Common use of Agreement to Vote the Subject Shares Clause in Contracts

Agreement to Vote the Subject Shares. Each Stockholder, in its capacity as such, hereby agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the “Voting Period”), at any meeting (or any adjournment or postponement thereof) of the holders of any class or classes of the capital stock of the Company, however called, or in connection with any written consent of the holders of any class or classes of the capital stock of the Company, such Stockholder shall vote or cause to be voted the Subject Shares (x) in favor of the approval of the terms of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (y) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of such Stockholder contained in this Agreement, and (z) except as otherwise agreed to in writing in advance by Parent, against the following actions or proposals: (i) any Acquisition Proposal; and (ii) (A) any change in the persons who constitute the board of directors of the Company that has not been previously approved by at least a majority of the persons who were directors of the Company as of the date of this Agreement (or their successors who were so approved); (B) any change in the present capitalization of the Company or any amendment of the Company’s articles of incorporation or bylaws; (C) any other material change in the Company’s corporate structure or business; or (D) any other action or proposal involving the Company or any of its subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement; provided, however, nothing in this Agreement shall be interpreted as obligating the Stockholders to exercise any options to acquire shares of Common Stock. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. During the Voting Period, each Stockholder agrees not to enter into any agreement, commitment, letter of intent, agreement in principle, or understanding with any Person that violates or conflicts with or could reasonably be expected to violate or conflict with the provisions and agreements contained in this Agreement.

Agreement to Vote the Subject Shares. Each Stockholder, in its capacity as such, (a) The parties hereto hereby agrees that, during the period commencing on agree that from and after the date hereof and continuing until hereof, for as long as the termination Percentage Interest of this Agreement Shareholder exceeds five percent (such period, the “Voting Period”5%), at any meeting of the Company’s shareholders (or any adjournment or postponement thereof) of the holders of any class or classes of the capital stock of the Company), however called, or in connection with any action by written consent or other action of the Company’s shareholders, Shareholder shall vote (or cause to be voted) all of the Subject Shares beneficially owned by it and by Shareholder Group Members in the same proportion of votes cast for, against or abstain by all other holders of Capital Stock, except that at any meeting of the Company’s shareholders (or any adjournment or postponement thereof), however called, or in connection with any action by written consent or other action of the Company’s shareholders, pursuant to which holders of any class or classes of the capital stock of the CompanyCapital Stock are entitled to vote as a separate class, such Stockholder Shareholder shall vote (or cause to be voted the Subject Shares (xvoted) in favor all of the approval of the terms of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (y) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or shares of such Stockholder contained class of Capital Stock beneficially owned by it and by Shareholder Group Members in this Agreement, and (z) except as otherwise agreed to in writing in advance by Parentthe same proportion of votes cast for, against the following actions or proposals: (i) any Acquisition Proposal; and (ii) (A) any change in the persons who constitute the board abstain by all other holders of directors such class of the Company that has not been previously approved by at least a majority of the persons who were directors of the Company as of the date of this Agreement (or their successors who were so approved); (B) any change in the present capitalization of the Company or any amendment of the Company’s articles of incorporation or bylaws; (C) any other material change in the Company’s corporate structure or business; or (D) any other action or proposal involving the Company or any of its subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement; provided, however, nothing in this Agreement shall be interpreted as obligating the Stockholders to exercise any options to acquire shares of Common Capital Stock. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. During the Voting Period, each Stockholder Shareholder agrees not to enter into any agreement, commitment, letter of intent, agreement in principle, or understanding commitment with any Person that violates or conflicts with or could reasonably be expected to the effect of which would violate or conflict be inconsistent with the provisions and agreements contained set forth in this AgreementArticle II. In order to enable Shareholder to comply with its obligations under this Section 2.1(a), the Company shall (prior to the first vote of the Company’s shareholders subject to this Section 2.1(a)) develop, together with its proxy solicitor and/or transfer agent, a form of proxy, in form and substance reasonably satisfactory to Shareholder, to be used by Shareholder (and/or any other Shareholder Group Member, as applicable) to enable it to vote the Subject Shares in the manner required by this Section 2.1(a) at any meeting of the Company’s shareholders (or any adjournment or postponement thereof), however called, or in connection with any action by written consent or other action of the Company’s shareholders. For the avoidance of doubt, any vote of Shareholder (or any other Shareholder Group Member) pursuant to the proper use of such form of proxy shall be deemed to have been made in compliance with this Section 2.1(a).

Agreement to Vote the Subject Shares. Each Stockholder, in its capacity as such, Stockholder hereby unconditionally and irrevocably agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the “Voting Period”), at any duly called meeting of the stockholders of the Company (or any adjournment or postponement thereof) ), and in any action by written consent of the holders of any class or classes of the capital stock stockholders of the Company, however calledStockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or in connection with any written consent otherwise cause its Subject Shares to be counted as present thereat for purposes of the holders of any class or classes of the capital stock of the Companyestablishing a quorum, such Stockholder and it shall vote or consent (or cause to be voted the or consented), in person or by proxy, all of its Subject Shares (xa) in favor of the adoption of the Purchase Agreement and approval of the terms of the Merger Agreement, the Merger Purchase and the other transactions contemplated by the Merger Agreement Transactions (and any actions required in furtherance thereof), (yb) against any action, proposal, transaction 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 the Company under the Merger Agreement or of such Stockholder contained in this the Purchase Agreement, and (zc) except as otherwise agreed to in writing in advance by Parent, against the following actions or proposals: proposals (other than the Purchase and the other Transactions): (i) any Acquisition Proposalalternative transaction or any proposal in opposition to approval of the Purchase Agreement or in competition with or materially inconsistent with the Purchase Agreement; and (ii) (A) any material change in the persons who constitute the board of directors of the Company that has not been previously approved by at least a majority of the persons who were directors of the Company as of the date of this Agreement (or their successors who were so approved); (Bx) any change in the present capitalization of the Company or any amendment of the Company’s articles of incorporation or bylaws; bylaws of the Company or (Cy) any other material change in the Company’s corporate structure or business; or (Diii) any other action or proposal involving the Company or any of its subsidiaries Subsidiaries that is intended, or could would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect in any material respect the transactions contemplated by Transactions or would reasonably be expected to result in any of the Merger Agreement; providedconditions to the Company’s obligations under the Purchase Agreement not being fulfilled. Each Stockholder agrees not to, howeverand shall cause its Affiliates not to, enter into any agreement, commitment or arrangement with any person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Article I. Notwithstanding the foregoing, nothing in this Agreement shall be interpreted construed to impose any obligation or limitation on votes or actions taken by Stockholder or any of its Representatives in the capacity as obligating a director or officer of the Stockholders to exercise any options to acquire shares of Common Stock. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. During the Voting Period, each Stockholder agrees not to enter into any agreement, commitment, letter of intent, agreement in principle, or understanding with any Person that violates or conflicts with or could reasonably be expected to violate or conflict with the provisions and agreements contained in this AgreementCompany.

Agreement to Vote the Subject Shares. Each Stockholder, in its his capacity as such, hereby agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the “"Voting Period”"), at any meeting (or any adjournment or postponement thereof) of the holders of any class or classes of the capital stock of the Company's stockholders, however called, or in connection with any written consent of the holders of any class or classes of the capital stock of the Company's stockholders, such Stockholder shall vote (or cause to be voted the voted) his Subject Shares (x) in favor of the approval of the terms of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (y) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement or of such Stockholder contained in this Agreement, and (z) except as otherwise agreed to with the written consent of Parent, which may be withheld in writing in advance by Parent's sole and absolute discretion, against the following actions or proposals: proposals (other than the transactions contemplated by the Merger Agreement): (i) any Acquisition Proposal; and (ii) (A) any change in the persons who constitute the board Board of Directors of the Company that is not approved in advance by the directors of the Company that has not been previously approved by at least a majority of the persons who were directors nominated for election to the Board of Directors of the Company as of the date of this Agreement by Parent (or their successors who were so approved); (B) any change in the present capitalization of the Company or any amendment of the Company’s articles 's certificate of incorporation or bylaws; (C) any other material change in the Company’s 's corporate structure or business; or (D) any other action or proposal involving the Company or any of its subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement; provided, however, that nothing in this Agreement shall be interpreted as obligating the Stockholders Stockholder to exercise any options to acquire shares of Common Stock. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. During the Voting Period, each Stockholder agrees not to enter into any agreement, commitment, letter of intent, agreement in principle, or understanding commitment with any Person that violates or conflicts the effect of which would be inconsistent with or could reasonably be expected to violate or conflict with violative of the provisions and agreements contained in this AgreementArticle II.

Agreement to Vote the Subject Shares. Each Stockholder, in its his capacity as such, hereby agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the “"Voting Period”"), at any meeting (or any adjournment or postponement thereof) of the holders of any class or classes of the capital stock of the CompanyAAI, however called, or in connection with any written consent of the holders of any class or classes of the capital stock of the CompanyAAI, such Stockholder shall vote (or cause to be voted voted) the Subject Shares (x) in favor of adoption of the Merger Agreement and the approval of the terms of the Merger Agreement, the AAI Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (y) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company AAI or any of its subsidiaries under the Merger Agreement or of such Stockholder contained in under this Agreement, and (z) except as otherwise agreed to in writing in advance by ParentCima, against the following actions or proposals: (i) any Acquisition Proposal; and (ii) (A) any change in the persons Persons who constitute the board of directors of the Company AAI that has is not been previously approved in advance by at least a majority of the persons Persons who were directors of the Company AAI as of the date of this Agreement (or their successors who were so approved); and (B) any change in the present capitalization of the Company or any amendment of the Company’s articles of incorporation or bylaws; (C) any other material change in the Company’s corporate structure or business; or (Diii) any other action or proposal involving the Company AAI or any of its subsidiaries that is intended, or could reasonably be expected, to prevent, materially impede, interfere with, delay, postpone or adversely affect materially impair or delay consummation of the AAI Merger or the other transactions contemplated by the Merger Agreement; provided, however, nothing in this Agreement shall be interpreted as obligating the Stockholders to exercise any options to acquire shares of Common Stock. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. During the Voting Period, each Stockholder agrees not to enter into any agreement, commitment, letter of intent, agreement in principle, principle or understanding with any Person that violates or conflicts with or could reasonably be expected to violate or conflict with the provisions and agreements contained in this Agreement or the Merger Agreement.

