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

Agreement to Vote the Subject Shares. (a) From and after the date hereof until the termination of this Agreement 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 stockholders of the Company, 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 accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its Subject Shares 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 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 6.02 of the Merger Agreement, and (3) any agreement (including, without limitation, any amendment, waiver, release from, or non-enforcement of any agreement), any amendment, supplement, modification or restatement of the Company Charter or the Company Bylaws, or any other action (or failure to act), to the extent such agreement, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected to prevent, interfere with, impair or delay the consummation of the Merger or the Transactions. (b) Each Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would violate, or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, the provisions and agreements set forth in this Article II.

Agreement to Vote the Subject Shares. (a) From and after the date hereof until the termination of this Agreement in accordance with Section 5.1 hereof, at any meeting of the Company’s 's stockholders (or any adjournment or postponement thereof), however called, and, except for clause (i) below, or in connection with any action proposed to be taken by written consent of the stockholders or other action of the Company's stockholders, each Stockholder agrees to take the following actions Stockholders shall vote (or cause to cause be voted) all of the applicable holder of record of its Subject Shares to take the following actions):Shares: (i) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its Subject Shares in favor of (“for”), or, if action is to be taken by written consent in lieu of a meeting the adoption and approval of the Company’s stockholders, deliver to the Company a duly executed affirmative written consent in favor terms of (“for”), the adoption of the Merger Agreement and the approval of all of the 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 (and any actions required in furtherance thereof); (ii) against any action, proposal, transaction or agreement that would directly or indirectly result in a breach of any covenant, representation, warranty or other obligation or agreement of the Company set forth in Sections 6.01 and 6.02 the Merger Agreement or of the Stockholders set forth in this Agreement; and (iii) except with the prior written consent of Parent, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement, and ): (3A) any agreement Alternative Proposal; (including, without limitation, B) any amendment, waiver, release from, or non-enforcement change in the persons who constitute the board of directors of the Company; (C) any agreement), any amendment, supplement, modification or restatement material change in the present capitalization of the Company Charter or any amendment of the Company Bylaws, Company's certificate of incorporation or bylaws; (D) any other material change in the Company's corporate structure or business; or (E) any other action (or failure to act)proposal involving the Company or any of its subsidiaries that is intended, to the extent such agreement, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected expected, to prevent, impede, interfere with, impair delay, postpone or delay adversely affect the consummation of transactions contemplated by the Merger or the TransactionsAgreement. (b) 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. Each Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would violate, violate or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, be inconsistent with the provisions and agreements set forth in this Article II.

Agreement to Vote the Subject Shares. The Shareholder hereby irrevocably and unconditionally agrees that, during the period commencing on (aand including) From and after the date hereof until the termination of this Agreement in accordance with Section 5.1 hereofand ending on (and including) the Expiration Date (as defined below) (the “Support Period”), at any meeting of the Company’s stockholders (shareholders of the Corporation however called or any adjournment or postponement thereof), however called, and, except for clause (i) below, or in connection with any other circumstance or action proposed to be taken by written consent in which the vote or other approval of the stockholders shareholders of the CompanyCorporation is sought, each Stockholder agrees with respect to take the following actions (Arrangement Agreement, the Arrangement, the Plan of Arrangement or to cause any Acquisition Proposal, the applicable holder of record of its Subject Shares to take the following actions):Shareholder shall: (ia) to if a meeting is held, appear and be present (in accordance with the Company Bylawsperson or by proxy) at such meeting or otherwise cause all of the Company’s stockholdersSubject Shares to be counted as present at such meeting for purposes of calculating a quorum; (iib) to affirmatively vote and (or cause to be voted voted) all of its the Shareholder’s Subject Shares (to the extent such Subject Shares have voting rights): (i) in favor of the approval, consent, ratification, and adoption of the Arrangement Resolution, (“for”)ii) in favor of any other matter that would be reasonably expected to facilitate the consummation of the Arrangement, or, if action is including any proposal to be taken by written consent in lieu of adjourn or postpone a meeting of the Company’s stockholders, deliver to the Company a duly executed affirmative written consent in favor of (“for”), the adoption shareholders of the Merger Agreement and Corporation to a later date if there are not sufficient votes at the approval of all time of the transactions contemplated by meeting to approve 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 consentArrangement Resolution; 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) against any action, proposal, transaction or agreement (including any amendment, waiver, release from or non-enforcement of any agreement) that would reasonably be expected to be taken(A) result in any of the conditions to the Arrangement under the Arrangement Agreement not being fulfilled before the Outside Date or (B) result in a breach of any representation, consummated warranty, covenant, agreement or entered into by other obligation of such Shareholder under this Agreement or the Company thatCorporation under the Arrangement Agreement; (iv) against any Acquisition Proposal or any action, if so takenagreement, consummated transaction or entered into by other matter that is intended to (to the Company wouldactual knowledge of the Shareholder), or would reasonably be expected to, result in (x) a breach by impede, interfere with, delay, postpone, prevent, discourage or materially and adversely affect the Company of any covenant, representation, warranty or other obligations consummation of the Company set forth in the Merger Agreement Arrangement 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 6.02 of the Merger Arrangement Agreement, ; and (3v) against any agreement (including, without limitation, any amendment, waiver, release from, change in or non-enforcement of any agreement), any amendment, supplement, modification to the Board that is not recommended or restatement of approved by the Company Charter or the Company BylawsBoard, or any other action (change in or failure to act), to the extent such agreementpresent capitalization, amendment, supplement, modification corporate structure or restatement or other action or failure to act is intended or would reasonably be expected to prevent, interfere with, impair or delay the consummation Articles of Incorporation of the Merger or Corporation that is not consented to by Parent. During the Transactions. (b) Each Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would violate, or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations underSupport Period, the provisions Shareholder shall not propose, take, commit or agree to take any action inconsistent with the foregoing in this Section 1. The Shareholder shall retain at all times the right to vote all of the Subject Shares in the Shareholder’s sole discretion, and agreements without any other limitation, on any matters other than those set forth in this Article IISection 1 that are at any time or from time to time presented for consideration to the Corporation’s shareholders generally; and (c) without limiting the obligations in Section 1(b), no later than ten Business Days prior to the date of the Meeting: (i) with respect to all Subject Shares that have voting rights and that are registered in the name of the Shareholder, deliver or cause to be delivered, in accordance with the instructions set out in the Circular, a duly executed proxy or proxies directing the holder of such proxy or proxies to vote in favor of the Arrangement Resolution; and (ii) with respect to all Subject Shares that have voting rights and are beneficially owned by the Shareholder but not registered in the name of the Shareholder, deliver a duly executed voting instruction form to the intermediary through which the Shareholder holds its beneficial interest in the Subject Shares instructing that the Subject Shares be voted at the Meeting in favor of the Arrangement Resolution. Such proxy or proxies shall name those individuals as may be designated by the Corporation in the Circular and such proxy or proxies or voting instructions shall not be revoked, withdrawn or modified without the prior written consent of the Parent.

Agreement to Vote the Subject Shares. (a) From and after Stockholder, in his capacity as such, hereby agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 5.1 hereof(such period, the "Voting Period"), at any meeting of the Company’s stockholders (or any adjournment or postponement thereof)) of the holders of any class or classes of the capital stock of Cima, however called, and, except for clause (i) below, or in connection with any action proposed to be taken by written consent of the stockholders holders of any class or classes of the Companycapital stock of Cima, each Stockholder agrees to take the following actions shall vote (or to cause the applicable holder of record of its Subject Shares to take the following actions): (i) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its voted) the 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 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 Cima Merger and the other transactions contemplated by the Merger Agreement set forth (and any actions required in Sections 6.01 and 6.02 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 Cima or any of its subsidiaries under the Merger Agreement or of Stockholder under this Agreement, and (3z) except as otherwise agreed to in writing in advance by AAI, against (i) any agreement Acquisition Proposal; (including, without limitation, ii) any amendment, waiver, release from, or non-enforcement change in the Persons who constitute the board of any agreement), any amendment, supplement, modification or restatement directors of Cima that is not approved in advance by at least a majority of the Company Charter Persons who were directors of Cima as of the date of this Agreement (or the Company Bylaws, or their successors who were so approved); and (iii) any other action (or failure to act)proposal involving Cima or any of its subsidiaries that is intended, to the extent such agreement, amendment, supplement, modification or restatement or other action or failure to act is intended or would could reasonably be expected expected, to prevent, interfere withmaterially impede, or materially impair or delay the consummation of the Cima Merger or the Transactions. (b) Each other transactions contemplated by the Merger Agreement. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. Stockholder agrees not to enter into any agreement, letter of intent, agreement in principle or commitment understanding with any Person the effect of which would violate, that violates or prevent, impair conflicts with or delay such Stockholder from performing such Stockholder’s obligations under, could reasonably be expected to violate or conflict with the provisions and agreements set forth contained in this Article IIAgreement or the Merger Agreement.

Agreement to Vote the Subject Shares. (a) From and after 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 in accordance with Section 5.1 hereof(such period, the “Voting Period”), at any meeting of the Company’s stockholders (or any adjournment or postponement thereof)) of the holders of any class or classes of the capital stock of the Company, however called, and, except for clause (i) below, or in connection with any action proposed to be taken by written consent of the stockholders holders of any class or classes of the capital stock of the Company, each such Stockholder agrees to take the following actions (shall vote or to cause the applicable holder of record of its Subject Shares to take the following actions): (i) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its the 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 the terms of the 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 (and any actions required in Sections 6.01 and 6.02 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 (3z) except as otherwise agreed to in writing in advance by Parent, against the following actions or proposals: (i) any agreement Acquisition Proposal; and (including, without limitation, ii) (A) any amendment, waiver, release from, or non-enforcement change in the persons who constitute the board of any agreement), any amendment, supplement, modification or restatement directors of the Company Charter or that has not been previously approved by at least a majority of the persons who were directors of the Company Bylaws, 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 failure to act)proposal involving the Company or any of its subsidiaries that is intended, or could reasonably be expected, to the extent such agreementprevent, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected to preventimpede, interfere with, impair delay, postpone or delay adversely affect the consummation of 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 Transactions. (b) Each 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 commitment understanding with any Person the effect of which would violate, that violates or prevent, impair conflicts with or delay such Stockholder from performing such Stockholder’s obligations under, could reasonably be expected to violate or conflict with the provisions and agreements set forth contained in this Article IIAgreement.

Agreement to Vote the Subject Shares. (a) From and after Each Shareholder, in its capacity as such, hereby agrees that during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 5.1 hereof(such period, the "Voting Period"), at any meeting of the Company’s stockholders (or any adjournment or postponement thereof)) of the holders of any class or classes of the capital stock of the Company, however called, and, except for clause (i) below, or in connection with any action proposed to be taken by written consent of the stockholders holders of any class or classes of the capital stock of the Company, each Stockholder agrees to take the following actions Shareholders shall vote (or to cause the applicable holder of record of its Subject Shares to take the following actions): (i) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its voted) their Subject Shares (x) in favor of (“for”), or, if action is to be taken by written consent in lieu of a meeting the approval of the Company’s stockholders, deliver to the Company a duly executed affirmative written consent in favor of (“for”), the adoption terms of the Merger Agreement and the approval each of all of the 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 (and any actions required in Sections 6.01 and 6.02 furtherance thereof) at every meeting of the shareholders of the Company (or in connection with any written consent) at which such matters are considered and at every adjournment 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 or any of its subsidiaries under the Merger Agreement or of the Shareholders under this Agreement, and (3z) except as otherwise agreed to in writing in advance by Parent, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (i) any agreement extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries and any Company Acquisition Proposal; (includingii) a sale, without limitation, any amendment, waiver, release from, lease or non-enforcement transfer of any agreement), any amendment, supplement, modification or restatement a significant part of the assets of the Company Charter or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company Bylawsor any of its subsidiaries (each of the actions in clauses (i) or (ii), a "Business Combination"); and (iii) (A) any change in the persons who constitute the board of directors of the Company that is not 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 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 failure to act)proposal involving the Company or any of its subsidiaries that is intended, or could reasonably be expected, to the extent such agreementprevent, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected to preventimpede, interfere with, impair delay, postpone, or delay adversely affect the consummation transactions contemplated by the Merger Agreement. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. Each of the Merger or the Transactions. (b) Each Stockholder Shareholders agrees not to enter into any agreement, letter of intent, agreement in principle or commitment understanding with any Person the effect of which would violate, person that violates or prevent, impair conflicts with or delay such Stockholder from performing such Stockholder’s obligations under, could reasonably be expected to violate or conflict with the provisions and agreements set forth contained in this Agreement or the Merger Agreement. For the avoidance of doubt, this Agreement is intended to constitute a voting agreement entered into under Section B, Article II2.30 of the TBCA for the duration of the Voting Period.

