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof; (c) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof.

Agreement to Vote Shares. The Stockholder hereby agrees that that, prior to the Stockholder shall, with respect to all of the Shares that Stockholder is entitled to vote Expiration Date (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereofas defined below), at any meeting of the holders stockholders of Shares, however called, and at every Parent or any adjournment or postponement thereof, or in connection with any written consent of the stockholders of Parent, with respect to the Merger, the Merger Agreement or any Acquisition Proposal, the Stockholder shall: (a) appear at such meeting or otherwise cause the Shares and any New Shares (as defined below) to be counted as present thereat for purposes of establishing calculating a quorum; (b) from and after the date hereof until this Agreement terminates the Expiration Date, vote (or is terminated pursuant cause to Section 6 hereofbe voted), subject or deliver a written consent (or cause a written consent to Section 3(dbe delivered) hereof, at any meeting covering all of the holders of Shares for the purpose of voting on the Merger Agreement and the transactions contemplated thereby, however called, and at every adjournment or postponement thereof, vote the any New Shares or cause the Shares that such Stockholder shall be entitled to be voted so vote: (i) in favor of the adoption by the Company’s stockholders and approval of the Merger Agreement and the approval of the all other transactions contemplated thereby, including by the Merger Agreement as to which stockholders of Parent are called upon to vote or consent in favor of any action reasonably matter necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof; (c) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected to prevent or materially impede or delay the for consummation of the Merger or and the other transactions contemplated by the Merger Agreement; (ii) against 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 Parent 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 Parent’s or any of its Subsidiaries or Affiliates’ obligations under the Merger Agreement not being fulfilled; and (iii) against any Acquisition Proposal, or any agreement, transaction or other matter 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 this Agreement; and (d) notwithstanding the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) the Company elects . The Stockholder shall not take or commit or agree to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a “Superior Proposal Event”), and (iv) the Board of Directors’ recommendation in favor of the adoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including take any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofinconsistent with the foregoing.

Agreement to Vote Shares. The Stockholder hereby agrees that Prior to the Stockholder shallExpiration Time, at every meeting of the Bank’s stockholders called with respect to all any of the following, and at every adjournment thereof, and on every action or approval by written resolution or consent of the Bank stockholders with respect to any of the following, Stockholder shall vote the Shares that in respect of which Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A): (a) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, appear at such meeting or otherwise cause the Shares in connection with any such written consent against any Adverse Proposal (as defined below); provided, that nothing herein shall preclude Stockholder from exercising full power and authority to be counted as present thereat for purposes of establishing a quorum; (b) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares for the purpose of voting on the Merger Agreement and the transactions contemplated thereby, however called, and at every adjournment or postponement thereof, vote the Shares in Stockholder’s sole discretion for or cause the Shares against any proposal submitted to be voted in favor a vote of the adoption by the CompanyBank’s stockholders to approve any payment that, in the absence of such approval, constitutes a parachute payment under Section 280G of the Merger Agreement and Internal Revenue Code of 1986, as amended (the approval “Code”). “Adverse Proposal” means (i) any Acquisition Proposal, (ii) any change in a majority of the transactions contemplated therebyboard of directors of the Bank, (iii) any amendment to the Bank’s charter or bylaws not approved in writing by Howard, (iv) any material change in the capitalization of the Bank (including the terms of any Bank securities) or the Bank’s corporate structure (other than, if applicable, the conversion of shares of the Series A Non-Voting Non-Cumulative Perpetual Preferred Stock, par value $10.00 per share, of the Bank (the “Bank Series A Preferred Stock”) into shares of common stock, $10.00 par value per share, of the Bank (the “Bank Common Stock”), (v) any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereof; (c) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or cause the Shares to be voted, against any amendment of the Company’s Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction that would reasonably be expected to prevent result in a breach of any representation, warranty, covenant or materially impede obligation of the Bank in the Merger Agreement and that would reasonably be expected to preclude fulfillment of a condition precedent under the Merger Agreement to the Bank’s or delay the consummation of Howard’s obligation to consummate the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i“Transactions”), (iivi) and (iii) collectivelyany action that would reasonably be expected to result in a breach of any representation, a “Superior Proposal Event”)warranty, and (iv) the Board of Directors’ recommendation in favor covenant or obligation of the adoption of such Alternative Acquisition Agreement remains Stockholder in effect and has not been this Agreement, or (vii) any other matter that would reasonably be expected to impede, interfere with, delay, postpone, discourage or adversely modified affect the Merger or withdrawn, then if the Board of Directors or the Independent Committee any of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement 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 the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or appraisal rights it may have in respect of such transaction and any action required in furtherance thereofother Transactions.