Agreement to Vote the Subject Shares. Each Stockholder, in its his capacity as such, hereby agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the “"Voting Period”"), at any meeting (or any adjournment or postponement thereof) of the holders of any class or classes of the capital stock of the CompanyCima, however called, or in connection with any written consent of the holders of any class or classes of the capital stock of the CompanyCima, such Stockholder shall vote (or cause to be voted voted) the Subject Shares (x) in favor of adoption of the Merger Agreement and the approval of the terms of the Merger Agreement, the Cima Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (y) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company Cima or any of its subsidiaries under the Merger Agreement or of such Stockholder contained in under this Agreement, and (z) except as otherwise agreed to in writing in advance by ParentAAI, against the following actions or proposals: (i) any Acquisition Proposal; and (ii) (A) any change in the persons Persons who constitute the board of directors of the Company Cima that has is not been previously approved in advance by at least a majority of the persons Persons who were directors of the Company Cima as of the date of this Agreement (or their successors who were so approved); and (B) any change in the present capitalization of the Company or any amendment of the Company’s articles of incorporation or bylaws; (C) any other material change in the Company’s corporate structure or business; or (Diii) any other action or proposal involving the Company Cima or any of its subsidiaries that is intended, or could reasonably be expected, to prevent, materially impede, interfere with, delay, postpone or adversely affect materially impair or delay consummation of the Cima Merger or the other transactions contemplated by the Merger Agreement; provided, however, nothing in this Agreement shall be interpreted as obligating the Stockholders to exercise any options to acquire shares of Common Stock. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. During the Voting Period, each Stockholder agrees not to enter into any agreement, commitment, letter of intent, agreement in principle, principle or understanding with any Person that violates or conflicts with or could reasonably be expected to violate or conflict with the provisions and agreements contained in this Agreement or the Merger Agreement.

Agreement to Vote the Subject Shares. Each Stockholder, in its capacity as such, Sponsor Stockholder hereby unconditionally and irrevocably agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the “Voting Period”), at any duly called meeting of the stockholders of PSAC (or any adjournment or postponement thereof) of the holders of ), and in any class or classes of the capital stock of the Company, however called, or in connection with any action by written consent of the holders stockholders of any class PSAC requested by PSAC’s board of directors or classes of undertaken as contemplated by the capital stock of the CompanyTransactions, such Sponsor Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and such Sponsor Stockholder shall vote or consent (or cause to be voted the or consented), in person or by proxy, all of its Subject Shares (xa) in favor of the adoption of the Merger Agreement and approval of the terms of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement Transactions (and any actions required in furtherance thereof), (yb) against any action, proposal, transaction or agreement that would result in a breach in any respect of any representation, warranty, covenant, representation or warranty or any other obligation or agreement of the Company under Acquiror contained in the Merger Agreement or Agreement, (c) in favor of such Stockholder contained the proposals set forth in this Agreementthe Proxy Statement, and (zd) except as otherwise agreed to set forth in writing in advance by Parentthe Proxy Statement, against the following actions or proposals: (i) any Acquisition Proposalproposal in opposition to approval of the Merger Agreement or in competition with or materially inconsistent with the Merger Agreement; and (ii) (A) any change in the persons who constitute the board of directors amendment of the Company that has not been previously approved by at least a majority certificate of the persons who were directors incorporation or bylaws of the Company as of the date of this Agreement (or their successors who were so approved)PSAC; (B) any change in the present capitalization of the Company or any amendment of the Company’s articles of incorporation or bylaws; (C) any other material change in the CompanyPSAC’s corporate structure or business; or (DC) any other action or proposal involving the Company PSAC or any of its subsidiaries that is intended, or could would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by Transactions in any material respect or would reasonably be expected to result in any of PSAC’s closing conditions or obligations under the Merger Agreement; provided, however, nothing in this Agreement shall be interpreted as obligating not being satisfied. Each of the Sponsor Stockholders to exercise any options to acquire shares of Common Stock. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. During the Voting Period, each Stockholder agrees not to to, and shall cause its affiliates not to, enter into any agreement, commitment, letter of intent, agreement in principle, commitment or understanding arrangement with any Person that violates or conflicts person, the effect of which would be inconsistent with or could reasonably be expected to violate or conflict with violative of the provisions and agreements contained in this AgreementArticle II.

Agreement to Vote the Subject Shares. Each StockholderShareholder, in its his or her capacity as such, hereby agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the “"Voting Period”"), at any meeting (or any adjournment or postponement thereof) of the holders of any class or classes of the capital stock of the Company's shareholders, however called, or in connection with any written consent of the holders of any class or classes of the capital stock of the Company's shareholders, such Stockholder Shareholder shall vote (or cause to be voted the voted) its Subject Shares (x) in favor of the approval of the terms of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (y) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement or of such Stockholder any Shareholder contained in this Agreement, and (z) except as otherwise agreed to in writing in advance by Parentwith the written consent of Ameris, against the following actions or proposals: proposals (other than the transactions contemplated by the Merger Agreement): (i) any Acquisition Takeover Proposal; and (ii) (A) any change in the persons who constitute the board of directors of the Company that has is not been previously approved in advance by at least a majority of the persons who were directors of the Company as of the date of this Agreement (or their successors who were so approved); (B) any material change in the present capitalization of the Company or any amendment of the Company’s 's articles of incorporation or bylaws; (C) any other material change in the Company’s 's corporate structure or business; or (D) any other action or proposal involving the Company or any of its subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement; provided, however, nothing in this Agreement shall be interpreted as obligating the Stockholders to exercise any options to acquire shares of Common Stock. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. During the Voting Period, each Stockholder Each Shareholder agrees not to enter into any agreement, commitment, letter of intent, agreement in principle, or understanding commitment with any Person that violates or conflicts the effect of which would be inconsistent with or could reasonably be expected to violate or conflict with violative of the provisions and agreements contained in this AgreementArticle II.

Agreement to Vote the Subject Shares. Each Stockholder, in its capacity as such, hereby agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the “Voting Period”), at any meeting (or any adjournment or postponement thereof) of the holders of any class or classes of the capital stock of the Company’s stockholders, however called, or in connection with any written consent of the holders of any class or classes of the capital stock of the Company’s stockholders, such Stockholder shall vote (or cause its controlled Affiliates to be voted vote) the Subject Shares (x) in favor of the approval of the terms adoption of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (y) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement or of such Stockholder contained in this Agreement, and (z) except as otherwise agreed to in writing in advance by Parentwith the written consent of Toppan, against the following actions or proposals: proposals (other than the transactions contemplated by the Merger Agreement): (i) any Acquisition Takeover Proposal; and (ii) (A) any change in the persons who constitute the board of directors of the Company that has not been previously approved by at least a majority of the persons who were directors of the Company as of the date of this Agreement (or their successors who were so approved)Company; (B) any change in the present capitalization of the Company or any amendment of the Company’s articles certificate of incorporation or bylaws; or (C) any other material change in the Company’s corporate structure or business; or (D) any other action or proposal involving the Company or any of its subsidiaries that Subsidiaries that, in the case of (A), (B) or (C), is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement; provided, however, that nothing in this Agreement shall be interpreted limit or affect any actions taken by any member of the board of directors of the Company nominated by, or appointed at the request of, any Stockholder solely in his or her capacity as obligating a director of the Stockholders to exercise any options to acquire shares of Common StockCompany. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. During the Voting Period, each Each Stockholder agrees not to enter into any agreement, commitment, letter of intent, agreement in principle, or understanding commitment with any Person that violates or conflicts the effect of which would be inconsistent with or could reasonably be expected to violate or conflict with violative of the provisions and agreements contained in this AgreementArticle II.

Agreement to Vote the Subject Shares. Each Stockholder, in its capacity as such, Shareholder hereby unconditionally and irrevocably agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the “Voting Period”), at any duly called meeting of the shareholders of Buyer (or any adjournment or postponement thereof) of the holders of ), and in any class or classes of the capital stock of the Company, however called, or in connection with any action by written consent of the holders shareholders of any class Buyer requested by Buyer’s board of directors or classes of undertaken as contemplated by the capital stock of the CompanyTransactions, such Stockholder Shareholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and it shall vote or consent (or cause to be voted the or consented), in person or by proxy, all of its Subject Shares (xa) in favor of the adoption of the Transaction Agreement and approval of the terms Transactions and in favor of any proposal submitted to shareholders for approval in connection with the re-domestication of the Merger Agreement, Company from the Merger and Cayman Islands to Delaware (the other transactions contemplated by the Merger Agreement “Domestication”) (and any actions required in furtherance thereof), (yb) against any action, proposal, transaction or agreement that would result in a breach in any respect of any representation, warranty, covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of such Stockholder Buyer contained in this the Transaction Agreement, (c) in favor of the proposals set forth in Buyer’s proxy statements (including in favor of the election of the designees to the board of directors of Buyer set forth on Schedule II hereto) to be filed by Buyer with the SEC relating to the Buyer’s Domestication and the Transactions (including any proxy supplements thereto, the “Proxy Statements”), (d) for any proposal to adjourn or postpone the applicable special meeting to a later date if there are not sufficient votes for approval of the Domestication or the Transaction Agreement and any other proposals related thereto as set forth in the Proxy Statements on the dates on which such meetings are held and (ze) except as otherwise agreed to set forth in writing in advance by Parentthe Proxy Statements, against the following actions or proposals: (i) any Buyer Acquisition ProposalTransaction or any proposal in opposition to approval of the Domestication or the Transaction Agreement or in competition with or materially inconsistent with the Domestication or the Transaction Agreement; and (ii) (A) any change in the persons who constitute the board of directors of the Company that has not been previously approved by at least a majority of the persons who were directors of the Company as of the date of this Agreement (or their successors who were so approved); (B) any change in the present capitalization of the Company Buyer or any amendment of the Company’s memorandum and articles of incorporation or bylaws; of Buyer, except to the extent expressly contemplated by the Transaction Agreement , the exhibits thereto and the Domestication, (CB) any liquidation, dissolution or other material change in the CompanyBuyer’s corporate structure or business; provided that, for the avoidance of doubt, the Domestication shall not be considered a change in Buyer’s corporate structure or business, (C) any action, proposal, transaction or agreement that would result in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of a Shareholder under this Agreement, or (D) any other action or proposal involving the Company Buyer or any of its subsidiaries that is intended, or could would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by Domestication or the Merger Agreement; provided, however, nothing Transactions or would reasonably be expected to result in this any of Buyer’s closing conditions or obligations under the Transaction Agreement shall be interpreted as obligating not being satisfied. Each of the Stockholders to exercise any options to acquire shares of Common Stock. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. During the Voting Period, each Stockholder Shareholders agrees not to to, and shall cause its Affiliates not to, enter into any agreement, commitment, letter of intent, agreement in principle, commitment or understanding arrangement with any Person that violates or conflicts Person, the effect of which would be inconsistent with or could reasonably be expected to violate or conflict with violative of the provisions and agreements contained in this AgreementArticle II.