Agreement to Vote the Subject Shares. (a) From and after Stockholder, in his capacity as such, hereby agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 5.1 hereof(such period, the "Voting Period"), at any meeting of the Company’s stockholders (or any adjournment or postponement thereof)) of the holders of any class or classes of the capital stock of AAI, however called, and, except for clause (i) below, or in connection with any action proposed to be taken by written consent of the stockholders holders of any class or classes of the Companycapital stock of AAI, each Stockholder agrees to take the following actions shall vote (or to cause the applicable holder of record of its Subject Shares to take the following actions): (i) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its voted) the 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 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 AAI Merger and the other transactions contemplated by the Merger Agreement set forth (and any actions required in Sections 6.01 and 6.02 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 AAI or any of its subsidiaries under the Merger Agreement or of Stockholder under this Agreement, and (3z) except as otherwise agreed to in writing in advance by Cima, against (i) any agreement Acquisition Proposal; (including, without limitation, ii) any amendment, waiver, release from, or non-enforcement change in the Persons who constitute the board of any agreement), any amendment, supplement, modification or restatement directors of AAI that is not approved in advance by at least a majority of the Company Charter Persons who were directors of AAI as of the date of this Agreement (or the Company Bylaws, or their successors who were so approved); and (iii) any other action (or failure to act)proposal involving AAI or any of its subsidiaries that is intended, to the extent such agreement, amendment, supplement, modification or restatement or other action or failure to act is intended or would could reasonably be expected expected, to prevent, interfere withmaterially impede, or materially impair or delay the consummation of the AAI Merger or the Transactions. (b) Each other transactions contemplated by the Merger Agreement. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. Stockholder agrees not to enter into any agreement, letter of intent, agreement in principle or commitment understanding with any Person the effect of which would violate, that violates or prevent, impair conflicts with or delay such Stockholder from performing such Stockholder’s obligations under, could reasonably be expected to violate or conflict with the provisions and agreements set forth contained in this Article IIAgreement or the Merger Agreement.

Agreement to Vote the Subject Shares. (a) From and after Stockholder, in his capacity as such, hereby agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 5.1 hereof(such period, the "Voting Period"), at any meeting of the Company’s stockholders (or any adjournment or postponement thereof)) of the Company's stockholders, however called, and, except for clause (i) below, or in connection with any action proposed to be taken by written consent of the stockholders of the Company's stockholders, each Stockholder agrees to take the following actions shall vote (or to cause the applicable holder of record of its Subject Shares to take the following actions): (i) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its voted) his 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 the terms of the 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 (and any actions required in Sections 6.01 and 6.02 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 contained in the Merger Agreement, and (3z) except with the written consent of Parent, which may be withheld in Parent's sole and absolute discretion, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (i) any agreement Acquisition Proposal; and (including, without limitation, ii) (A) any amendment, waiver, release from, or non-enforcement change in the persons who constitute the Board of any agreement), any amendment, supplement, modification or restatement Directors of the Company Charter or that is not approved in advance by the directors of the Company Bylaws, who were nominated for election to the Board of Directors of the Company 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 certificate of incorporation or bylaws; (C) any other material change in the Company's corporate structure or business; or (D) any other action (or failure to act)proposal involving the Company or any of its subsidiaries that is intended, or could reasonably be expected, to the extent such agreementprevent, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected to preventimpede, interfere with, impair delay, postpone or delay adversely affect the consummation of transactions contemplated by the Merger Agreement; provided, however, that nothing in this Agreement shall be interpreted as obligating the 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 Transactions. (b) Each results of such vote or consent. Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would violate, be inconsistent with or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, violative of the provisions and agreements set forth contained in this Article II.

Agreement to Vote the Subject Shares. (a) From and after Each Stockholder hereby agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 5.1 hereof(such period, the “Voting Period”), 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 stockholders of the Company, 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 accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its Subject Shares 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 however called, or in connection with any written consent of the of the Company’s stockholders, such Stockholder shall vote (or cause to be voted) its Subject Shares (x) in favor of (“for”), the approval and adoption of the Merger Agreement and the approval transactions contemplated thereby, including the Merger (and any actions directly required in furtherance thereof), (y) against any action, proposal, transaction or agreement that, to the knowledge of all such Stockholder, 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 any Stockholder under this Agreement, and (z) except as otherwise agreed to in writing in advance by Parent, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, including such as a merger, share exchange, arrangement, reorganization, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the MergerCompany or any of its respective Subsidiaries; (ii) any approval or consent regarding any Competing Proposal; (iii) any change in Persons who constitute the board of directors of the Company; and (iv) any other action or proposal involving the Company or any of its Subsidiaries that, to the extent that knowledge of 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 againstStockholder, 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 wouldis intended, or would could reasonably be expected toexpected, result in (x) a breach by to prevent, impede, interfere with, materially delay, postpone or materially adversely affect 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 Agreement. Any such vote shall be cast or consent shall be given in Sections 6.01 accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and 6.02 for purposes of recording the Merger Agreement, and (3) any agreement (including, without limitation, any amendment, waiver, release from, results of such vote or non-enforcement of any agreement), any amendment, supplement, modification or restatement of the Company Charter or the Company Bylaws, or any other action (or failure to act), to the extent such agreement, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected to prevent, interfere with, impair or delay the consummation of the Merger or the Transactionsconsent. (b) Each Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would violate, or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, the provisions and agreements set forth in this Article II.

Agreement to Vote the Subject Shares. (a) From and after the date hereof until the termination of this Agreement in accordance with Section 5.1 hereof, at any meeting of the Company’s '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 stockholders of the Company, 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): ): (i1) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s 's stockholders; ; (ii) to affirmatively vote and cause to be voted all of its Subject Shares in favor of (“"for”"), or, if action is to be taken by written consent in lieu of a meeting of the Company’s '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 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 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 6.02 of the Merger Agreement, and (3) any agreement (including, without limitation, any amendment, waiver, release from, or non-enforcement of any agreement), any amendment, supplement, modification or restatement of the Company Charter or the Company Bylaws, or any other action (or failure to act), to the extent such agreement, amendment, supplement, modification or 2 restatement or other action or failure to act is intended or would reasonably be expected to prevent, interfere with, impair or delay the consummation of the Merger or the Transactions. (b) Each Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would violate, or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, the provisions and agreements set forth in this Article II.

Agreement to Vote the Subject Shares. (a) From and after Holdings hereby agrees that during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 5.1 hereof(such period, the "Voting Period"), at any meeting of the Company’s stockholders (or any adjournment or postponement thereof)) of the holders of any class or classes of the capital stock of the Company, however called, and, except for clause (i) below, or in connection with any action proposed to be taken by written consent of the stockholders holders of any class or classes of the capital stock of the Company, each Stockholder agrees to take the following actions Holdings shall vote (or to cause the applicable holder of record of its Subject Shares to take the following actions): (i) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its voted) the Subject Shares (a) subject to satisfaction of the condition set forth in Section 6.1(f)(ii) of the Stock Purchase Agreement, in favor of the approval and the adoption of (“for”)x) the Stock Purchase Agreement, or, if action is to be taken by written consent in lieu of a meeting (y) the sale of the Company’s stockholders, deliver Operating Subsidiaries pursuant thereto and each of the other transactions contemplated therein and (z) the amendments 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 transactions Articles contemplated by the Merger Stock Purchase 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 (iiib) 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) against 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 that would reasonably be expected to, result in (x) a breach by the Company in any respect of any covenant, representation, representation or warranty or any other obligations obligation or agreement of the Company set forth in under the Merger Stock Purchase Agreement or of Holdings under this Agreement and (yc) except as otherwise agreed to in writing in advance by Purchaser, against the failure of any of following actions (other than 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 Stock Purchase Agreement): (i) any extraordinary corporate transaction, such as an amalgamation, merger, consolidation or other business combination involving the Company or any of its Subsidiaries and 6.02 resulting from any Acquisition Proposal; (ii) a sale, lease or transfer of a significant part of the Merger Agreement, and (3) any agreement (including, without limitation, any amendment, waiver, release from, or non-enforcement of any agreement), any amendment, supplement, modification or restatement assets of the Company Charter or any of its Subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company Bylawsor any of its Subsidiaries (each of the actions in clauses (i) and (ii), a "Business Combination"); and (iii) (A) any change in the present capitalization of the Company or any amendment of the Company Articles (other than the amendments contemplated by the Stock Purchase Agreement); (B) any other material change in the corporate structure or business of the Company; or (C) any other action (involving the Company or failure to act)any of its Subsidiaries that is intended, or could reasonably be expected, to the extent such agreement, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected to preventimpede, interfere with, impair delay, postpone, or delay adversely affect the consummation of the Merger transactions contemplated by this Agreement or the TransactionsStock Purchase Agreement. (b) Each Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would violate, or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, the provisions and agreements set forth in this Article II.

Agreement to Vote the Subject Shares. (a) From The parties hereto hereby agree that from and after the date hereof until hereof, for as long as the termination Percentage Interest of this Agreement in accordance with Section 5.1 hereofShareholder exceeds five percent (5%), at any meeting of the Company’s stockholders shareholders (or any adjournment or postponement thereof), however called, and, except for clause (i) below, or in connection with any action proposed to be taken by written consent of the stockholders or other action of the Company’s shareholders, each Stockholder agrees to take the following actions Shareholder shall vote (or cause to cause be voted) all of the applicable holder of record of its Subject Shares to take beneficially owned by it and by Shareholder Group Members in the following actions): (i) to appear and be present (in accordance with the Company Bylaws) same proportion of votes cast for, against or abstain by all other holders of Capital Stock, except that at such any meeting of the Company’s stockholders; shareholders (ii) to affirmatively vote and cause to be voted all of its Subject Shares in favor of (“for”or any adjournment or postponement thereof), orhowever called, if or in connection with any action is to be taken by written consent in lieu of a meeting or other action of the Company’s stockholdersshareholders, deliver pursuant to the Company which holders of any class of Capital Stock are entitled to vote as a duly executed affirmative written consent in favor of separate class, Shareholder shall vote (“for”), the adoption of the Merger Agreement and the approval of or cause to be voted) all of the transactions contemplated shares of such class of Capital Stock beneficially owned by it and by Shareholder Group Members in 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 same proportion 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 votes cast for, against or abstain by all other holders of such class of 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 adoption results of such vote 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 6.02 of the Merger Agreement, and (3) any agreement (including, without limitation, any amendment, waiver, release from, or non-enforcement of any agreement), any amendment, supplement, modification or restatement of the Company Charter or the Company Bylaws, or any other action (or failure to act), to the extent such agreement, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected to prevent, interfere with, impair or delay the consummation of the Merger or the Transactions. (b) Each Stockholder consent. Shareholder agrees not to enter into any agreement or commitment with any Person the effect of which would violate, violate or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, be inconsistent with the provisions and agreements set forth in this Article 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). (b) Notwithstanding anything contained in Section 2.1(a), Shareholder Group Members shall not be required to vote (or cause to be voted) any or all of the Subject Shares beneficially owned by the relevant Shareholder Group Members as provided in Section 2.1(a) with respect to: (i) any merger, consolidation, combination, acquisition or sale of assets, reorganization or recapitalization, which, if consummated, would result in a Company Change of Control (except when the Company’s proposal is to merge with its wholly-owned Subsidiary); (ii) dissolution, liquidation or winding up involving the Company; and (iii) any matter which involves an alteration of any right of any class of Company Equity Securities. However, for the avoidance of doubt nothing in this Section 2.1(b) requires the Company to obtain the approval of the Company’s shareholders in circumstances where it is not otherwise being proposed to shareholders for approval.