Agreement to Vote the Subject Shares. Each Stockholder, in its capacity as such, Lazard Party hereby agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the “Voting Period”), at any meeting (or any adjournment or postponement thereof) of the holders of any class or classes of the capital stock of the Company’s stockholders, however called, or in connection with any written consent of the holders of any class or classes of the capital stock of the Company’s stockholders, such the Stockholder shall vote (or cause to be voted voted) the Subject Shares (x) in favor of the approval of the terms of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement Company Voting Proposal (and any actions directly required in furtherance thereof), (y) against any action, proposal, transaction or agreement that would which, to the knowledge of any Lazard Party, is intended to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of such Stockholder contained in any Lazard Party under this Agreement, and (z) except as otherwise agreed to in writing in advance by Parent, against the following actions or proposals: proposals (other than the transactions contemplated by the Merger Agreement): (i) any Acquisition Proposal; and (ii) (A) any change in the persons who constitute the board of directors of the Company that has is not been previously approved in advance by at least a majority of the persons who were directors of the Company as of the date of this Agreement (or their successors who were so approved); (B) except as permitted in the Merger Agreement, any change in the present capitalization of the Company or any amendment of the Company’s articles of incorporation charter or bylaws; (C) except as permitted in the Merger Agreement, any other material change in the Company’s corporate structure or business; or (D) any other action or proposal involving the Company or any of its subsidiaries that that, to the knowledge of any Lazard Party, is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone materially delay or materially adversely affect the transactions contemplated by the Merger Agreement; provided, however, nothing in this Agreement shall be interpreted as obligating the Stockholders to exercise any options to acquire shares of Common Stock. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. During the Voting Period, each Stockholder Each Lazard Party agrees not to enter into any agreement, commitment, letter of intent, agreement in principle, principle or understanding with any Person that violates or conflicts with or could reasonably be expected to violate or conflict with the provisions and agreements contained in this Agreement.

Agreement to Vote the Subject Shares. Each Stockholder, in its capacity as such, hereby agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the “"Voting Period”"), at any meeting (or any adjournment or postponement thereof) of the holders of any class or classes of the capital stock of the CompanyDreyer's stockholders, however called, or in connection with any written consent of the holders of any class or classes of the capital stock of the Company, such Stockholder shall be present at such meeting and shall vote (or cause to be voted the voted) its Subject Shares (x) in favor of the approval of the terms and adoption of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement thereby (and any actions required in furtherance thereof), (y) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under Dreyer's contained in the Merger Agreement or of such any Stockholder contained in this Agreement, and (z) except as otherwise agreed to in writing in advance by Parentwith the written consent of Nestle, against the following actions or proposals: proposals (other than the transactions contemplated by the Merger Agreement): (i) any Acquisition Business Combination Proposal; and (ii) (A) any change in the persons Persons who constitute the board of directors of the Company Dreyer's that has is not been previously approved in advance by at least a majority of the persons who were directors of the Company Dreyer's as of the date of this Agreement (or their successors who were so approved); (B) any material change in the present capitalization of the Company Dreyer's or any amendment of the Company’s articles Dreyer's certificate of incorporation or bylaws; (C) any other material change in the Company’s Dreyer's corporate structure or business; or (D) any other action or proposal involving the Company Dreyer's or any of its subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement; provided, however, that nothing in this Agreement shall limit or affect any signatory hereto solely in his capacity as a member of the board of directors or officer of Dreyer's; provided, further, that nothing in this Agreement shall be interpreted as obligating the Stockholders to exercise any options to acquire shares of Common Stock. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. During the Voting Period, each Each Stockholder agrees not to enter into any agreement, commitment, letter of intent, agreement in principle, or understanding commitment with any Person that violates or conflicts the effect of which would be inconsistent with or could reasonably be expected to violate or conflict with violative of the provisions and agreements contained in this Agreement or the Merger Agreement.

Agreement to Vote the Subject Shares. Each StockholderShareholder, in its capacity as such, hereby agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the “"Voting Period”"), at any meeting (or any adjournment or postponement thereof) of the holders of any class or classes of the capital stock of ------------- the Company's shareholders, however called, or in connection with any written consent of the holders of any class or classes of the capital stock of the Company's shareholders, such Stockholder Shareholder shall vote (or cause to be voted the voted) its Subject Shares (x) in favor of the approval of the terms of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (y) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement or of such Stockholder any Shareholder contained in this Agreement, and (z) except as otherwise agreed to in writing in advance by with the written consent of Parent, against the following actions or proposals: proposals (other than the transactions contemplated by the Merger Agreement): (i) any Acquisition Proposal; and (ii) (A) any change in the persons who constitute the board of directors of the Company that has is not been previously approved in advance by at least a majority of the persons who were directors of the Company as of the date of this Agreement (or their successors who were so approved); (B) any material change in the present capitalization of the Company or any amendment of the Company’s 's articles of incorporation or bylaws; (C) any other material change in the Company’s 's corporate structure or business; or (D) any other action or proposal involving the Company or any of its subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement; provided, however, that nothing in this Agreement shall limit or affect any actions taken by any member of the board of directors of the Company nominated by, or appointed at the request of, AHP solely in his or her capacity as a director of the Company; provided, further, that nothing in this Agreement shall be interpreted as obligating the Stockholders Shareholders to exercise any options to acquire shares of Common Stock. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. During the Voting Period, each Stockholder Each Shareholder agrees not to enter into any agreement, commitment, letter of intent, agreement in principle, or understanding commitment with any Person that violates or conflicts the effect of which would be inconsistent with or could reasonably be expected to violate or conflict with violative of the provisions and agreements contained in this AgreementArticle II.

Agreement to Vote the Subject Shares. Each Stockholder, in its capacity as such, Stockholder hereby unconditionally and irrevocably agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the “Voting Period”), at any duly called meeting of the stockholders of 7GC (or any adjournment or postponement thereof) of the holders of ), and in any class or classes of the capital stock of the Company, however called, or in connection with any action by written consent of the holders stockholders of any class 7GC requested by 7GC’s board of directors or classes undertaken as contemplated by the Transactions, such Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of the capital stock of the Companyestablishing a quorum, and such Stockholder shall vote or consent (or cause to be voted the or consented), in person or by proxy, all of its Subject Shares (xa) in favor of the adoption of the Merger Agreement and approval of the terms of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement Transactions (and any actions required in furtherance thereof), (yb) against any action, proposal, transaction or agreement that would result in a breach in any respect of any representation, warranty, covenant, representation or warranty or any other obligation or agreement of the Company under 7GC, First Merger Sub or Second Merger Sub contained in the Merger Agreement or Agreement, (c) in favor of such Stockholder contained the proposals set forth in this Agreementthe Registration Statement / Proxy Statement, and (zd) except as otherwise agreed to set forth in writing in advance by Parentthe Registration Statement / Proxy Statement, against the following actions or proposals: (i) any Acquisition Proposalproposal in opposition to approval of the Merger Agreement or in competition with or materially inconsistent with the Merger Agreement; and or (ii) (A) any change in the persons who constitute the board of directors amendment of the Company that has not been previously approved by at least a majority certificate of the persons who were directors incorporation or bylaws of the Company as of the date of this Agreement (or their successors who were so approved)7GC; (B) any change in the present capitalization of the Company or any amendment of the Company’s articles of incorporation or bylaws; (C) any other material change in the Company7GC’s corporate structure or business; or (DC) any other action or proposal involving the Company 7GC or any of its subsidiaries that is intended, or could would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by Transactions in any material respect or would reasonably be expected to result in any of 7GC’s closing conditions or obligations under the Merger Agreement; provided, however, nothing in this Agreement shall be interpreted as obligating not being satisfied. Each of the Stockholders to exercise any options to acquire shares of Common Stock. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. During the Voting Period, each Stockholder agrees not to to, and shall cause its affiliates not to, enter into any agreement, commitment, letter of intent, agreement in principle, commitment or understanding arrangement with any Person that violates or conflicts person, the effect of which would be inconsistent with or could reasonably be expected to violate or conflict with violative of the provisions and agreements contained in this AgreementArticle II.

Agreement to Vote the Subject Shares. Each Stockholder, in its capacity as such, Lazard Party hereby agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the “"Voting Period”"), at any meeting (or any adjournment or postponement thereof) of the holders of any class or classes of the capital stock of the Company's stockholders, however called, or in connection with any written consent of the holders of any class or classes of the capital stock of the Company's stockholders, such the Stockholder shall vote (or cause to be voted voted) the Subject Shares (x) in favor of the approval of the terms of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement Company Voting Proposal (and any actions directly required in furtherance thereof), (y) against any action, proposal, transaction or agreement that would which, to the knowledge of any Lazard Party, is intended to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of such Stockholder contained in any Lazard Party under this Agreement, and (z) except as otherwise agreed to in writing in advance by Parent, against the following actions or proposals: proposals (other than the transactions contemplated by the Merger Agreement): (i) any Acquisition Proposal; and (ii) (A) any change in the persons who constitute the board of directors of the Company that has is not been previously approved in advance by at least a majority of the persons who were directors of the Company as of the date of this Agreement (or their successors who were so approved); (B) except as permitted in the Merger Agreement, any change in the present capitalization of the Company or any amendment of the Company’s articles of incorporation 's charter or bylaws; (C) except as permitted in the Merger Agreement, any other material change in the Company’s 's corporate structure or business; or (D) any other action or proposal involving the Company or any of its subsidiaries that that, to the knowledge of any Lazard Party, is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone materially delay or materially adversely affect the transactions contemplated by the Merger Agreement; provided, however, nothing in this Agreement shall be interpreted as obligating the Stockholders to exercise any options to acquire shares of Common Stock. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. During the Voting Period, each Stockholder Each Lazard Party agrees not to enter into any agreement, commitment, letter of intent, agreement in principle, principle or understanding with any Person that violates or conflicts with or could reasonably be expected to violate or conflict with the provisions and agreements contained in this Agreement.

Agreement to Vote the Subject Shares. Each StockholderSubject to Section 2.3, in its capacity as suchSection 2.4 and Section 2.5, Shareholder hereby unconditionally and irrevocably agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the “Voting Period”), at any duly called meeting of the stockholders of the Company (or any adjournment or postponement thereof) ), and in any action by written consent of the holders of any class or classes of the capital stock stockholders of the Company, however calledShareholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or in connection with any written consent otherwise cause its Subject Shares to be counted as present thereat for purposes of the holders of any class or classes of the capital stock of the Companyestablishing a quorum, such Stockholder and it shall vote or consent (or cause to be voted the bevoted or consented), in person or by proxy, all of its Subject Shares (xa) in favor of the approval of the terms adoption of the Merger Agreement, Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (yb) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement or of such Stockholder Shareholder contained in this Agreement, and (zc) except as otherwise agreed to in writing in advance by Parent, against the following actions or proposals: proposals (other than the transactions contemplated by the Merger Agreement): (i) any Acquisition ProposalCompany Takeover Proposal or any proposal in opposition to approval of the Merger Agreement or in competition with or materially inconsistent with the Merger Agreement; and (ii) (A) any change in the persons who constitute the board of directors of the Company that has not been previously approved by at least a majority of the persons who were directors of the Company as of the date of this Agreement (or their successors who were so approvedBoard); (B) any material change in the present capitalization of the Company or any amendment of the Company’s articles Certificate of incorporation Incorporation or bylawsBylaws; (C) any other material change in the Company’s 's corporate structure or business; or (D) any other action or proposal involving the Company or any of its subsidiaries Company Subsidiary that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement; provided, however, nothing in this Agreement shall be interpreted as obligating the Stockholders to exercise any options to acquire shares of Common Stock. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. During the Voting Period, each Stockholder agrees not to enter into any agreement, commitment, letter of intent, agreement in principle, or understanding with any Person that violates or conflicts with or could reasonably be expected to violate result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled. Subject to Section 2.5, Shareholder agrees not to, and shall cause its Representatives not to, enter into any agreement, commitment or conflict arrangement with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this AgreementArticle II.

Agreement to Vote the Subject Shares. Each Stockholder, in its capacity as such, The Sponsor hereby unconditionally and irrevocably agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the “Voting Period”), at any duly called meeting (or any adjournment or postponement thereof) of the holders of any class or classes shareholders of the capital stock of the CompanyPurchaser (and at any or all adjournments or postponements thereof), however called, or and in connection with any action by written consent of the holders of any class or classes shareholders of the capital stock Purchaser requested by Purchaser’s board of directors or undertaken as contemplated by the CompanyTransactions, such Stockholder the Sponsor shall, if a meeting is called, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and the Sponsor shall vote or consent (or cause to be voted the or consented), in person or by proxy, all of its Subject Shares (xa) in favor of the adoption of the Merger Agreement and approval of the terms of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement Transactions (and any actions required in furtherance thereof), (yb) against any action, proposal, transaction or agreement that would result in a breach in any material respect of any representation, warranty, covenant, representation or warranty or any other obligation or agreement of the Company under Purchaser, Holdco, Denali Merger Sub, or Longevity Merger Sub contained in the Merger Agreement or Agreement, (c) in favor of such Stockholder contained each of the proposals set forth in this Agreementthe Registration Statement / Proxy Statement, and (zd) except as otherwise agreed to expressly set forth in writing in advance by Parentthe Registration Statement / Proxy Statement, against the following actions or proposals: (i) any Acquisition Proposalproposal in opposition to approval of the Merger Agreement or in competition with or materially inconsistent with the Merger Agreement; and or (ii) (A) any change in the persons who constitute the board of directors amendment of the Company that has not been previously approved by at least a majority certificate of incorporation or bylaws of the persons who were directors of the Company as of the date of this Agreement (or their successors who were so approved)Purchaser; (B) any change in the present capitalization of the Company or any amendment of the Company’s articles of incorporation or bylaws; (C) any other material change in the CompanyPurchaser’s corporate structure or business; or (DC) any other action or proposal involving the Company Purchaser or any of its subsidiaries that is intended, or could would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by Transactions in any material respect or would reasonably be expected to result in any of Purchaser’s closing conditions or obligations under the Merger Agreement; provided, however, nothing in this Agreement shall be interpreted as obligating the Stockholders to exercise any options to acquire shares of Common Stocknot being satisfied. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. During the Voting Period, each Stockholder The Sponsor agrees not to to, and shall cause its affiliates not to, enter into any agreement, commitment, letter of intent, agreement in principle, commitment or understanding arrangement with any Person that violates or conflicts person, the effect of which would be inconsistent with or could reasonably be expected to violate or conflict with violative of the provisions and agreements contained in this AgreementArticle II.

Agreement to Vote the Subject Shares. Each StockholderShareholder, in its his or her capacity as such, hereby agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the “Voting Period”), at any meeting (or any adjournment or postponement thereof) of the holders of any class or classes of the capital stock of the Company’s shareholders, however called, or in connection with any written consent of the holders of any class or classes of the capital stock of the Company’s shareholders, such Stockholder Shareholder shall vote (or cause to be voted the voted) its Subject Shares (x) in favor of the approval of the terms of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (y) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement or of such Stockholder any Shareholder contained in this Agreement, and (z) except as otherwise agreed to in writing in advance by Parentwith the written consent of Ameris, against the following actions or proposals: proposals (other than the transactions contemplated by the Merger Agreement): (i) any Acquisition Takeover Proposal; and (ii) (A) any change in the persons who constitute the board of directors of the Company that has is not been previously approved in advance by at least a majority of the persons who were directors of the Company as of the date of this Agreement (or their successors who were so approved); (B) any material change in the present capitalization of the Company or any amendment of the Company’s articles of incorporation or bylaws; (C) any other material change in the Company’s corporate structure or business; or (D) any other action or proposal involving the Company or any of its subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement; provided, however, nothing in this Agreement shall be interpreted as obligating the Stockholders to exercise any options to acquire shares of Common Stock. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. During the Voting Period, each Stockholder Each Shareholder agrees not to enter into any agreement, commitment, letter of intent, agreement in principle, or understanding commitment with any Person that violates or conflicts the effect of which would be inconsistent with or could reasonably be expected to violate or conflict with violative of the provisions and agreements contained in this AgreementArticle II.

Agreement to Vote the Subject Shares. Each Stockholder, in its capacity as such, Stockholder hereby unconditionally and irrevocably agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the “Voting Period”), at any duly called meeting of the stockholders of the Company (or any adjournment or postponement thereof) of the holders of ), and in any class or classes of the capital stock of the Company, however called, or in connection with any action by written consent of the holders of any class or classes of the capital stock stockholders of the Company, such Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and it shall vote or consent (or cause to be voted the or consented), in person or by proxy, all of its Subject Shares (xa) in favor of the adoption of the Stock Purchase Agreement and approval of the terms of the Merger Agreement, the Merger Transaction and the other transactions contemplated by the Merger Stock Purchase Agreement (and any actions required in furtherance thereof), (yb) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of such Stockholder contained in this the Stock Purchase Agreement, and (zc) except as otherwise agreed to in writing in advance by Parent, against the following actions or proposals: proposals (other than the transactions contemplated by the Stock Purchase Agreement): (i) any Acquisition ProposalTransaction or any proposal in opposition to approval of the Stock Purchase Agreement or in competition with or materially inconsistent with the Stock Purchase Agreement; and (ii) (A) any change in the persons who constitute the board of directors of the Company that has not been previously approved by at least a majority of the persons who were directors of the Company as of the date of this Agreement (or their successors who were so approved); (B) any material change in the present capitalization of the Company or any amendment of the Company’s articles certificate of incorporation or bylawsbylaws of the Company; (CB) any other material change in the Company’s corporate structure or business; or (DC) any other action or proposal involving the Company or any of its subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement; provided, however, nothing in this Stock Purchase Agreement shall be interpreted as obligating the Stockholders to exercise any options to acquire shares of Common Stock. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. During the Voting Period, each Stockholder agrees not to enter into any agreement, commitment, letter of intent, agreement in principle, or understanding with any Person that violates or conflicts with or could reasonably be expected to violate result in any of the conditions to the Company’s obligations under the Stock Purchase Agreement not being fulfilled. Each of the Stockholders agrees not to, and shall cause its Affiliates not to, enter into any agreement, commitment or conflict arrangement with any person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this AgreementArticle II.

Agreement to Vote the Subject Shares. Each Stockholder, in its capacity as such, Stockholder hereby unconditionally and irrevocably agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the “Voting Period”), at any duly called meeting of the stockholders of Parent (or any adjournment or postponement thereof) of the holders of ), and in any class or classes of the capital stock of the Company, however called, or in connection with any action by written consent of the holders stockholders of any class Parent requested by Parent’s board of directors or classes of undertaken as contemplated by the capital stock of the CompanyTransactions, such Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and it shall vote or consent (or cause to be voted the or consented), in person or by proxy, all of its Subject Shares (xa) in favor of the adoption of the Merger Agreement and approval of the terms of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement Transactions (and any actions required in furtherance thereof), (yb) against any action, proposal, transaction or agreement that would result in a breach in any respect of any representation, warranty, covenant, representation or warranty or any other obligation or agreement of the Company under Parent or Merger Sub contained in the Merger Agreement or Agreement, (c) in favor of such Stockholder contained the proposals set forth in this Agreementthe proxy statement (including, without limitation, in favor of the election of the Company’s designees to the board of directors of Parent set forth on Schedule II), to be filed by Parent with the SEC relating to the Offer and the Transactions (the “Preliminary Proxy”), and (zd) except as otherwise agreed to set forth in writing in advance by Parentthe Preliminary Proxy, against the following actions or proposals: proposals (other than the Transactions): (i) any Acquisition ProposalTransaction or any proposal in opposition to approval of the Merger Agreement or in competition with or materially inconsistent with the Merger Agreement; and (ii) (A) any material change in the persons who constitute the board present capitalization of directors Parent or any amendment of the Company that has not been previously approved by at least a majority certificate of the persons who were directors incorporation or bylaws of the Company as of the date of this Agreement (or their successors who were so approved)Parent; (B) any change in the present capitalization of the Company or any amendment of the Company’s articles of incorporation or bylaws; (C) any other material change in the CompanyParent’s corporate structure or business; or (DC) any other action or proposal involving the Company Parent or any of its subsidiaries that is intended, or could would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect in any material respect the transactions contemplated by Transactions or would reasonably be expected to result in any of the conditions to Parent’s obligations under the Merger Agreement; provided, however, nothing in this Agreement shall be interpreted as obligating not being fulfilled. Each of the Stockholders to exercise any options to acquire shares of Common Stock. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. During the Voting Period, each Stockholder agrees not to to, and shall cause its Affiliates not to, enter into any agreement, commitment, letter of intent, agreement in principle, commitment or understanding arrangement with any Person that violates or conflicts person the effect of which would be inconsistent with or could reasonably be expected to violate or conflict with violative of the provisions and agreements contained in this AgreementArticle II.