Agreement to Vote the Subject Shares. (a) From and after the date hereof until the termination of this Agreement until the Termination Date, Stockholder hereby irrevocably agrees to vote (or cause to be voted) all of the Subject Shares (and any and all securities issued or issuable in accordance with Section 5.1 hereofrespect thereof) which such Stockholder is entitled to vote (or to provide his written consent thereto), at any annual, special or other 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 stockholders of the Company, each Stockholder agrees and at any adjournment or adjournments thereof, or pursuant 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 accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its Subject Shares in favor of (“for”), or, if action is to be taken by written any consent in lieu of a meeting of the Company’s stockholders, deliver to the Company a duly executed affirmative written consent or otherwise: (i) in favor of (“for”), A) the approval and adoption of the Merger Agreement and (B) the approval of all the Merger and the transaction contemplated hereby; (ii) in favor of any matter that could reasonably be expected to facilitate the Merger; (iii) against any action or agreement that is reasonably likely to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation of Company under the Merger Agreement; and (iv) against (A) any Alternative Proposal (as defined in the Merger Agreement) and (B) to the extent that such action would materially impede, interfere with, delay, postpone or adversely affect the Merger and the 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 change in a majority of the members of the Board of Directors of Company other than in connection with an annual meeting of the stockholders of Company with respect to the slate of directors proposed by the incumbent Board of Directors of Company (in which case Stockholder agrees to vote for the slate proposed by the incumbent Board of Directors of Company) 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 except for such actions as are expressly contemplated by the Merger Agreement set forth in Sections 6.01 and 6.02 of the Merger Agreement, and (3) any agreement (including, without limitation, any amendment, waiver, release from, material change in Company’s capital or non-enforcement of any agreement), any amendment, supplement, modification corporate structure or restatement of the Company Charter or the Company Bylaws, or any other action (or failure to act), to the extent such agreement, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected to prevent, interfere with, impair or delay the consummation of the Merger or the Transactionsbusiness. (b) Each Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would violate, or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, the provisions and agreements set forth in this Article II.

Agreement to Vote the Subject Shares. (a) From Each Stockholder hereby unconditionally and after irrevocably agrees that, during the date hereof until the termination of this Agreement in accordance with Section 5.1 hereofVoting Period, at any duly called meeting of the Company’s stockholders of the Company (or any adjournment or postponement thereof), however called, and, except for clause (i) below, and in connection with any action proposed to be taken by written consent of the stockholders of the Company, each Stockholder agrees to take shall, if a meeting is held, appear at the following actions (meeting, in person or to by proxy, or otherwise cause the applicable holder of record of its Subject Shares to take the following actions): be counted as present thereat for purposes of establishing a quorum, and it shall vote or consent (i) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and or cause to be voted or consented), in person or by proxy, all of its Subject Shares (a) 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 Purchase Agreement and the approval of all of the transactions contemplated by Purchase and 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 other Transactions (and the transactions contemplated therebyany actions required in furtherance thereof), (2b) against any action, proposal, transaction or agreement to be takenthat would result in a breach in any material respect of any covenant, consummated representation or entered into by warranty or any other obligation or agreement of the Company thatcontained in the Purchase Agreement, if so taken, consummated and (c) against the following actions or entered into by proposals (other than the Purchase and the other Transactions): (i) any alternative 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 (x) the present capitalization of the Company wouldor any amendment of the articles of incorporation or bylaws of the Company or (y) the Company’s corporate structure or business; or (iii) any other action or proposal involving the Company or any of its Subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect in any material respect the Transactions or would reasonably be expected to, 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 Company’s obligations of Parent or Merger Sub to consummate under the Merger and the other transactions contemplated by the Merger Purchase Agreement set forth in Sections 6.01 and 6.02 of the Merger Agreement, and (3) any agreement (including, without limitation, any amendment, waiver, release from, or non-enforcement of any agreement), any amendment, supplement, modification or restatement of the Company Charter or the Company Bylaws, or any other action (or failure to act), to the extent such agreement, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected to prevent, interfere with, impair or delay the consummation of the Merger or the Transactions. (b) not being fulfilled. Each Stockholder agrees not to to, and shall cause its Affiliates not to, enter into any agreement agreement, commitment or commitment arrangement with any Person person the effect of which would violate, be inconsistent with or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, violative of the provisions and agreements set forth contained in this Article III. Notwithstanding the foregoing, nothing in this Agreement shall be construed to impose any obligation or limitation on votes or actions taken by Stockholder or any of its Representatives in the capacity as a director or officer of the Company.

Agreement to Vote the Subject Shares. (a) From and after the date hereof until the termination of this Agreement in accordance with Section 5.1 hereof, at any meeting of the Company’s '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 stockholders of the Company, 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 accordance with the Company Bylaws) at such meeting of the Company’s 's stockholders; ; (ii) to affirmatively vote and cause to be voted all of its Subject Shares in favor of (“"for”"), or, if action is to be taken by written consent in lieu of a meeting of the Company’s '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 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 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 6.02 of the Merger Agreement, and (3) any agreement (including, without limitation, any amendment, waiver, release from, or non-enforcement of any agreement), any amendment, supplement, modification or restatement of the Company Charter or the Company Bylaws, or any other action (or failure to act), to the extent such agreement, amendment, supplement, modification or 2 restatement or other action or failure to act is intended or would reasonably be expected to prevent, interfere with, impair or delay the consummation of the Merger or the Transactions. (b) Each Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would violate, or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, the provisions and agreements set forth in this Article II.

Agreement to Vote the Subject Shares. (a) From The Securityholder hereby unconditionally and after irrevocably agrees that, during the date hereof until the termination of this Agreement in accordance with Section 5.1 hereofVoting Period, at any duly called meeting of the Company’s stockholders of the Company (and at any or any adjournment all adjournments or postponement postponements thereof), however called, and, except for clause (i) below, and in connection with any action proposed to be taken by written consent of the stockholders of the 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, each Stockholder agrees to take the following actions (Securityholder shall, if a meeting is called, appear at the meeting, in person or to by proxy, or otherwise cause the applicable holder of record of its Subject Shares to take be counted as present thereat for purposes of establishing a quorum, and the following actions): Securityholder shall vote or consent (i) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and or cause to be voted or consented)), in person or by proxy, all of its Subject Shares (a) 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 the Transactions (and any actions required in furtherance thereof), (b) against any action, proposal, transaction or agreement that would result in a breach in any material respect of any representation, warranty, covenant, obligation or agreement of the transactions contemplated by Company contained in the Merger Agreement, including (c) in any other circumstance upon which a consent or other approval is required under the MergerOrganizational Documents of the Company or otherwise sought with regards to, to or in connection with, the extent that such matters are submitted for a vote at Merger Agreement or the Transaction, in favor thereof, and (d) against any such meeting Alternative Transaction and any other action or are the subject of proposal involving Company or 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 wouldsubsidiaries that is intended, 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 6.02 of the Merger Agreement, and (3) any agreement (including, without limitation, any amendment, waiver, release from, or non-enforcement of any agreement), any amendment, supplement, modification or restatement of the Company Charter or the Company Bylaws, or any other action (or failure to act)expected, to prevent, impede, interfere with, delay, postpone or adversely affect the extent such agreement, amendment, supplement, modification or restatement or other action or failure to act is intended Transactions in any material respect or would reasonably be expected to prevent, interfere with, impair result in any of Company’s closing conditions or delay the consummation of obligations under the Merger or the Transactions. (b) Each Stockholder Agreement not being satisfied. The Securityholder agrees not to to, and shall cause its affiliates not to, enter into any agreement agreement, commitment or commitment arrangement with any Person person, the effect of which would violate, be inconsistent with or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, violative of the provisions and agreements set forth contained in this Article II.

Agreement to Vote the Subject Shares. Each Stockholder hereby unconditionally and irrevocably agrees, severally but not jointly, with the Company (abut not with any of the other Stockholders) From and after that, during the date hereof until the termination of this Agreement in accordance with Section 5.1 hereofVoting Period, at any each duly called meeting of the Company’s stockholders of the Company (or and any adjournment or postponement thereof), however called, and, except for clause (i) below, and in connection with any action proposed to be taken by written consent of the stockholders of the CompanyCompany requested by the Company Board or undertaken as contemplated by the Transactions, each such Stockholder agrees to take shall, if a meeting is held, appear at the following actions (meeting, in person or to by proxy, or otherwise cause the applicable holder of record of its Subject Shares to take the following actions): be counted as present thereat for purposes of establishing a quorum, and it shall vote or consent (i) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and or cause to be voted or consented), in person or by proxy, all of its Subject Shares (a) in favor of (“for”), or, if action is to be taken by written consent in lieu of a meeting an amendment of the Company’s stockholderscertificate of incorporation to increase the number of authorized shares of Company Common stock from 50,000,000 shares to 250,000,000 shares (the “Charter Amendment Proposal”), deliver to the Company a duly executed affirmative written consent (b) in favor of the issuance of the shares of Company Common Stock pursuant to the Indenture (i) a Conversion Rate of 221.72949 shares of the Common Stock per $1,000 principal amount of the Notes, as adjusted pursuant to Section 5.05(e) of the Indenture, (ii) the issuance by the Company of Additional Notes, if and when issued by the Company, (iii) the conversion of all Notes (including PIK Notes) without any limitation of the Pre-Approval Conversion Ratio (as defined in the Indenture) and (iv) the issuance of shares of Common Stock upon conversion of Notes in connection with a Qualified Merger Conversion to the extent the number of Shares issuable upon such conversion would exceed the number of shares of Common Stock issuable at the otherwise then-current Conversion Rate (together, the “forShare Issuance”, such proposal, the “Share Issuance Proposal”)), (c) in favor of an additional 4,300,000 shares of common stock to be issued pursuant to an incentive compensation plan (or amendment to the Company’s 2019 Long-Term Incentive Plan) to be approved by the Company’s board of directors together with other customary incentive plan terms subject to approval by the Company’s stockholders (the “Incentive Plan Proposal”), the adoption (d) in favor of any proposal to adjourn or postpone such meeting of the Merger Agreement stockholders of the Company to a later date if there are not sufficient votes to approve the Charter Amendment Proposal, the Share Issuance Proposal and the approval of all of the 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)Incentive Plan Proposal, (2e) against any action, proposal, transaction or agreement that would be reasonably likely 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 in any respect of any representation, warranty, covenant, representation, warranty obligation or other obligations agreement of the Company contained in the Subscription Agreement, the Indenture or the Investor Rights Agreements, (f) in favor of the proposals, including Charter Amendment Proposal, the Share Issuance Proposal and the Incentive Plan Proposal, set forth in the Merger Agreement or (y) Company’s proxy statement to be filed by the failure of any of Company with the conditions SEC relating to the obligations of Parent or Merger Sub to consummate Transactions (including any proxy supplement thereto, the Merger and the other transactions contemplated by the Merger Agreement set forth in Sections 6.01 and 6.02 of the Merger Agreement“Proxy Statement”), and (3g) against any agreement (including, without limitation, any amendment, waiver, release from, or non-enforcement of any agreement), any amendment, supplement, modification or restatement proposal in opposition to approval of the Company Charter Amendment Proposal, the Share Issuance Proposal and the Incentive Plan Proposal or inconsistent with the Company BylawsSubscription Agreement, or any other action (or failure to act)the Investor Rights Agreements and Indenture in each case, to the extent such agreement, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected to prevent, interfere with, impair or delay the consummation regardless of the Merger or terms thereof. Each of the Transactions. (b) Each Stockholder Stockholders agrees not to to, and shall cause its Affiliates not to, enter into any agreement agreement, commitment or commitment arrangement with any Person person, the effect of which would violate, be inconsistent with or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, in violation of the provisions and agreements set forth contained in this Article II.