Agreement to Vote the Subject Shares. Each Stockholder, in its capacity as such, hereby agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the “Voting Period”"VOTING PERIOD"), at any meeting (or any adjournment or postponement thereof) of the holders of any class or classes of the capital stock of the CompanyDreyer's stockholders, however called, or in connection with any written consent of the holders of any class or classes of the capital stock of the Company, such Stockholder shall be present at such meeting and shall vote (or cause to be voted the voted) its Subject Shares (x) in favor of the approval of the terms and adoption of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement thereby (and any actions required in furtherance thereof), (y) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under Dreyer's contained in the Merger Agreement or of such any Stockholder contained in this Agreement, and (z) except as otherwise agreed to in writing in advance by Parentwith the written consent of Nestle, against the following actions or proposals: proposals (other than the transactions contemplated by the Merger Agreement): (i) any Acquisition Business Combination Proposal; and (ii) (A) any change in the persons Persons who constitute the board of directors of the Company Dreyer's that has is not been previously approved in advance by at least a majority of the persons who were directors of the Company Dreyer's as of the date of this Agreement (or their successors who were so approved); (B) any material change in the present capitalization of the Company Dreyer's or any amendment of the Company’s articles Dreyer's certificate of incorporation or bylaws; (C) any other material change in the Company’s Dreyer's corporate structure or business; or (D) any other action or proposal involving the Company Dreyer's or any of its subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement; providedPROVIDED, howeverHOWEVER, that nothing in this Agreement shall limit or affect any signatory hereto solely in his capacity as a member of the board of directors or officer of Dreyer's; PROVIDED, FURTHER, that nothing in this Agreement shall be interpreted as obligating the Stockholders to exercise any options to acquire shares of Common Stock. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. During the Voting Period, each Each Stockholder agrees not to enter into any agreement, commitment, letter of intent, agreement in principle, or understanding commitment with any Person that violates or conflicts the effect of which would be inconsistent with or could reasonably be expected to violate or conflict with violative of the provisions and agreements contained in this Agreement or the Merger Agreement.

Agreement to Vote the Subject Shares. Each Stockholder, in its capacity as such, Stockholder hereby unconditionally and irrevocably agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the “Voting Period”), at any duly called meeting of the stockholders of Purchaser (or any adjournment or postponement thereof) of the holders of ), and in any class or classes of the capital stock of the Company, however called, or in connection with any action by written consent of the holders stockholders of any class Purchaser requested by Purchaser’s board of directors or classes of undertaken as contemplated by the capital stock of the CompanyTransactions, such Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and it shall vote or consent (or cause to be voted the or consented), in person or by proxy, all of its Subject Shares (xa) in favor of the approval of the terms Purchase Agreement and approval of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement Transactions (and any actions required in furtherance thereof), (yb) against any action, proposal, transaction or agreement that would result in a breach in any respect of any representation, warranty, covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of such Stockholder Purchaser contained in this the Purchase Agreement, (c) in favor of the proposals set forth in Purchaser’s proxy statement (including in favor of the election of the Seller’s designees to the board of directors of Purchaser set forth on Schedule II hereto and in favor of each proposal to amend the Purchaser’s Amended and Restated Certificate of Incorporation consistent with Exhibit B to the Purchase Agreement), to be filed by Purchaser with the SEC relating to the Offer and the Transactions (including any proxy supplement thereto, the “Proxy Statement”), (d) for any proposal to adjourn or postpone the Special Meeting to a later date if there are not sufficient votes for approval of the Purchase Agreement and the other proposals related thereto as set forth in the Proxy Statement on the date on which such meeting is held and (ze) except as otherwise agreed to set forth in writing in advance by Parentthe Proxy Statement, against the following actions or proposals: (i) any Purchaser Acquisition ProposalTransaction or any proposal in opposition to approval of the Purchase Agreement or in competition with or materially inconsistent with the Purchase Agreement; and (ii) (A) any change in the persons who constitute the board of directors of the Company that has not been previously approved by at least a majority of the persons who were directors of the Company as of the date of this Agreement (or their successors who were so approved); (B) any change in the present capitalization of the Company Purchaser or any amendment of the Company’s articles certificate of incorporation or bylaws; bylaws of Purchaser, except to the extent expressly contemplated by the Purchase Agreement, (CB) any liquidation, dissolution or other material change in the CompanyPurchaser’s corporate structure or business; , (C) any action, proposal, transaction or agreement that would result in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of a Stockholder under this Agreement, or (D) any other action or proposal involving the Company Purchaser or any of its subsidiaries that is intended, or could would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by Transactions or would reasonably be expected to result in any of Purchaser’s closing conditions or obligations under the Merger Agreement; provided, however, nothing in this Purchase Agreement shall be interpreted as obligating not being satisfied. Each of the Stockholders to exercise any options to acquire shares of Common Stock. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. During the Voting Period, each Stockholder agrees not to to, and shall cause its Affiliates not to, enter into any agreement, commitment, letter of intent, agreement in principle, commitment or understanding arrangement with any Person that violates or conflicts Person, the effect of which would be inconsistent with or could reasonably be expected to violate or conflict with violative of the provisions and agreements contained in this AgreementArticle II.

Agreement to Vote the Subject Shares. Each Stockholder, in its capacity as such, hereby agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the “Voting Period”), at any meeting (or any adjournment or postponement thereof) of the holders of any class or classes of the capital stock of the CompanyParent, however called, or and in connection with any written action by consent of the holders of any class or classes of the capital stock of the CompanyParent, such Stockholder shall vote or cause to be voted voted, the Subject Shares (x) in favor of the approval of the terms of the Merger Agreement, the Merger Merger, the Share Issuance and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (y) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company Parent under the Merger Agreement or of such Stockholder contained in this Agreement, and (z) except as otherwise agreed to in writing in advance by Parent, against the following actions or proposals: proposals (other than the Merger, the Share Issuance and the transaction contemplated by the Merger Agreement): (i) any Acquisition Proposal; and (ii) (A) any change in the persons who constitute the board of directors of the Company Parent that has not been previously approved by at least a majority of the persons who were directors of the Company Parent as of the date of this Agreement (or their successors who were so approved); (Bii) any change in the present capitalization of the Company Parent or any amendment of the CompanyParent’s articles certificate of incorporation or bylaws; (Ciii) any other material change in the CompanyParent’s corporate structure or businessstructure; or (Div) any other action or proposal involving the Company Parent or any of its subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement; provided, however, nothing in this Agreement shall be interpreted as obligating the Stockholders to exercise any options to acquire shares of Common Stock. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. During the Voting Period, each Stockholder agrees not to enter into any agreement, commitment, letter of intent, agreement in principle, or understanding with any Person that violates or conflicts with or could reasonably be expected to violate or conflict with the provisions and agreements contained in this Agreement.

Agreement to Vote the Subject Shares. Each Stockholder, solely in its capacity as such, and for itself only, hereby agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 6.1 (such period, the “Voting PeriodEffective Term”), at any meeting (or any adjournment or postponement thereof) thereof of the holders of any class or classes of the capital stock stockholders of the Company, however called, or in connection with any written consent in lieu of the holders of any class or classes of the capital stock of the Companysuch meeting, such Stockholder shall appear at each such meeting, in person or by proxy, or otherwise cause the Shares (as defined below) to be counted as present thereat for purposes of establishing a quorum, and each such Stockholder shall vote (or cause to be voted voted) or act by written consent with respect to all of the Subject Shares and any other voting securities of the Company owned by such Stockholder (including any such securities acquired hereafter directly or indirectly by such Stockholder, collectively with such Stockholder’s Subject Shares, the “Shares”) (x) in favor of the adoption and approval of the Merger Agreement and the Merger and the approval of the terms thereof and each of the Merger Agreement, the Merger and the other transactions actions contemplated by the Merger Agreement (and this Agreement, including any actions required other action reasonably requested by Parent in furtherance thereof), (y) against any actionaction (including, proposalwithout limitation, any motion to adjourn or postpone a meeting of stockholders of the Company at which any matters contemplated by the Merger Agreement or this Agreement (collectively, the “Transaction Documents”) are to be presented to a vote of such stockholders), transaction or agreement that would result in a breach in any material respect of or would otherwise be inconsistent with any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement in any Transaction Document to which it is a party, or of such Stockholder contained in under this Agreement, and (z) without limiting the preceding clause (y) and except as otherwise agreed to in writing in advance by ParentMerger Sub, against the following actions or proposals: (other than the Merger and the transactions contemplated by the Transaction Documents): (i) any Acquisition Proposalextraordinary corporate transaction, such as a merger, share exchange, arrangement, reorganization, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its respective Subsidiaries; and (ii) any approval or consent regarding any Acquisition Transaction; (Aiii) any change in the persons Persons who constitute the board of directors of the Company that has not been previously approved by at least a majority other than filling vacancies in connection with voluntary resignations or the appointment of the persons who were directors of the Company as of the date of this Agreement (or their successors who were so approved); (B) any change in the present capitalization of the Company or any amendment of the Company’s articles of incorporation or bylaws; (C) any other material change in the Company’s corporate structure or businessParent nominees; or (Div) any other action or proposal involving the Company or any of its subsidiaries Subsidiaries that is intended, or could would reasonably be expected, to prevent, impedeimpede in any material respect, interfere with, delay, postpone postpone, or adversely affect the Merger or any of the transactions contemplated by the Merger Agreement; provided, however, nothing in this Agreement shall be interpreted as obligating the Stockholders Transaction Documents or any other agreement referred to exercise any options to acquire shares of Common Stock. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. During the Voting Period, each Stockholder agrees not to enter into any agreement, commitment, letter of intent, agreement in principle, or understanding with any Person that violates or conflicts with or could reasonably be expected to violate or conflict with the provisions and agreements contained in this Agreementtherein.

Agreement to Vote the Subject Shares. Each Stockholder, in its capacity as such, (a) The parties hereto hereby agrees that, during the period commencing on agree that from and after the date hereof and continuing until hereof, for as long as the termination Percentage Interest of this Agreement Shareholders exceeds five percent (such period, the “Voting Period”5%), at any meeting of the Company’s shareholders (or any adjournment or postponement thereof) of the holders of any class or classes of the capital stock of the Company), however called, or in connection with any action by written consent or other action of the Company’s shareholders, Shareholders shall vote (or cause to be voted) all of the Subject Shares beneficially owned by it and by Shareholder Group Members in the same proportion of votes cast for, against or abstain by all other holders of Capital Stock, except that at any meeting of the Company’s shareholders (or any adjournment or postponement thereof), however called, or in connection with any action by written consent or other action of the Company’s shareholders, pursuant to which holders of any class or classes of the capital stock of the CompanyCapital Stock are entitled to vote as a separate class, such Stockholder Shareholders shall vote (or cause to be voted the Subject Shares (xvoted) in favor all of the approval of the terms of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (y) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or shares of such Stockholder contained class of Capital Stock beneficially owned by it and by Shareholder Group Members in this Agreement, and (z) except as otherwise agreed to in writing in advance by Parentthe same proportion of votes cast for, against the following actions or proposals: (i) any Acquisition Proposal; and (ii) (A) any change in the persons who constitute the board abstain by all other holders of directors such class of the Company that has not been previously approved by at least a majority of the persons who were directors of the Company as of the date of this Agreement (or their successors who were so approved); (B) any change in the present capitalization of the Company or any amendment of the Company’s articles of incorporation or bylaws; (C) any other material change in the Company’s corporate structure or business; or (D) any other action or proposal involving the Company or any of its subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement; provided, however, nothing in this Agreement shall be interpreted as obligating the Stockholders to exercise any options to acquire shares of Common Capital Stock. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. During the Voting Period, each Stockholder agrees Shareholders agree not to enter into any agreement, commitment, letter of intent, agreement in principle, or understanding commitment with any Person that violates or conflicts with or could reasonably be expected to the effect of which would violate or conflict be inconsistent with the provisions and agreements contained set forth in this AgreementArticle II. In order to enable Shareholders to comply with its obligations under this Section 2.1(a), the Company shall (prior to the first vote of the Company’s shareholders subject to this Section 2.1(a)) develop, together with its proxy solicitor and/or transfer agent, a form of proxy, in form and substance reasonably satisfactory to Shareholders, to be used by Shareholders (and/or any other Shareholder Group Member, as applicable) to enable it to vote the Subject Shares in the manner required by this Section 2.1(a) at any meeting of the Company’s shareholders (or any adjournment or postponement thereof), however called, or in connection with any action by written consent or other action of the Company’s shareholders. For the avoidance of doubt, any vote of Shareholders (or any other Shareholder Group Member) pursuant to the proper use of such form of proxy shall be deemed to have been made in compliance with this Section 2.1(a).

Agreement to Vote the Subject Shares. Each Stockholder, in its capacity as such, Stockholder hereby unconditionally and irrevocably agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the “Voting Period”), at any duly called meeting of the stockholders of HCIC (or any adjournment or postponement thereof) of the holders of ), and in any class or classes of the capital stock of the Company, however called, or in connection with any action by written consent of the holders stockholders of any class HCIC requested by HCIC’s board of directors or classes undertaken as contemplated by the Transactions, such Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of the capital stock of the Companyestablishing a quorum, and such Stockholder shall vote or duly and promptly execute and provide written consent (or cause to be voted the or so consented), in person or by proxy, all of its Subject Shares (xa) in favor of the adoption of the Merger Agreement and approval of the terms of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement Transactions (and any actions required in furtherance thereof), (yb) against any action, proposal, transaction or agreement that would result in a breach in any respect of any representation, warranty, covenant, representation or warranty or any other obligation or agreement of the Company under HCIC contained in the Merger Agreement or Agreement, (c) in favor of such Stockholder contained the proposals set forth in this Agreementthe Proxy Statement, and (zd) except as otherwise agreed to set forth in writing in advance by Parentthe Proxy Statement, against the following actions or proposals: (i) any Acquisition Proposal; proposal in opposition to approval of the Merger Agreement or in competition with or materially inconsistent with the Merger Agreement and (ii) (A) any change in the persons who constitute the board of directors amendment of the Company that has not been previously approved by at least a majority certificate of the persons who were directors incorporation or bylaws of the Company as of the date of this Agreement (or their successors who were so approved); HCIC, (B) any change in the present capitalization of the Company or any amendment of the Company’s articles of incorporation or bylaws; (C) any other material change in the CompanyHCIC’s corporate structure or business; , or (DC) any other action or proposal involving the Company HCIC or any of its subsidiaries that is intended, or could would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by Transactions in any material respect or would reasonably be expected to result in any of the closing conditions or obligations of HCIC under the Merger Agreement; provided, however, nothing in this Agreement shall be interpreted as obligating not being satisfied. Each of the Stockholders to exercise any options to acquire shares of Common Stock. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. During the Voting Period, each Stockholder agrees not to to, and shall cause its affiliates not to, enter into any agreement, commitment, letter of intent, agreement in principle, commitment or understanding arrangement with any Person that violates or conflicts person, the effect of which would be inconsistent with or could reasonably be expected to violate or conflict with violative of the provisions and agreements contained in this AgreementArticle II.

Agreement to Vote the Subject Shares. Each StockholderSubject to Section 2.3, in its capacity as suchSection 2.4 and Section 2.5, Shareholder hereby unconditionally and irrevocably agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the “Voting Period”), at any duly called meeting of the stockholders of the Company (or any adjournment or postponement thereof) ), and in any action by written consent of the holders of any class or classes of the capital stock stockholders of the Company, however calledShareholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or in connection with any written consent otherwise cause its Subject Shares to be counted as present thereat for purposes of the holders of any class or classes of the capital stock of the Companyestablishing a quorum, such Stockholder and it shall vote or consent (or cause to be voted the or consented), in person or by proxy, all of its Subject Shares (xa) in favor of the approval of the terms adoption of the Merger Agreement, Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (yb) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement or of such Stockholder Shareholder contained in this Agreement, and (zc) except as otherwise agreed to in writing in advance by Parent, against the following actions or proposals: proposals (other than the transactions contemplated by the Merger Agreement): (i) any Acquisition ProposalCompany Takeover Proposal or any proposal in opposition to approval of the Merger Agreement or in competition with or materially inconsistent with the Merger Agreement; and (ii) (A) any change in the persons who constitute the board of directors of the Company that has not been previously approved by at least a majority of the persons who were directors of the Company as of the date of this Agreement (or their successors who were so approvedBoard); (B) any material change in the present capitalization of the Company or any amendment of the Company’s articles Certificate of incorporation Incorporation or bylawsBylaws; (C) any other material change in the Company’s 's corporate structure or business; or (D) any other action or proposal involving the Company or any of its subsidiaries Company Subsidiary that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement; provided, however, nothing in this Agreement shall be interpreted as obligating the Stockholders to exercise any options to acquire shares of Common Stock. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. During the Voting Period, each Stockholder agrees not to enter into any agreement, commitment, letter of intent, agreement in principle, or understanding with any Person that violates or conflicts with or could reasonably be expected to violate result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled. Subject to Section 2.5, Shareholder agrees not to, and shall cause its Representatives not to, enter into any agreement, commitment or conflict arrangement with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this AgreementArticle II.

Agreement to Vote the Subject Shares. Each StockholderShareholder, in its capacity as such, hereby agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the “"Voting Period”"), at any meeting (or any adjournment or postponement thereof) of the holders of any class or classes of the capital stock of the Company's shareholders, however called, or in connection with any written consent of the holders of any class or classes of the capital stock of the Company's shareholders, such Stockholder Shareholder shall vote (or cause to be voted the voted) its Subject Shares (x) in favor of the approval of the terms of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (y) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement or of such Stockholder any Shareholder contained in this Agreement, and (z) except as otherwise agreed to in writing in advance by with the written consent of Parent, against the following actions or proposals: proposals (other than the transactions contemplated by the Merger Agreement): (i) any Acquisition Proposal; and (ii) (A) any change in the persons who constitute the board of directors of the Company that has is not been previously approved in advance by at least a majority of the persons who were directors of the Company as of the date of this Agreement (or their successors who were so approved); (B) any material change in the present capitalization of the Company or any amendment of the Company’s 's articles of incorporation or bylaws; (C) any other material change in the Company’s 's corporate structure or business; or (D) any other action or proposal involving the Company or any of its subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement; provided, however, that nothing in this Agreement shall limit or affect any actions taken by any member of the board of directors of the Company nominated by, or appointed at the request of, AHP solely in his or her capacity as a director of the Company; provided, further, that nothing in this Agreement shall be interpreted as obligating the Stockholders Shareholders to exercise any options to acquire shares of Common Stock. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. During the Voting Period, each Stockholder Each Shareholder agrees not to enter into any agreement, commitment, letter of intent, agreement in principle, or understanding commitment with any Person that violates or conflicts the effect of which would be inconsistent with or could reasonably be expected to violate or conflict with violative of the provisions and agreements contained in this AgreementArticle II.