Agreement to Vote the Subject Shares. (a) From Each Stockholder, solely in its capacity as such, and after 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 5.1 hereof6.1 (such period, the “Effective Term”), 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 thereof of the stockholders of the Company, each Stockholder agrees to take the following actions (however called, or to cause the applicable holder of record of its Subject Shares to take the following actions): (i) to appear and be present (in accordance connection with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its Subject Shares in favor of (“for”), or, if action is to be taken by any written consent in lieu of such 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 meeting quorum, and each such Stockholder shall vote (or cause to be voted) or act by written consent with respect to all of the Company’s stockholders, deliver to Subject Shares and any other voting securities of the Company a duly executed affirmative written consent 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 (“for”), the adoption and approval of the Merger Agreement and the approval of all of the 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 approval of the terms thereof and each of the other transactions actions contemplated by the Merger Agreement set forth in Sections 6.01 and 6.02 of the Merger this Agreement, and including any other action reasonably requested by Parent in furtherance thereof, (3y) against any agreement action (including, without limitation, any amendment, waiver, release from, motion to adjourn or non-enforcement postpone a meeting of any agreement), any amendment, supplement, modification or restatement stockholders of the Company Charter at which any matters contemplated by the Merger Agreement or this Agreement (collectively, the Company Bylaws“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 action obligation or agreement of the Company in any Transaction Document to which it is a party, or of such Stockholder under this Agreement, and (z) without limiting the preceding clause (y) and except as otherwise agreed to in writing in advance by Merger Sub, against the following actions (other than the Merger and the transactions contemplated by the Transaction Documents): (i) any extraordinary corporate transaction, such as a merger, share exchange, arrangement, reorganization, consolidation, business combination, recapitalization, liquidation, dissolution or failure to act), to similar transaction involving the extent such agreement, amendment, supplement, modification Company or restatement any of its respective Subsidiaries; (ii) any approval or consent regarding any Acquisition Transaction; (iii) any change in the Persons who constitute the board of directors of the Company other than filling vacancies in connection with voluntary resignations or the appointment of Parent nominees; or (iv) any other action involving the Company or failure to act any of its Subsidiaries that is intended intended, or would reasonably be expected expected, to preventimpede in any material respect, interfere with, impair delay, postpone, or delay the consummation of adversely affect the Merger or any of the Transactionstransactions contemplated by the Transaction Documents or any other agreement referred to therein. (b) Each Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would violate, or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, the provisions and agreements set forth in this Article II.

Agreement to Vote the Subject Shares. (a) From and after The 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 in accordance with Section 5.1 hereof(such period, the "Voting Period"), at any meeting of the Company’s stockholders (or any adjournment or postponement thereof)) of the holders of any class or classes of the capital stock of the Company, however called, and, except for clause (i) below, or in connection with any action proposed to be taken by written consent of the stockholders holders of any class or classes of the capital stock of the Company, each the Stockholder agrees to take the following actions shall vote (or to cause the applicable holder of record of its Subject Shares to take the following actions): (i) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its voted) the Subject Shares (x) in favor of (“for”), or, if action is to be taken by written consent in lieu of a meeting the Merger and the approval of the Company’s stockholders, deliver to the Company a duly executed affirmative written consent in favor of (“for”), the adoption terms of the Merger Agreement and each of the approval other transactions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof, (y) against any action, transaction or agreement that the Stockholder knows would result in a breach in any respect of all any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries under the Merger Agreement or of the Stockholder under this Agreement and (z) except as otherwise agreed to in writing in advance by Parent, against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement, including the MergerPHFL Offer and the sale of the Company's equity interests in PHFT): (i) any extraordinary corporate transaction, to such as a merger, consolidation or other business combination involving the extent that such matters are submitted for Company or any of its Subsidiaries and any Acquisition Proposal; (ii) a vote at sale, lease or transfer of all or substantially all of the assets of the Company or any such meeting of its Subsidiaries, or are a reorganization, recapitalization, dissolution or liquidation of the subject Company or any of any such written consentits Subsidiaries (each of the actions in (i) or (ii), a "Business Combination"); and and (iii) to vote (A) any change in the Persons who constitute the board of directors of the Company; (B) any change in the present capitalization of the Company or any amendment of the Company's Articles of Amendment and cause to be voted all Restatement or Bylaws; (C) any other material change in the Company's corporate structure or business; or (D) any other action involving the Company or any of its Subject Shares againstSubsidiaries that is intended, and not provide any written consent with respect or could reasonably be expected, to impede, interfere with, delay, postpone, or for, adversely affect the adoption or approval of (1) any Acquisition Proposal (Merger 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 this 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 6.02 of the Merger Agreement. The Stockholder hereby agrees that the Stockholder shall not, and (3) shall cause its Affiliates not to, enter into any agreement, letter of intent, agreement (including, without limitation, in principle or understanding with any amendment, waiver, release fromPerson that violates or conflicts with, or non-enforcement of any agreement), any amendment, supplement, modification or restatement of the Company Charter or the Company Bylaws, or any other action (or failure to act), to the extent such agreement, amendment, supplement, modification or restatement or other action or failure to act is intended or would could reasonably be expected to prevent, interfere violate or conflict with, impair or delay the consummation of the Merger or the Transactions. (b) Each Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would violate, or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, the provisions and agreements set forth contained in this Article IIAgreement or the Merger Agreement.

Agreement to Vote the Subject Shares. (a) From and after 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 in accordance with Section 5.1 hereof(such period, the "VOTING PERIOD"), at any meeting of the Company’s stockholders (or any adjournment or postponement thereof)) of Dreyer's stockholders, however called, and, except for clause such Stockholder shall be present at such meeting and shall vote (i) below, in connection with any action proposed or cause to be taken by written consent of the stockholders of the Company, each Stockholder agrees to take the following actions (or to cause the applicable holder of record of voted) its Subject Shares to take the following actions): (ix) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its Subject Shares 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 approval and adoption of the Merger Agreement Agreement, the Merger and the approval transactions contemplated 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 all any covenant, representation or warranty or any other obligation or agreement of Dreyer's contained in the Merger Agreement or of any Stockholder contained in this Agreement, and (z) except with the written consent of Nestle, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (i) any Business Combination Proposal; and (ii) (A) any change in the Persons who constitute the board of directors of Dreyer's that is not approved in advance by at least a majority of the persons who were directors of Dreyer's as of the date of this Agreement (or their successors who were so approved); (B) any material change in the capitalization of Dreyer's or any amendment of Dreyer's certificate of incorporation or bylaws; (C) any other material change in Dreyer's corporate structure or business; or (D) any other action or proposal involving Dreyer's or any of its subsidiaries that is intended, including the Mergeror could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect 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; PROVIDED, HOWEVER, that nothing in this Agreement set forth shall limit or affect any signatory hereto solely in Sections 6.01 and 6.02 his capacity as a member of the Merger Agreementboard 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 (3) any agreement (including, without limitation, any amendment, waiver, release from, for purposes of recording the results of such vote or non-enforcement of any agreement), any amendment, supplement, modification or restatement of the Company Charter or the Company Bylaws, or any other action (or failure to act), to the extent such agreement, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected to prevent, interfere with, impair or delay the consummation of the Merger or the Transactions. (b) consent. Each Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would violate, be inconsistent with or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, violative of the provisions and agreements set forth contained in this Article IIAgreement or the Merger Agreement.

Agreement to Vote the Subject Shares. (a) From and after Each Shareholder, in its capacity as such, hereby agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 5.1 hereof(such period, the "Voting Period"), at any meeting of the Company’s stockholders (or any adjournment or postponement thereof)) of ------------- the Company's shareholders, however called, and, except for clause (i) below, or in connection with any action proposed to be taken by written consent of the stockholders of the Company's shareholders, each Stockholder agrees to take the following actions such Shareholder shall vote (or cause to cause the applicable holder of record of be voted) its Subject Shares to take the following actions): (ix) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its Subject Shares 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 the terms of the 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 (and any actions required in Sections 6.01 and 6.02 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 contained in the Merger Agreement or of any Shareholder contained in this Agreement, and (3z) except with the written consent of Parent, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (i) any agreement Acquisition Proposal; and (including, without limitation, ii) (A) any amendment, waiver, release from, or non-enforcement change in the persons who constitute the board of any agreement), any amendment, supplement, modification or restatement directors of the Company Charter or that is not approved in advance by at least a majority of the persons who were directors of the Company Bylaws, 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 failure to act)proposal involving the Company or any of its subsidiaries that is intended, or could reasonably be expected, to the extent such agreementprevent, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected to preventimpede, interfere with, impair delay, postpone or delay adversely affect the consummation 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 Merger board of directors of the Company nominated by, or appointed at the Transactions. (b) 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 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. Each Stockholder Shareholder agrees not to enter into any agreement or commitment with any Person the effect of which would violate, be inconsistent with or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, violative of the provisions and agreements set forth contained in this Article II.

Agreement to Vote the Subject Shares. (a) From Each Stockholder hereby unconditionally and after irrevocably agrees that, during the date hereof until the termination of this Agreement in accordance with Section 5.1 hereofVoting Period, at any duly called meeting of the Company’s stockholders of Parent (or any adjournment or postponement thereof), however called, and, except for clause (i) below, and in connection with any action proposed to be taken by written consent of the stockholders of Parent requested by Parent’s board of directors or undertaken as contemplated by the CompanyTransactions, each such Stockholder agrees to take shall, if a meeting is held, appear at the following actions (meeting, in person or to by proxy, or otherwise cause the applicable holder of record of its Subject Shares to take the following actions): be counted as present thereat for purposes of establishing a quorum, and it shall vote or consent (i) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and or cause to be voted or consented), in person or by proxy, all of its Subject Shares (a) 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 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 Transactions (and the transactions contemplated therebyany actions required in furtherance thereof), (2b) against any action, proposal, 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 that would reasonably be expected to, result in (x) a breach by the Company in any respect of any representation, warranty, covenant, representation, warranty obligation or other obligations of the Company set forth in the Merger Agreement or (y) the failure of any of the conditions to the obligations agreement of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by the Merger Agreement set forth contained in Sections 6.01 and 6.02 of the Merger Agreement, and (3c) any agreement in favor of the proposals set forth in the proxy statement (including, without limitation, any amendment, waiver, release from, or non-enforcement in favor of any agreementthe 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 (d) except as set forth in the Preliminary Proxy, against the following actions or proposals (other than the Transactions): (i) any amendment, supplement, modification Acquisition Transaction or restatement any proposal in opposition to approval of the Company Charter Merger Agreement or in competition with or materially inconsistent with the Company Bylaws, Merger Agreement; and (ii) (A) any material change in the present capitalization of Parent or any amendment of the certificate of incorporation or bylaws of Parent; (B) any change in Parent’s corporate structure or business; or (C) any other action (or failure to act)proposal involving Parent or any of its subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect in any material respect the extent such agreement, amendment, supplement, modification or restatement or other action or failure to act is intended Transactions or would reasonably be expected to prevent, interfere with, impair or delay the consummation result in any of the conditions to Parent’s obligations under the Merger or Agreement not being fulfilled. Each of the Transactions. (b) Each Stockholder Stockholders agrees not to to, and shall cause its Affiliates not to, enter into any agreement agreement, commitment or commitment arrangement with any Person person the effect of which would violate, be inconsistent with or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, violative of the provisions and agreements set forth contained in this Article II.