Agreement to Vote the Subject Shares. Each Stockholder, in its capacity as such, Stockholder hereby unconditionally and irrevocably agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the “Voting Period”), at any duly called meeting of the stockholders of HCAC (or any adjournment or postponement thereof) of the holders of ), and in any class or classes of the capital stock of the Company, however called, or in connection with any action by written consent of the holders stockholders of any class HCAC requested by HCAC’s board of directors or classes undertaken as contemplated by the Transactions, such Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of the capital stock of the Companyestablishing a quorum, and such Stockholder shall vote or consent (or cause to be voted the or consented), in person or by proxy, all of its Subject Shares (xa) in favor of the adoption of the Merger Agreement and approval of the terms of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement Transactions (and any actions required in furtherance thereof), (yb) against any action, proposal, transaction or agreement that would result in a breach in any respect of any representation, warranty, covenant, representation or warranty or any other obligation or agreement of the Company under HCAC, First Merger Sub, or Second Merger Sub contained in the Merger Agreement or Agreement, (c) in favor of such Stockholder contained the proposals set forth in this Agreementthe Proxy Statement, and (zd) except as otherwise agreed to set forth in writing in advance by Parentthe Proxy Statement, against the following actions or proposals: (i) any Acquisition Proposalproposal in opposition to approval of the Merger Agreement or in competition with or materially inconsistent with the Merger Agreement; and (ii) (A) any change in the persons who constitute the board of directors amendment of the Company that has not been previously approved by at least a majority certificate of the persons who were directors incorporation or bylaws of the Company as of the date of this Agreement (or their successors who were so approved)HCAC; (B) any change in the present capitalization of the Company or any amendment of the Company’s articles of incorporation or bylaws; (C) any other material change in the CompanyHCAC’s corporate structure or business; or (DC) any other action or proposal involving the Company HCAC or any of its subsidiaries that is intended, or could would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by Transactions in any material respect or would reasonably be expected to result in any of HCAC’s closing conditions or obligations under the Merger Agreement; provided, however, nothing in this Agreement shall be interpreted as obligating not being satisfied. Each of the Stockholders to exercise any options to acquire shares of Common Stock. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. During the Voting Period, each Stockholder agrees not to to, and shall cause its affiliates not to, enter into any agreement, commitment, letter of intent, agreement in principle, commitment or understanding arrangement with any Person that violates or conflicts person, the effect of which would be inconsistent with or could reasonably be expected to violate or conflict with violative of the provisions and agreements contained in this AgreementArticle II.

Agreement to Vote the Subject Shares. Each Stockholder, in its capacity as such, hereby agrees that, during the period commencing on (a) From and after the date hereof and continuing until the termination of this Agreement (such period, the “Voting Period”)in accordance with Section 5.1 hereof, at any meeting of the Company's stockholders (or any adjournment or postponement thereof), however called, and, except for clause (i) below, in connection with any action proposed to be taken by written consent of the holders of any class or classes of the capital stock stockholders of the Company, however called, each Stockholder agrees to take the following actions (or to cause the applicable holder of record of its Subject Shares to take the following actions): (i) to appear and be present (in connection accordance with any written consent of the holders of any class or classes of the capital stock Company Bylaws) at such meeting of the Company, such Stockholder shall 's stockholders; (ii) to affirmatively vote or and cause to be voted the all of its Subject Shares (x) in favor of ("for"), or, if action is to be taken by written consent in lieu of a meeting of the Company's stockholders, deliver to the Company a duly executed affirmative written consent in favor of ("for"), the adoption of the Merger Agreement and the approval of all of the terms of transactions contemplated by the Merger Agreement, including the Merger, to the extent that such matters are submitted for a vote at any such meeting or are the subject of any such written consent; and (iii) to vote and cause to be voted all of its Subject Shares against, and not provide any written consent with respect to or for, the adoption or approval of (1) any Acquisition Proposal (and the transactions contemplated thereby), (2) any action, transaction or agreement to be taken, consummated or entered into by the Company that, if so taken, consummated or entered into by the Company would, or would reasonably be expected to, result in (x) a breach by the Company of any covenant, representation, warranty or other obligations of the Company set forth in the Merger Agreement or (y) the failure of any of the conditions to the obligations of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by the Merger Agreement (set forth in Sections 6.01 and any actions required in furtherance thereof), (y) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement 6.02 of the Company under the Merger Agreement or of such Stockholder contained in this Agreement, and (z) except as otherwise agreed to in writing in advance by Parent, against the following actions or proposals: (i3) any Acquisition Proposal; and agreement (ii) (A) including, without limitation, any change in the persons who constitute the board amendment, waiver, release from, or non-enforcement of directors any agreement), any amendment, supplement, modification or restatement of the Company that has not been previously approved by at least a majority of the persons who were directors of Charter or the Company as of the date of this Agreement (Bylaws, or their successors who were so approved); (B) any change in the present capitalization of the Company or any amendment of the Company’s articles of incorporation or bylaws; (C) any other material change in the Company’s corporate structure or business; or (D) any other action (or proposal involving failure to act), to the Company extent such agreement, amendment, supplement, modification or any of its subsidiaries that 2 restatement or other action or failure to act is intended, intended or could would reasonably be expected, expected to prevent, impede, interfere with, delay, postpone impair or adversely affect delay the transactions contemplated by consummation of the Merger Agreement; provided, however, nothing in this Agreement shall be interpreted as obligating or the Stockholders to exercise any options to acquire shares of Common StockTransactions. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. During the Voting Period, each (b) Each Stockholder agrees not to enter into any agreement, commitment, letter of intent, agreement in principle, or understanding commitment with any Person that violates the effect of which would violate, or conflicts with prevent, impair or could reasonably be expected to violate or conflict with delay such Stockholder from performing such Stockholder's obligations under, the provisions and agreements contained set forth in this Agreement.Article IL ARTICLE III

Agreement to Vote the Subject Shares. Each Stockholder, in its capacity as such, hereby agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the “Voting Period”"VOTING PERIOD"), at any meeting (or any adjournment or postponement thereof) of the holders of any class or classes of the capital stock of the Company's stockholders, however called, or in connection with any written consent of the holders of any class or classes of the capital stock of the Company's stockholders, such Stockholder shall vote (or cause its controlled Affiliates to be voted vote) the Subject Shares (x) in favor of the approval of the terms adoption of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (y) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement or of such Stockholder contained in this Agreement, and (z) except as otherwise agreed to in writing in advance by Parentwith the written consent of Toppan, against the following actions or proposals: proposals (other than the transactions contemplated by the Merger Agreement): (i) any Acquisition Takeover Proposal; and (ii) (A) any change in the persons who constitute the board of directors of the Company that has not been previously approved by at least a majority of the persons who were directors of the Company as of the date of this Agreement (or their successors who were so approved)Company; (B) any change in the present capitalization of the Company or any amendment of the Company’s articles 's certificate of incorporation or bylaws; or (C) any other material change in the Company’s corporate structure or business; or (D) any other action or proposal involving the Company or any of its subsidiaries that Subsidiaries that, in the case of (A), (B) or (C), is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement; provided, however, that nothing in this Agreement shall be interpreted limit or affect any actions taken by any member of the board of directors of the Company nominated by, or appointed at the request of, any Stockholder solely in his or her capacity as obligating a director of the Stockholders to exercise any options to acquire shares of Common StockCompany. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. During the Voting Period, each Each Stockholder agrees not to enter into any agreement, commitment, letter of intent, agreement in principle, or understanding commitment with any Person that violates or conflicts the effect of which would be inconsistent with or could reasonably be expected to violate or conflict with violative of the provisions and agreements contained in this AgreementArticle II.

Agreement to Vote the Subject Shares. Each Stockholder, in its capacity as such, The Securityholder hereby unconditionally and irrevocably agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the “Voting Period”), at any duly called meeting (or any adjournment or postponement thereof) of the holders of any class or classes stockholders of the capital stock of the CompanyCompany (and at any or all adjournments or postponements thereof), however called, or and in connection with any action by written consent of the holders of any class or classes stockholders of the capital stock Company (which written consent shall be delivered promptly, and in any event within 24 hours after (x) the Registration Statement has been declared effective and (y) requested by Company’s board of directors, the CompanySecurityholder shall, such Stockholder if a meeting is called, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and the Securityholder shall vote or consent (or cause to be voted the or consented)), in person or by proxy, all of its Subject Shares (xa) in favor of the adoption of the Merger Agreement and approval of the terms of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement Transactions (and any actions required in furtherance thereof), (yb) against any action, proposal, transaction or agreement that would result in a breach in any material respect of any representation, warranty, covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, (c) in any other circumstance upon which a consent or other approval is required under the Organizational Documents of the Company or otherwise sought with regards to, or in connection with, the Merger Agreement or of such Stockholder contained the Transaction, in this Agreementfavor thereof, and (zd) except as otherwise agreed to in writing in advance by Parent, against the following actions or proposals: (i) any Acquisition Proposal; Alternative Transaction and (ii) (A) any change in the persons who constitute the board of directors of the Company that has not been previously approved by at least a majority of the persons who were directors of the Company as of the date of this Agreement (or their successors who were so approved); (B) any change in the present capitalization of the Company or any amendment of the Company’s articles of incorporation or bylaws; (C) any other material change in the Company’s corporate structure or business; or (D) any other action or proposal involving the Company or any of its subsidiaries that is intended, or could would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by Transactions in any material respect or would reasonably be expected to result in any of Company’s closing conditions or obligations under the Merger Agreement; provided, however, nothing in this Agreement shall be interpreted as obligating the Stockholders to exercise any options to acquire shares of Common Stocknot being satisfied. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. During the Voting Period, each Stockholder The Securityholder agrees not to to, and shall cause its affiliates not to, enter into any agreement, commitment, letter of intent, agreement in principle, commitment or understanding arrangement with any Person that violates or conflicts person, the effect of which would be inconsistent with or could reasonably be expected to violate or conflict with violative of the provisions and agreements contained in this AgreementArticle II.