Agreement to Vote the Subject Shares. (a) From Each Stockholder hereby unconditionally and after irrevocably agrees that, during the date hereof until the termination of this Agreement in accordance with Section 5.1 hereofVoting Period, at any duly called meeting of the Company’s stockholders of the Company (or any adjournment or postponement thereof), however called, and, except for clause (i) below, and in connection with any action proposed to be taken by written consent of the stockholders of the Company requested by the Company’s board of directors or undertaken as contemplated by the Transactions, each such Stockholder agrees to take shall, if a meeting is held, appear at the following actions (meeting, in person or to by proxy, or otherwise cause the applicable holder of record of its Subject Shares to take the following actions): be counted as present thereat for purposes of establishing a quorum, and it shall vote or consent (i) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and or cause to be voted or consented), in person or by proxy, all of its Subject Shares (a) 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 Purchase Agreement and the approval of all of the 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 Transactions (and the transactions contemplated therebyany actions required in furtherance thereof), (2b) 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 contained in the Purchase Agreement, (c) in favor of the election of the members of the board of directors of the Company, as well as the composition of the classes and committees thereof, in each case as set forth on Schedule II, subject to be takenany changes as the Seller may indicate in writing to the Company from time to time (provided the Seller has a legitimate business reason for making any such change), consummated or entered into (d) in favor of the proposals set forth in the proxy statement filed by the Company thatwith the SEC relating to the Offer and the Transactions (the “Preliminary Proxy”) and (e) except as set forth in the Preliminary Proxy, if so taken, consummated against the following actions or entered into by proposals (other than the Transactions): (i) any Acquisition 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 present capitalization of the Company wouldor any amendment of the certificate of incorporation or bylaws of the Company; (B) any change in the Company’s corporate structure or business; or (C) any other action or proposal involving the Company or any of its subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect in any material respect the Transactions or would reasonably be expected to, 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 Company’s obligations of Parent or Merger Sub to consummate under the Merger and the other transactions contemplated by the Merger Purchase Agreement set forth in Sections 6.01 and 6.02 not being fulfilled. Each of the Merger AgreementStockholders agrees not to, and (3) any agreement (includingshall cause its Affiliates not to, without limitation, any amendment, waiver, release from, or non-enforcement of any agreement), any amendment, supplement, modification or restatement of the Company Charter or the Company Bylaws, or any other action (or failure to act), to the extent such agreement, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected to prevent, interfere with, impair or delay the consummation of the Merger or the Transactions. (b) Each Stockholder agrees not to enter into any agreement agreement, commitment or commitment arrangement with any Person person the effect of which would violate, be inconsistent with or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, violative of the provisions and agreements set forth contained in this Article II.

Agreement to Vote the Subject Shares. (a) From The Stockholder hereby unconditionally and after irrevocably agrees that, during the date hereof until the termination of this Agreement in accordance with Section 5.1 hereofVoting Period, at any duly called annual or special meeting of the Company’s stockholders of the Company (or any adjournment or postponement thereof), however called, and, except for clause (i) below, and in connection with any action proposed to be taken by written consent of the stockholders of the Company requested by the Company’s board of directors or undertaken as contemplated by the Transactions, each the Stockholder agrees to take shall, if a meeting is held, appear at the following actions (meeting, in person or to by proxy, or otherwise cause the applicable holder of record of its his Subject Shares to take be counted as present thereat for purposes of establishing a quorum, and the following actions): Stockholder shall vote or consent (i) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and or cause to be voted or consented), in person or by proxy, all of its his Subject Shares (a) in favor of (“for”), or, if action is to be taken by written consent in lieu of a meeting the issuance of the Company’s stockholders, deliver to the Company a duly executed affirmative written consent in favor of (“for”), the adoption Class A Common Stock upon exercise of the Merger Agreement and the approval of all of the transactions contemplated by the Merger Agreement, including the Merger, Pre-Funded Warrants to the extent that such matters are submitted for a vote at issuance and delivery of shares of the Class A Common Stock, taken together with the issuance of all shares of Class A Common Stock pursuant to the Merger Agreement, would exceed 19.99% of the issued and outstanding shares of Common Stock immediately prior to the closing of the Merger (the “Nasdaq Ownership Limitation”, and such proposal, the “Nasdaq Compliance Proposal”), and (b) in favor of any proposal to adjourn or postpone 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 stockholders of the Company to a later date if there are not sufficient votes to approve the Nasdaq Compliance Proposal, and (c) in favor of any other proposals 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 6.02 of the Merger AgreementProxy Statement, and (3d) against any agreement proposal in opposition to approval of the Nasdaq Compliance Proposal or in competition with or materially inconsistent with the Nasdaq Compliance Proposal and (includinge) against any action, without limitationproposal, any amendment, waiver, release fromtransaction, or non-enforcement of any agreement), any amendment, supplement, modification or restatement of the Company Charter or the Company Bylaws, or any other action (or failure to act), to the extent such agreement, amendment, supplement, modification or restatement or other action or failure to act is intended or would agreement that could reasonably be expected to preventimpede, interfere with, impair delay, discourage, adversely affect, or delay inhibit the consummation elimination of the Nasdaq Ownership Limitation and/or the fulfillment of the Company’s obligations under the Merger or Agreement with respect to the Transactions. (b) Each issuance of Class A Common Stock and/or Pre-Funded Warrants. The Stockholder agrees not to and shall cause his Affiliates not to enter into any agreement agreement, commitment or commitment arrangement with any Person Person, the effect of which would violate, be inconsistent with or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, violative of the provisions and agreements set forth contained in this Article II.

Agreement to Vote the Subject Shares. (a) From and after The 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 in accordance with Section 5.1 hereof(such period, the "VOTING PERIOD"), at any meeting of the Company’s stockholders (or any adjournment or postponement thereof)) of the holders of any class or classes of the capital stock of the Company, however called, and, except for clause (i) below, or in connection with any action proposed to be taken by written consent of the stockholders holders of any class or classes of the capital stock of the Company, each the Stockholder agrees to take the following actions shall vote (or to cause the applicable holder of record of its Subject Shares to take the following actions): (i) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its voted) the Subject Shares (x) in favor of (“for”), or, if action is to be taken by written consent in lieu of a meeting the Merger and the approval of the Company’s stockholders, deliver to the Company a duly executed affirmative written consent in favor of (“for”), the adoption terms of the Merger Agreement and each of the approval other transactions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof, (y) against any action, transaction or agreement that the Stockholder knows would result in a breach in any respect of all any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries under the Merger Agreement or of the Stockholder under this Agreement and (z) except as otherwise agreed to in writing in advance by Parent, against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement, including the MergerPHFL Offer and the sale of the Company's equity interests in PHFT): (i) any extraordinary corporate transaction, to such as a merger, consolidation or other business combination involving the extent that such matters are submitted for Company or any of its Subsidiaries and any Acquisition Proposal; (ii) a vote at sale, lease or transfer of all or substantially all of the assets of the Company or any such meeting of its Subsidiaries, or are a reorganization, recapitalization, dissolution or liquidation of the subject Company or any of any such written consentits Subsidiaries (each of the actions in (i) or (ii), a "BUSINESS COMBINATION"); and and (iii) to vote (A) any change in the Persons who constitute the board of directors of the Company; (B) any change in the present capitalization of the Company or any amendment of the Company's Articles of Amendment and cause to be voted all Restatement or Bylaws; (C) any other material change in the Company's corporate structure or business; or (D) any other action involving the Company or any of its Subject Shares againstSubsidiaries that is intended, and not provide any written consent with respect or could reasonably be expected, to impede, interfere with, delay, postpone, or for, adversely affect the adoption or approval of (1) any Acquisition Proposal (Merger 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 this 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 6.02 of the Merger Agreement. The Stockholder hereby agrees that the Stockholder shall not, and (3) shall cause its Affiliates not to, enter into any agreement, letter of intent, agreement (including, without limitation, in principle or understanding with any amendment, waiver, release fromPerson that violates or conflicts with, or non-enforcement of any agreement), any amendment, supplement, modification or restatement of the Company Charter or the Company Bylaws, or any other action (or failure to act), to the extent such agreement, amendment, supplement, modification or restatement or other action or failure to act is intended or would could reasonably be expected to prevent, interfere violate or conflict with, impair or delay the consummation of the Merger or the Transactions. (b) Each Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would violate, or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, the provisions and agreements set forth contained in this Article IIAgreement or the Merger Agreement.

Agreement to Vote the Subject Shares. (a) From and after Holder, solely in Holder's capacity as a stockholder of Xxxxx, hereby agrees that during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 5.1 hereof(such period, the "Voting Period"), at any meeting of the Company’s stockholders (or any adjournment or postponement thereof)) of the holders of any class or classes of the capital stock of Xxxxx, however called, and, except for clause (i) below, or in connection with any action proposed to be taken by written consent of the stockholders holders of any class or classes of the Companycapital stock of Xxxxx, each Stockholder agrees to take the following actions Holder shall vote (or cause to cause the applicable holder of record of its be voted) Holder's Subject Shares to take the following actions): (i) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its Subject Shares in favor of (“for”), or, if action is to be taken by written consent in lieu of a meeting the approval and adoption of the Company’s stockholders, deliver to the Company a duly executed affirmative written consent in favor of (“for”), the adoption terms of the Merger Agreement and the approval each of all of the 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 (and any actions required in Sections 6.01 and 6.02 furtherance thereof) at every meeting of the stockholders of Xxxxx (or in connection with any written consent) at which such matters are considered and at every adjournment thereof, (ii) 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 Xxxxx or any of its subsidiaries under the Merger Agreement or of Holder under this Agreement, and (iii) except as otherwise agreed to in writing in advance by Frontier, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Xxxxx or any of its subsidiaries and any Xxxxx Acquisition Proposal; (B) any sale, lease or transfer of a significant part of the assets (other than sales of current assets in the ordinary course of business) of Xxxxx or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of Xxxxx or any of its subsidiaries (each of the actions in clauses (A) or (B), a "Business Combination"); and (C)(1) any change in the persons who constitute the board of directors of Xxxxx that is not approved in advance by at least a majority of the persons who were directors of Xxxxx as of the date of this Agreement (or their successors who were so approved); (2) any change in the present capitalization of Xxxxx or any amendment of Holly's certificate of incorporation or bylaws; (3) any agreement other material change in Holly's corporate structure or business; or (including, without limitation, any amendment, waiver, release from, or non-enforcement of any agreement), any amendment, supplement, modification or restatement of the Company Charter or the Company Bylaws, or 4) any other action (or failure to act)proposal involving Xxxxx or any of its subsidiaries that is intended, or could reasonably be expected, to the extent such agreementprevent, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected to preventimpede, interfere with, impair delay, postpone, or delay adversely affect the consummation of transactions contemplated by the Merger Agreement. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the Transactions. (b) Each Stockholder results of such vote or consent. Holder agrees not to enter into any agreement, letter of intent, agreement in principle or commitment understanding with any Person the effect of which would violate, person that violates or prevent, impair conflicts with or delay such Stockholder from performing such Stockholder’s obligations under, could reasonably be expected to violate or conflict with the provisions and agreements set forth contained in this Article IIAgreement or the Merger Agreement. For the avoidance of doubt, this Agreement is intended to constitute a voting agreement entered into under Section 218(a) of the Delaware General Corporation Law for the duration of the Voting Period.