Agreement to Vote the Subject Shares. Each StockholderSubject to Section 2.3, in its capacity as suchSection 2.4 and Section 2.5, each Stockholder hereby unconditionally and irrevocably agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the “Voting Period”), at any duly called meeting of the stockholders of the Company (or any adjournment or postponement thereof) ), and in any action by written consent of the holders of any class or classes of the capital stock stockholders of the Company, however calledeach Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or in connection with any written consent otherwise cause its Subject Shares to be counted as present thereat for purposes of the holders of any class or classes of the capital stock of the Companyestablishing a quorum, such Stockholder and shall vote or consent (or cause to be voted the or consented), in person or by proxy, its Subject Shares (xa) in favor of the approval of the terms adoption of the Merger Agreement, Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (yb) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement or of such Stockholder the Stockholders contained in this Agreement, (c) in favor of the adoption of a Definitive Transaction Agreement providing for a Superior Proposal (entered into substantially concurrently with the termination of the Merger Agreement pursuant to Section 8.1(c)(i)) that is an Acceptable Transaction, and (zd) except as otherwise agreed to in writing in advance by Parent, against the following actions or proposals: proposals (other than the transactions contemplated by the Merger Agreement): (i) any Acquisition Proposalproposal in opposition to approval of the Merger Agreement or in competition with or materially inconsistent with the Merger Agreement; and (ii) (A) any change in the persons who constitute the board of directors of the Company that has not been previously approved by at least a majority of the persons who were directors of the Company as of the date of this Agreement (or their successors who were so approved); (B) any change in the present capitalization of the Company or any amendment of the Company’s articles of incorporation or bylaws; (C) any other material change in the Company’s corporate structure or business; or (D) any other action or proposal involving the Company or any of its subsidiaries Company Subsidiary that is intended, or could would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement; provided, however, nothing in this Agreement shall be interpreted as obligating the Stockholders to exercise any options to acquire shares of Common Stock. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. During the Voting Period, each Stockholder agrees not to enter into any agreement, commitment, letter of intent, agreement in principle, or understanding with any Person that violates or conflicts with or could reasonably be expected to violate result in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled. Subject to Section 2.5, each Stockholder agrees not to, and shall cause its Representatives not to, enter into any agreement, commitment or conflict arrangement with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this AgreementArticle II. “Acceptable Transaction” means a transaction (a) that by its terms each of the Stockholders would receive at closing thereof for each of their respective Subject Shares (and each share of Company Stock subject to their respective Company Restricted Stock Awards and Company Options) cash consideration in an amount, or freely tradable (unrestricted) securities listed on a national securities exchange with a trading value at the time of closing of such transaction, exceeding the Minimum Amount (less in the case of Company Options the per share exercise price thereof) and no less than the consideration per share payable to other holders of Company Stock, and (b) that is reasonably likely to be consummated within six months of the execution of a definitive agreement with respect to such transaction. “Minimum Amount” means the amount of the Per Share Cash Consideration plus an amount equal to 2.5% of the Per Share Cash Consideration.

Agreement to Vote the Subject Shares. Each StockholderShareholder, in its his or her capacity as such, hereby agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the “Voting Period”), at any meeting (or any adjournment or postponement thereof) of the holders of any class or classes of the capital stock of the Company’s shareholders, however called, or in connection with any written consent of the holders of any class or classes of the capital stock of the Company’s shareholders, such Stockholder Shareholder shall vote (or cause to be voted the voted) its Subject Shares (x) in favor of the approval of the terms of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (y) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement or of such Stockholder any Shareholder contained in this Agreement, and (z) except as otherwise agreed to in writing in advance by Parentwith the written consent of ABC, against the following actions or proposals: proposals (other than the transactions contemplated by the Merger Agreement): (i) any Acquisition Takeover Proposal; and (ii) (A) any change in the persons who constitute the board of directors of the Company that has is not been previously approved in advance by at least a majority of the persons who were directors of the Company as of the date of this Agreement (or their successors who were so approved); (B) any material change in the present capitalization of the Company or any amendment of the Company’s articles of incorporation or bylaws; (C) any other material change in the Company’s corporate structure or business; or (D) any other action or proposal involving the Company or any of its subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement; provided, however, nothing in this Agreement shall be interpreted as obligating the Stockholders to exercise any options to acquire shares of Common Stock. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. During the Voting Period, each Stockholder Each Shareholder agrees not to enter into any agreement, commitment, letter of intent, agreement in principle, or understanding commitment with any Person that violates or conflicts the effect of which would be inconsistent with or could reasonably be expected to violate or conflict with violative of the provisions and agreements contained in this AgreementArticle II.

Agreement to Vote the Subject Shares. Each Stockholder, in its capacity as such, hereby agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the “Voting Period”), at any meeting (or any adjournment or postponement thereof) of the holders of any class or classes of the capital stock of the Company’s stockholders, however called, or in connection with any written consent of the holders of any class or classes of the capital stock of the Company’s stockholders, such Stockholder shall vote (or cause to be voted the voted) its Subject Shares (x) in favor of the approval of the terms of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (y) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of such any Stockholder contained in under this Agreement, and (z) except as otherwise agreed to in writing in advance by Parent, against the following actions or proposals: proposals (other than the transactions contemplated by the Merger Agreement): (i) any Acquisition Proposal; and (ii) (A) any change in the persons who constitute the board of directors of the Company that has is not been previously approved in advance by at least a majority of the persons who were directors of the Company as of the date of this Agreement (or their successors who were so approved); (B) except as permitted in the Merger Agreement, any change in the present capitalization of the Company or any amendment of the Company’s articles of incorporation charter or bylaws; (C) any other material change in the Company’s corporate structure or business; or (D) any other action or proposal involving the Company or any of its subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement; provided, however, nothing in this Agreement shall be interpreted as obligating the Stockholders to exercise any options to acquire shares of Common Stock. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. During the Voting Period, each Each Stockholder agrees not to enter into any agreement, commitment, letter of intent, agreement in principle, principle or understanding with any Person that violates or conflicts with or could reasonably be expected to violate or conflict with the provisions and agreements contained in this Agreement or the Merger Agreement.

Agreement to Vote the Subject Shares. Each StockholderAffiliate, solely in its Affiliate’s capacity as sucha stockholder of Basic, hereby agrees that, that during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the “Voting Period”), at any meeting (or any adjournment or postponement thereof) of the holders of any class or classes of the capital stock of the CompanyBasic, however called, or in connection with any written consent of the holders of any class or classes of the capital stock of the CompanyBasic, such Stockholder Affiliate shall vote (or cause to be voted the voted) Affiliate’s Subject Shares (x) in favor of the approval and adoption of the terms of the Merger Agreement, the Merger Basic Proposals and each of the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (y) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement at every meeting of the Company under the Merger Agreement or stockholders of such Stockholder contained in this Agreement, and (z) except as otherwise agreed to in writing in advance by Parent, against the following actions or proposals: (i) any Acquisition Proposal; and (ii) (A) any change in the persons who constitute the board of directors of the Company that has not been previously approved by at least a majority of the persons who were directors of the Company as of the date of this Agreement Basic (or their successors who were so approved); (Bin connection with any written consent) any change in the present capitalization of the Company or any amendment of the Company’s articles of incorporation or bylaws; (C) any other material change in the Company’s corporate structure or business; or (D) any other action or proposal involving the Company or any of its subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement; provided, however, nothing in this Agreement shall be interpreted as obligating the Stockholders to exercise any options to acquire shares of Common Stockat which such matters are considered and at every adjournment thereof. Any such vote shall be cast or consent shall be given by Affiliate in accordance with such procedures relating thereto so as to shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. During the Voting Period, each Stockholder Affiliate agrees not to enter into any agreement, commitment, letter of intent, agreement in principle, principle or understanding with any Person person that violates or conflicts with or could reasonably be expected to violate or conflict with the provisions and agreements contained in this Agreement or the Merger Agreement; provided, however, that nothing in this Agreement shall be deemed to prevent Affiliate from making a bona fide disposition of the entire beneficial ownership in, including all voting rights with respect to, any or all of the Subject Shares (a “Permitted Disposition”). For the avoidance of doubt, this Agreement is intended to constitute a voting agreement entered into under Section 218(c) of the Delaware General Corporation Law for the duration of the Voting Period.

Agreement to Vote the Subject Shares. Each Stockholder, in its capacity as such, Stockholder hereby unconditionally and irrevocably agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the “Voting Period”), at any duly called meeting of the stockholders of Parent (or any adjournment or postponement thereof) of the holders of ), and in any class or classes of the capital stock of the Company, however called, or in connection with any action by written consent of the holders stockholders of any class Parent requested by Parent’s board of directors or classes of undertaken as contemplated by the capital stock of the CompanyTransactions, such Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and it shall vote or consent (or cause to be voted the or consented), in person or by proxy, all of its Subject Shares (xa) in favor of the adoption of the Merger Agreement and approval of the terms of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement Transactions (and any actions required in furtherance thereof), (yb) against any action, proposal, transaction or agreement that would result in a breach in any respect of any representation, warranty, covenant, representation or warranty or any other obligation or agreement of the Company under Parent or Merger Sub contained in the Merger Agreement or Agreement, (c) in favor of such Stockholder contained the proposals set forth in this AgreementParent’s proxy statement (including, without limitation, in favor of the election of the Company’s designees to the board of directors of Parent set forth on Schedule II hereto), to be filed by Parent with the SEC relating to the Offer and the Transactions (including any proxy supplement thereto, the “Proxy Statement”), and (zd) except as otherwise agreed to set forth in writing in advance by Parentthe Proxy Statement, against the following actions or proposals: (i) any Parent Acquisition ProposalTransaction or any proposal in opposition to approval of the Merger Agreement or in competition with or materially inconsistent with the Merger Agreement; and (ii) (A) any material change in the persons who constitute the board present capitalization of directors Parent or any amendment of the Company that has not been previously approved by at least a majority certificate of the persons who were directors incorporation or bylaws of the Company as of the date of this Agreement (or their successors who were so approved)Parent; (B) any change in the present capitalization of the Company or any amendment of the Company’s articles of incorporation or bylaws; (C) any other material change in the CompanyParent’s corporate structure or business; or (DC) any other action or proposal involving the Company Parent or any of its subsidiaries that is intended, or could would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by Transactions or would reasonably be expected to result in any of Parent’s closing conditions or obligations under the Merger Agreement; provided, however, nothing in this Agreement shall be interpreted as obligating not being satisfied. Each of the Stockholders to exercise any options to acquire shares of Common Stock. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. During the Voting Period, each Stockholder agrees not to to, and shall cause its Affiliates not to, enter into any agreement, commitment, letter of intent, agreement in principle, commitment or understanding arrangement with any Person that violates or conflicts person the effect of which would be inconsistent with or could reasonably be expected to violate or conflict with violative of the provisions and agreements contained in this AgreementArticle II.