Agreement to Vote the Subject Shares. (a) From and after Each Lazard Party hereby agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 5.1 hereof(such period, the “Voting Period”), 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 stockholders of the Company, 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 accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its Subject Shares 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 however called, or in connection with any written consent of the of the Company’s stockholders, the Stockholder shall vote (or cause to be voted) the Subject Shares (x) in favor of the Company Voting Proposal (“for”and any actions directly required in furtherance thereof), (y) against any action, proposal, transaction or agreement which, to the adoption knowledge of any Lazard Party, is intended to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of any Lazard Party under this Agreement, and (z) except as otherwise agreed to in writing in advance by Parent, against the approval of all of following actions or 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 is not 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, including any change in the Mergerpresent capitalization of the Company or any amendment of the Company’s 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, to the extent that such matters are submitted for a vote at any such meeting or are the subject knowledge of any such written consent; and (iii) to vote and cause to be voted all of its Subject Shares againstLazard Party, 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 wouldis intended, or would could reasonably be expected toexpected, result in (x) a breach by to prevent, impede, interfere with, materially delay or materially adversely affect 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 Agreement. Any such vote shall be cast or consent shall be given in Sections 6.01 accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and 6.02 for purposes of recording the Merger Agreement, and (3) any agreement (including, without limitation, any amendment, waiver, release from, results of such vote or non-enforcement of any agreement), any amendment, supplement, modification or restatement of the Company Charter or the Company Bylaws, or any other action (or failure to act), to the extent such agreement, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected to prevent, interfere with, impair or delay the consummation of the Merger or the Transactions. (b) consent. Each Stockholder Lazard Party agrees not to enter into any agreement, letter of intent, agreement in principle or commitment understanding with any Person the effect of which would violate, that violates or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, conflicts with the provisions and agreements set forth contained in this Article IIAgreement.

Agreement to Vote the Subject Shares. (a) From and after the date hereof until the termination of this Agreement in accordance with Section 5.1 hereof, at any meeting of the CompanyTarget’s stockholders Shareholders (or any adjournment or postponement thereof), however called, and, except for clause (i) below, or in connection with any action proposed to be taken by written consent or other action of the stockholders Target’s Shareholders, the Shareholder shall vote (or cause to be voted) all of the Company, each Stockholder agrees to take the following actions (or to cause the applicable holder of record of its Shareholder’s Subject Shares to take the following actions):extent that the Subject Shares are not so voted by Parent (or its designee) pursuant to Section 2.2: (i) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its Subject Shares in favor of (“for”), or, if action is to be taken by written consent in lieu of a meeting the adoption and approval of the Company’s stockholders, deliver to the Company a duly executed affirmative written consent in favor terms of (“for”), the adoption of the Merger Agreement and the approval of all of the 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 (and any actions required in furtherance thereof); (ii) against any action, proposal, transaction or agreement that would directly or indirectly result in a breach of any covenant, representation, warranty or other obligation or agreement of Target set forth in Sections 6.01 and 6.02 the Merger Agreement or of the Shareholder set forth in this Agreement; and (iii) except with the prior written consent of Parent, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement, and ): (3A) any agreement Acquisition Proposal; (including, without limitation, B) any amendment, waiver, release from, change in the persons who constitute the board of directors of Target; (C) any material change in the present capitalization of Target or non-enforcement any amendment of Target’s certificate of incorporation or bylaws; (D) any agreement), any amendment, supplement, modification other material change in Target’s corporate structure or restatement of the Company Charter business; or the Company Bylaws, or (E) any other action (or failure to act)proposal involving Target or any of its Subsidiaries that is intended, to the extent such agreement, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected expected, to prevent, impede, interfere with, impair delay, postpone or delay adversely affect the consummation of transactions contemplated by the Merger or the TransactionsAgreement. (b) Each Stockholder 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. The Shareholder agrees not to enter into any agreement or commitment with any Person the effect of which would violate, violate or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, be inconsistent with the provisions and agreements set forth in this Article II. (c) Notwithstanding the foregoing, at no time and in no event shall the shares of Common Stock subject to this Article II exceed nineteen and nine-tenths percent (19.9%) of the outstanding capital stock of the Company (the “Maximum Restricted Amount”), and if the Subject Shares exceed the Maximum Restricted Amount, then only such number of shares as equals the Maximum Restricted Amount shall be subject to this Article II.

Agreement to Vote the Subject Shares. (a) From The Company Securityholder hereby unconditionally and after irrevocably agrees that, during the date hereof until the termination of this Agreement in accordance with Section 5.1 hereofVoting Period, at any duly called meeting of the Company’s stockholders of the Company (and at any or any adjournment all adjournments or postponement postponements thereof), however called, and, except for clause (i) below, and in connection with any action proposed to be taken by written consent of the stockholders of the 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, each Stockholder agrees to take the following actions (Company Securityholder shall, if a meeting is called, appear at the meeting, in person or to by proxy, or otherwise cause the applicable holder of record of its Subject Shares to take the following actions): (i) to appear be counted as present thereat for purposes of establishing a quorum, and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; Securityholder shall vote or consent (ii) to affirmatively vote and or cause to be voted or consented)), in person or by proxy, all of its Subject Shares (a) 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 the Transactions (and any actions required in furtherance thereof), (b) against any action, proposal, transaction or agreement that would result in a breach in any material respect of any representation, warranty, covenant, obligation or agreement of the transactions contemplated by Company contained in the Merger Agreement, including (c) in any other circumstance upon which a consent or other approval is required under the MergerOrganizational Documents of the Company or otherwise sought with regards to, to or in connection with, the extent that such matters are submitted for a vote at Merger Agreement or the Transaction, in favor thereof, and (d) against any such meeting Alternative Transaction and any other action or are the subject of proposal involving Company or 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 wouldsubsidiaries that is intended, 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 6.02 of the Merger Agreement, and (3) any agreement (including, without limitation, any amendment, waiver, release from, or non-enforcement of any agreement), any amendment, supplement, modification or restatement of the Company Charter or the Company Bylaws, or any other action (or failure to act)expected, to prevent, impede, interfere with, delay, postpone or adversely affect the extent such agreement, amendment, supplement, modification or restatement or other action or failure to act is intended Transactions in any material respect or would reasonably be expected to prevent, interfere with, impair result in any of Company’s closing conditions or delay the consummation of obligations under the Merger or the Transactions. (b) Each Stockholder Agreement not being satisfied. The Company Securityholder agrees not to to, and shall cause its affiliates not to, enter into any agreement agreement, commitment or commitment arrangement with any Person person, the effect of which would violate, be inconsistent with or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, violative of the provisions and agreements set forth contained in this Article II.

Agreement to Vote the Subject Shares. (a) From and after Holder, solely in Holder's capacity as a stockholder of Holly, hereby agrees that during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 5.1 hereof(such period, the "Voting Period"), at any meeting of the Company’s stockholders (or any adjournment or postponement thereof)) of the holders of any class or classes of the capital stock of Holly, however called, and, except for clause (i) below, or in connection with any action proposed to be taken by written consent of the stockholders holders of any class or classes of the Companycapital stock of Holly, each Stockholder agrees to take the following actions Holder shall vote (or cause to cause the applicable holder of record of its be voted) Holder's Subject Shares to take the following actions): (i) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its Subject Shares in favor of (“for”), or, if action is to be taken by written consent in lieu of a meeting the approval and adoption of the Company’s stockholders, deliver to the Company a duly executed affirmative written consent in favor of (“for”), the adoption terms of the Merger Agreement and the approval each of all of the 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 (and any actions required in Sections 6.01 and 6.02 furtherance thereof) at every meeting of the stockholders of Holly (or in connection with any written consent) at which such matters are considered and at every adjournment thereof, (ii) 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 Holly or any of its subsidiaries under the Merger Agreement or of Holder under this Agreement, and (iii) except as otherwise agreed to in writing in advance by Frontier, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Holly or any of its subsidiaries and any Holly Acquisition Proposal; (B) any sale, lease or transfer of a significant part of the assets (other than sales of current assets in the ordinary course of business) of Holly or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of Holly or any of its subsidiaries (each of the actions in clauses (A) or (B), a "Business Combination"); and (C)(1) any change in the persons who constitute the board of directors of Holly that is not approved in advance by at least a majority of the persons who were directors of Holly as of the date of this Agreement (or their successors who were so approved); (2) any change in the present capitalization of Holly or any amendment of Holly's certificate of incorporation or bylaws; (3) any agreement other material change in Holly's corporate structure or business; or (including, without limitation, any amendment, waiver, release from, or non-enforcement of any agreement), any amendment, supplement, modification or restatement of the Company Charter or the Company Bylaws, or 4) any other action (or failure to act)proposal involving Holly or any of its subsidiaries that is intended, or could reasonably be expected, to the extent such agreementprevent, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected to preventimpede, interfere with, impair delay, postpone, or delay adversely affect the consummation of transactions contemplated by the Merger Agreement. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the Transactions. (b) Each Stockholder results of such vote or consent. Holder agrees not to enter into any agreement, letter of intent, agreement in principle or commitment understanding with any Person the effect of which would violate, person that violates or prevent, impair conflicts with or delay such Stockholder from performing such Stockholder’s obligations under, could reasonably be expected to violate or conflict with the provisions and agreements set forth contained in this Article IIAgreement or the Merger Agreement. For the avoidance of doubt, this Agreement is intended to constitute a voting agreement entered into under Section 218(a) of the Delaware General Corporation Law for the duration of the Voting Period.

Agreement to Vote the Subject Shares. (a) From and after Each Shareholder, in 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 in accordance with Section 5.1 hereof(such period, the "Voting Period"), at any meeting of the Company’s stockholders (or any adjournment or postponement thereof)) of the Company's shareholders, however called, and, except for clause (i) below, or in connection with any action proposed to be taken by written consent of the stockholders of the Company's shareholders, each Stockholder agrees to take the following actions such Shareholder shall vote (or cause to cause the applicable holder of record of be voted) its Subject Shares to take the following actions): (ix) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its Subject Shares 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 the terms of the 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 (and any actions required in Sections 6.01 and 6.02 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 contained in the Merger Agreement or of any Shareholder contained in this Agreement, and (3z) except with the written consent of Ameris, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (i) any agreement Takeover Proposal; and (including, without limitation, ii) (A) any amendment, waiver, release from, or non-enforcement change in the persons who constitute the board of any agreement), any amendment, supplement, modification or restatement directors of the Company Charter or that is not approved in advance by at least a majority of the persons who were directors of the Company Bylaws, 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 failure to act)proposal involving the Company or any of its subsidiaries that is intended, or could reasonably be expected, to the extent such agreementprevent, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected to preventimpede, interfere with, impair delay, postpone or delay adversely affect the consummation of transactions contemplated by the Merger Agreement. 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 Transactions. (b) results of such vote or consent. Each Stockholder Shareholder agrees not to enter into any agreement or commitment with any Person the effect of which would violate, be inconsistent with or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, violative of the provisions and agreements set forth contained in this Article II.

Agreement to Vote the Subject Shares. (a) From The parties hereto hereby agree that from and after the date hereof until hereof, for as long as the termination Percentage Interest of this Agreement in accordance with Section 5.1 hereofShareholders exceeds five percent (5%), at any meeting of the Company’s stockholders shareholders (or any adjournment or postponement thereof), however called, and, except for clause (i) below, or in connection with any action proposed to be taken by written consent of the stockholders or other action of the Company’s shareholders, each Stockholder agrees to take the following actions Shareholders shall vote (or cause to cause be voted) all of the applicable holder of record of its Subject Shares to take beneficially owned by it and by Shareholder Group Members in the following actions): (i) to appear and be present (in accordance with the Company Bylaws) same proportion of votes cast for, against or abstain by all other holders of Capital Stock, except that at such any meeting of the Company’s stockholders; shareholders (ii) to affirmatively vote and cause to be voted all of its Subject Shares in favor of (“for”or any adjournment or postponement thereof), orhowever called, if or in connection with any action is to be taken by written consent in lieu of a meeting or other action of the Company’s stockholdersshareholders, deliver pursuant to the Company which holders of any class of Capital Stock are entitled to vote as a duly executed affirmative written consent in favor of separate class, Shareholders shall vote (“for”), the adoption of the Merger Agreement and the approval of or cause to be voted) all of the transactions contemplated shares of such class of Capital Stock beneficially owned by it and by Shareholder Group Members in 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 same proportion 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 votes cast for, against or abstain by all other holders of such class of 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 adoption results of such vote 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 6.02 of the Merger Agreement, and (3) any agreement (including, without limitation, any amendment, waiver, release from, or non-enforcement of any agreement), any amendment, supplement, modification or restatement of the Company Charter or the Company Bylaws, or any other action (or failure to act), to the extent such agreement, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected to prevent, interfere with, impair or delay the consummation of the Merger or the Transactions. (b) Each Stockholder agrees consent. Shareholders agree not to enter into any agreement or commitment with any Person the effect of which would violate, violate or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, be inconsistent with the provisions and agreements set forth in this Article 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). (b) Notwithstanding anything contained in Section 2.1(a), Shareholder Group Members shall not be required to vote (or cause to be voted) any or all of the Subject Shares beneficially owned by the relevant Shareholder Group Members as provided in Section 2.1(a) with respect to: (i) any merger, consolidation, combination, acquisition or sale of assets, reorganization or recapitalization, which, if consummated, would result in a Company Change of Control (except when the Company’s proposal is to merge with its wholly-owned Subsidiary); (ii) dissolution, liquidation or winding up involving the Company; and (iii) any matter which involves an alteration of any right of any class of Company Equity Securities. However, for the avoidance of doubt nothing in this Section 2.1(b) requires the Company to obtain the approval of the Company’s shareholders in circumstances where it is not otherwise being proposed to shareholders for approval.

Agreement to Vote the Subject Shares. (a) From Each Shareholder hereby unconditionally and after irrevocably agrees that, during the date hereof until the termination of this Agreement in accordance with Section 5.1 hereofVoting Period, at any duly called meeting of the Company’s stockholders shareholders of Buyer (or any adjournment or postponement thereof), however called, and, except for clause (i) below, and in connection with any action proposed to be taken by written consent of the stockholders shareholders of Buyer requested by Buyer’s board of directors or undertaken as contemplated by the CompanyTransactions, each Stockholder agrees to take such Shareholder shall, if a meeting is held, appear at the following actions (meeting, in person or to by proxy, or otherwise cause the applicable holder of record of its Subject Shares to take the following actions): be counted as present thereat for purposes of establishing a quorum, and it shall vote or consent (i) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and or cause to be voted or consented), in person or by proxy, all of its Subject Shares (a) 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 Transaction Agreement and the approval of all the Transactions and in favor of any proposal submitted to shareholders for approval in connection with the re-domestication of the transactions Company from the Cayman Islands to Delaware (the “Domestication”) (and any actions required in furtherance thereof), (b) against any action, proposal, transaction or agreement that would result in a breach in any respect of any representation, warranty, covenant, obligation or agreement of Buyer contained in 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 (e) except as set forth in the Proxy Statements, against the following actions or proposals: (i) any Buyer Acquisition Transaction 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 present capitalization of Buyer or any amendment of the memorandum and articles of incorporation of Buyer, except to the extent expressly 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 forTransaction Agreement , the adoption or approval of exhibits thereto and the Domestication, (1B) any Acquisition Proposal (and liquidation, dissolution or other change in Buyer’s corporate structure or business; provided that, for the transactions contemplated thereby)avoidance of doubt, the Domestication shall not be considered a change in Buyer’s corporate structure or business, (2C) any action, proposal, transaction or agreement to be takenthat would result in a breach in any material respect of any covenant, consummated representation or entered into by the Company thatwarranty or other obligation or agreement of a Shareholder under this Agreement, if so taken, consummated or entered into by the Company would(D) any other action or proposal involving Buyer or any of its subsidiaries that is intended, or would reasonably be expected toexpected, result in (x) a breach by to prevent, impede, interfere with, delay, postpone or adversely affect 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 6.02 of the Merger Agreement, and (3) any agreement (including, without limitation, any amendment, waiver, release from, or non-enforcement of any agreement), any amendment, supplement, modification or restatement of the Company Charter Domestication or the Company Bylaws, or any other action (or failure to act), to the extent such agreement, amendment, supplement, modification or restatement or other action or failure to act is intended Transactions or would reasonably be expected to prevent, interfere with, impair result in any of Buyer’s closing conditions or delay obligations under the consummation Transaction Agreement not being satisfied. Each of the Merger or the Transactions. (b) Each Stockholder Shareholders agrees not to to, and shall cause its Affiliates not to, enter into any agreement agreement, commitment or commitment arrangement with any Person Person, the effect of which would violate, be inconsistent with or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, violative of the provisions and agreements set forth contained in this Article II.

Agreement to Vote the Subject Shares. (a) From Subject to Section 2.3, Section 2.4 and after Section 2.5, each Stockholder hereby unconditionally and irrevocably agrees that, during the date hereof until the termination of this Agreement in accordance with Section 5.1 hereofVoting Period, at any duly called meeting of the Company’s stockholders of the Company (or any adjournment or postponement thereof), however called, and, except for clause (i) below, and in connection with any action proposed to be taken by written consent of the stockholders of the Company, each Stockholder agrees to take shall, if a meeting is held, appear at the following actions (meeting, in person or to by proxy, or otherwise cause the applicable holder of record of its Subject Shares to take the following actions): be counted as present thereat for purposes of establishing a quorum, and shall vote or consent (i) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and or cause to be voted all of or consented), in person or by proxy, its Subject Shares (a) 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 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 (and any actions required in Sections 6.01 and 6.02 furtherance thereof), (b) 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 contained in the Merger Agreement or of 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 AgreementAgreement pursuant to Section 8.1(c)(i)) that is an Acceptable Transaction, and (3d) against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (i) any agreement (including, without limitation, any amendment, waiver, release from, or non-enforcement of any agreement), any amendment, supplement, modification or restatement proposal in opposition to approval of the Company Charter Merger Agreement or in competition with or materially inconsistent with the Company Bylaws, or Merger Agreement; and (ii) any other action (or failure to act)proposal involving the Company or any Company Subsidiary that is intended, to the extent such agreement, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected expected, to prevent, impede, interfere with, impair delay, postpone or delay adversely affect the consummation transactions contemplated by the Merger Agreement or could reasonably be expected to result in any of the conditions to the Company’s obligations under the Merger or the Transactions. (b) Each Agreement not being fulfilled. Subject to Section 2.5, each Stockholder agrees not to to, and shall cause its Representatives not to, enter into any agreement agreement, commitment or commitment arrangement with any Person the effect of which would violate, be inconsistent with or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, violative of the provisions and agreements set forth contained in this Article 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. (a) From and after Each Stockholder hereby agrees that, during the date hereof until the termination of this Agreement in accordance with Section 5.1 hereofVoting Period, at any duly called meeting of the Company’s stockholders of the Company (or any adjournment or postponement thereof), however called, and, except for clause (i) below, and in connection with any action proposed to be taken by written consent of the stockholders of the Company, each such Stockholder agrees to take shall, if a meeting is held, appear at the following actions (meeting, in person or to by proxy, or otherwise cause the applicable holder of record of its Subject Shares to take the following actions): be counted as present thereat for purposes of establishing a quorum, and it shall vote or consent (i) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and or cause to be voted or consented), in person or by proxy, 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 Agreement, the Merger and the approval 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 all any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of any Stockholder contained in this Agreement, and (z) except with the written consent of Parent, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (i) any Diamond Acquisition Proposal (other than a Diamond Acquisition Proposal by Parent or its Affiliates); or (ii) any other action or proposal, involving the Company or any Diamond Subsidiary that would reasonably be expected to prevent or materially impede, interfere with, delay, postpone or adversely affect the 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 6.02 of the Merger Agreement, and (3) any agreement (including, without limitation, any amendment, waiver, release from, or non-enforcement of any agreement), any amendment, supplement, modification or restatement of the Company Charter or the Company Bylaws, or any other action (or failure to act), to the extent such agreement, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected to prevent, interfere with, impair or delay the consummation of the Merger or the Transactions. (b) . Each Stockholder agrees agrees, during the Voting Period, not to enter into any agreement or commitment with any Person to vote, grant a proxy or grant a power of attorney, or participate, directly or indirectly, in the effect “solicitation” of any “proxies” or consents (as such terms are used in the rules of the Securities and Exchange Commission) from any Person to vote in a manner which would violate, be inconsistent with or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, violative of the provisions and agreements set forth contained in this Article II.

Agreement to Vote the Subject Shares. (a) From and after 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 in accordance with Section 5.1 hereof(such period, the “Voting Period”), 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 stockholders of the Company, 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 accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its Subject Shares 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 however called, or in connection with any written consent of the of the Company’s stockholders, such Stockholder shall vote (or cause to be voted) its Subject Shares (x) in favor of (“for”), the adoption of the Merger Agreement and the approval of all the terms of the 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 (and any actions required in Sections 6.01 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 any Stockholder under this Agreement, and 6.02 (z) except as otherwise agreed to in writing in advance by Parent, against the following actions or 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 is not 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, and (3) any agreement (including, without limitation, any amendment, waiver, release from, or non-enforcement of any agreement), any amendment, supplement, modification or restatement change in the present capitalization of the Company Charter or any amendment of the Company Bylaws, Company’s charter or bylaws; (C) any other material change in the Company’s corporate structure or business; or (D) any other action (or failure to act)proposal involving the Company or any of its subsidiaries that is intended, or could reasonably be expected, to the extent such agreementprevent, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected to preventimpede, interfere with, impair delay, postpone or delay adversely affect the consummation of transactions contemplated by the Merger Agreement. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the Transactions. (b) results of such vote or consent. Each Stockholder agrees not to enter into any agreement, letter of intent, agreement in principle or commitment understanding with any Person the effect of which would violate, that violates or prevent, impair conflicts with or delay such Stockholder from performing such Stockholder’s obligations under, could reasonably be expected to violate or conflict with the provisions and agreements set forth contained in this Article IIAgreement or the Merger Agreement.

Agreement to Vote the Subject Shares. (a) From and after Affiliate, solely in Affiliate's capacity as a stockholder of Frontier, hereby agrees that during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 5.1 hereof(such period, the "Voting Period"), at any meeting of the Company’s stockholders (or any adjournment or postponement thereof)) of the holders of any class or classes of the capital stock of Frontier, however called, and, except for clause (i) below, or in connection with any action proposed to be taken by written consent of the stockholders holders of any class or classes of the Companycapital stock of Frontier, each Stockholder agrees to take the following actions Affiliate shall vote (or cause to cause the applicable holder of record of its be voted) Affiliate's Subject Shares to take the following actions): (i) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its Subject Shares in favor of (“for”), or, if action is to be taken by written consent in lieu of a meeting the approval and adoption of the Company’s stockholders, deliver to the Company a duly executed affirmative written consent in favor of (“for”), the adoption terms of the Merger Agreement and the approval each of all of the 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 (and any actions required in Sections 6.01 and 6.02 furtherance thereof) at every meeting of the stockholders of Frontier (or in connection with any written consent) at which such matters are considered and at every adjournment thereof, (ii) 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 Frontier or any of its subsidiaries under the Merger Agreement or of Affiliate under this Agreement, and (iii) except as otherwise agreed to in writing in advance by Xxxxx, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Frontier or any of its subsidiaries and any Xxxxx Acquisition Proposal; (B) any sale, lease or transfer of a significant part of the assets (other than sales of current assets in the ordinary course of business) of Frontier or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of Frontier or any of its subsidiaries (each of the actions in clauses (A) or (B), a "Business Combination"); and (C)(1) any change in the persons who constitute the board of directors of Frontier that is not approved in advance by at least a majority of the persons who were directors of Frontier as of the date of this Agreement (or their successors who were so approved); (2) any change in the present capitalization of Frontier or any amendment of Frontier's certificate of incorporation or bylaws; (3) any agreement other material change in Frontier's corporate structure or business; or (including, without limitation, any amendment, waiver, release from, or non-enforcement of any agreement), any amendment, supplement, modification or restatement of the Company Charter or the Company Bylaws, or 4) any other action (or failure to act)proposal involving Frontier or any of its subsidiaries that is intended, or could reasonably be expected, to the extent such agreementprevent, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected to preventimpede, interfere with, impair delay, postpone, or delay adversely affect the consummation of transactions contemplated by the Merger Agreement. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the Transactions. (b) Each Stockholder results of such vote or consent. Affiliate agrees not to enter into any agreement, letter of intent, agreement in principle or commitment understanding with any Person the effect of which would violate, person that violates or prevent, impair conflicts with or delay such Stockholder from performing such Stockholder’s obligations under, could reasonably be expected to violate or conflict with the provisions and agreements set forth contained in this Article IIAgreement or the Merger Agreement. For the avoidance of doubt, this Agreement is intended to constitute a voting agreement entered into under W.S. 00-00-000 of the Wyoming Business Corporation Act for the duration of the Voting Period.

Agreement to Vote the Subject Shares. (a) From and after Each Shareholder, in its capacity as such, hereby agrees that during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 5.1 hereof(such period, the "Voting Period"), at any meeting of the Company’s stockholders (or any adjournment or postponement thereof)) of the holders of any class or classes of the capital stock of the Company, however called, and, except for clause (i) below, or in connection with any action proposed to be taken by written consent of the stockholders holders of any class or classes of the capital stock of the Company, each Stockholder agrees to take the following actions such Shareholder shall vote (or to cause the applicable holder of record of its Subject Shares to take the following actions): (i) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its voted) the Subject Shares (a) in favor of (“for”), or, if action is to be taken by written consent in lieu of a meeting the Merger and the approval of the Company’s stockholders, deliver to the Company a duly executed affirmative written consent in favor of (“for”), the adoption terms of the Merger Agreement and the approval each of all of the 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 and this Agreement and any actions required in Sections 6.01 furtherance thereof, (b) against any action, 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 or any of its Subsidiaries under the Merger Agreement or of such Shareholder under this Agreement and 6.02 of (c) except as otherwise agreed to in writing in advance by Buyer, against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement, and ): (3i) any agreement extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries and any Acquisition Proposal; (includingii) a sale, without limitation, any amendment, waiver, release from, lease or non-enforcement transfer of any agreement), any amendment, supplement, modification or restatement a significant part of the assets of the Company Charter or any of its Subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company Bylawsor any of its Subsidiaries (each of the actions in (i) or (ii), a "Business Combination"); and (iii) (A) any change in the Persons who constitute the Board of Directors of the Company; (B) any change in the present capitalization of the Company or any amendment of the Company's Certificate of Incorporation or By-laws; (C) any other material change in the corporate structure or business of the Company or any of its Subsidiaries; or (D) any other action (involving the Company or failure to act)any of its Subsidiaries that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or adversely affect the extent Merger and the transactions contemplated by this Agreement or the Merger Agreement. Each Shareholder hereby agrees that such Shareholder shall not, and shall cause its Affiliates not to, enter into any agreement, amendmentletter of intent, supplementagreement in principle or understanding with any Person that violates or conflicts with, modification or restatement or other action or failure to act is intended or would could reasonably be expected to prevent, interfere violate or conflict with, impair or delay the consummation of the Merger or the Transactions. (b) Each Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would violate, or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, the provisions and agreements set forth contained in this Article IIAgreement or the Merger Agreement.

Agreement to Vote the Subject Shares. (a) From and after Holder, solely in Holder’s capacity as a stockholder of Company, hereby agrees that during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 5.1 hereof5(n) (such period, the “Voting Period”), at any meeting of the Company’s stockholders (or any adjournment or postponement thereof)) of the holders of any class or classes of the Capital Stock of Company, however called, and, except for clause (i) below, or in connection with any action proposed to be taken by written consent of the stockholders holders of any class or classes of the CompanyCapital Stock, each Stockholder agrees to take the following actions Holder shall vote (or cause to cause the applicable holder of record of its be voted) Holder’s Subject Shares (to take the following actions): extent such Subject Shares are entitled to vote) (i) unless there has been an Adverse Recommendation Change pursuant to appear and be present (in accordance with the Company BylawsSection 5.8(d) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all Merger Agreement which remains in effect at the time of its Subject Shares such vote, in favor of (“for”), or, if action is to be taken by written consent in lieu of a meeting the Merger and the approval and adoption of the Company’s stockholders, deliver to the Company a duly executed affirmative written consent in favor of (“for”), the adoption terms of the Merger Agreement and the approval each of all of the 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 (and any actions required in Sections 6.01 furtherance thereof) and 6.02 of (ii) except as otherwise agreed to in writing in advance by Parent, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement, and ): (3A) any agreement extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Company; (includingB) any sale, without limitation, any amendment, waiver, release fromlease or transfer of a material amount of the assets of Company, or non-enforcement a reorganization, recapitalization, dissolution or liquidation of Company; (C) any agreement), any amendment, supplement, modification or restatement change in the persons who constitute the board of directors of Company that is not approved in advance by at least a majority of the persons who were directors of Company Charter as of the date of this Agreement (or their successors who were so approved); (D) any material change in the present capitalization of Company Bylaws, or any amendment of Company’s certificate of incorporation or bylaws not otherwise permitted under the Merger Agreement; or (E) any other action (or failure to act)proposal involving Company that is intended, to the extent such agreement, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected expected, to prevent, impede, interfere with, impair delay, postpone, or delay adversely affect the consummation of transactions contemplated by the Merger Agreement. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the Transactions. (b) Each Stockholder results of such vote or consent. Holder agrees not to enter into any contract or other agreement or commitment with any Person the effect of which would violate, person that violates or prevent, impair conflicts with or delay such Stockholder from performing such Stockholder’s obligations under, could reasonably be expected to violate or conflict with the provisions and agreements set forth contained in this Article IIAgreement or the Merger Agreement. For the avoidance of doubt, this Agreement is intended to constitute a voting agreement entered into under Section 218(a) of the Delaware General Corporation Law for the duration of the Voting Period. Notwithstanding anything to the contrary contained in this Agreement, Parent understands and acknowledges that Holder will have no obligation as a result of this Agreement to exercise stock options or other derivative securities exercisable for, or exchangeable or convertible into, shares of Common Stock.

Agreement to Vote the Subject Shares. (a) From and after Affiliate, solely in Affiliate's capacity as a stockholder of Frontier, hereby agrees that during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 5.1 hereof(such period, the "Voting Period"), at any meeting of the Company’s stockholders (or any adjournment or postponement thereof)) of the holders of any class or classes of the capital stock of Frontier, however called, and, except for clause (i) below, or in connection with any action proposed to be taken by written consent of the stockholders holders of any class or classes of the Companycapital stock of Frontier, each Stockholder agrees to take the following actions Affiliate shall vote (or cause to cause the applicable holder of record of its be voted) Affiliate's Subject Shares to take the following actions): (i) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its Subject Shares in favor of (“for”), or, if action is to be taken by written consent in lieu of a meeting the approval and adoption of the Company’s stockholders, deliver to the Company a duly executed affirmative written consent in favor of (“for”), the adoption terms of the Merger Agreement and the approval each of all of the 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 (and any actions required in Sections 6.01 and 6.02 furtherance thereof) at every meeting of the stockholders of Frontier (or in connection with any written consent) at which such matters are considered and at every adjournment thereof, (ii) 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 Frontier or any of its subsidiaries under the Merger Agreement or of Affiliate under this Agreement, and (iii) except as otherwise agreed to in writing in advance by Holly, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Frontier or any of its subsidiaries and any Holly Acquisition Proposal; (B) any sale, lease or transfer of a significant part of the assets (other than sales of current assets in the ordinary course of business) of Frontier or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of Frontier or any of its subsidiaries (each of the actions in clauses (A) or (B), a "Business Combination"); and (C)(1) any change in the persons who constitute the board of directors of Frontier that is not approved in advance by at least a majority of the persons who were directors of Frontier as of the date of this Agreement (or their successors who were so approved); (2) any change in the present capitalization of Frontier or any amendment of Frontier's certificate of incorporation or bylaws; (3) any agreement other material change in Frontier's corporate structure or business; or (including, without limitation, any amendment, waiver, release from, or non-enforcement of any agreement), any amendment, supplement, modification or restatement of the Company Charter or the Company Bylaws, or 4) any other action (or failure to act)proposal involving Frontier or any of its subsidiaries that is intended, or could reasonably be expected, to the extent such agreementprevent, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected to preventimpede, interfere with, impair delay, postpone, or delay adversely affect the consummation of transactions contemplated by the Merger Agreement. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the Transactions. (b) Each Stockholder results of such vote or consent. Affiliate agrees not to enter into any agreement, letter of intent, agreement in principle or commitment understanding with any Person the effect of which would violate, person that violates or prevent, impair conflicts with or delay such Stockholder from performing such Stockholder’s obligations under, could reasonably be expected to violate or conflict with the provisions and agreements set forth contained in this Article IIAgreement or the Merger Agreement. For the avoidance of doubt, this Agreement is intended to constitute a voting agreement entered into under W.S. 17-16-731 of the Wyoming Business Corporation Act for the duration of the Voting Period.

Agreement to Vote the Subject Shares. (a) From and after Each Shareholder, in its capacity as such, hereby agrees that during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 5.1 hereof(such period, the "Voting Period"), at any meeting of the Company’s stockholders (or any adjournment or postponement thereof)) of the holders of any class or classes of the share capital of the Company, however called, and, except for clause (i) below, or in connection with any action proposed to be taken by written consent of the stockholders holders of any class or classes of the share capital of the Company, each Stockholder agrees to take the following actions such Shareholder shall vote (or to cause the applicable holder of record of its Subject Shares to take the following actions): (i) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its voted) the 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 the terms of the Acquisition Agreement and each of the other transactions contemplated by the Merger Agreement, including the Merger, to the extent that such matters are submitted for a vote at Acquisition Agreement and this Agreement and 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)actions required in furtherance thereof, (2y) against 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 that would reasonably be expected to, result in (x) a breach by the Company in any respect of any covenant, representation, representation or warranty or any other obligations obligation or agreement of the Company set forth in or any of its Subsidiaries under the Merger Acquisition Agreement or of such Shareholder under this Agreement, and (yz) except as otherwise agreed to in writing in advance by Parent, against the failure of any of following actions (other than 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 Acquisition Agreement): (i) any extraordinary corporate transaction, such as an amalgamation, merger, scheme of arrangement, consolidation or other business combination involving the Company or any of its Subsidiaries and 6.02 any Acquisition Proposal; (ii) a sale, lease or transfer of a significant part of the Merger Agreement, and (3) any agreement (including, without limitation, any amendment, waiver, release from, or non-enforcement of any agreement), any amendment, supplement, modification or restatement assets of the Company Charter or any of its Subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its Subsidiaries (each of the actions in (i) or (ii), a "Business Combination"); (iii) (A) any change in the Persons who constitute the board of directors of the Company; (B) any change in the present capitalization of the Company or any amendment of the Company's Memorandum of Association or the Company Bylaws, Company's Articles of Association; (C) any other material change in the Company's corporate structure or business; or (D) any other action (involving the Company or failure to act)any of its Subsidiaries that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or adversely affect the extent transactions contemplated by this Agreement or the Acquisition Agreement. Each Shareholder hereby agrees that such Shareholder shall not, and shall use commercially reasonable efforts to cause its Affiliates not to, enter into any agreement, amendmentletter of intent, supplement, modification agreement in principle or restatement understanding with any Person that violates or other action conflicts with or failure to act is intended or would could reasonably be expected to prevent, interfere with, impair violate or delay the consummation of the Merger or the Transactions. (b) Each Stockholder agrees not to enter into any agreement or commitment conflict with any Person the effect of which would violate, or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, the provisions and agreements set forth contained in this Article IIAgreement or the Acquisition Agreement.

Agreement to Vote the Subject Shares. (a) From Subject to Section 2.3, Section 2.4 and after Section 2.5, Shareholder hereby unconditionally and irrevocably agrees that, during the date hereof until the termination of this Agreement in accordance with Section 5.1 hereofVoting Period, at any duly called meeting of the Company’s stockholders of the Company (or any adjournment or postponement thereof), however called, and, except for clause (i) below, and in connection with any action proposed to be taken by written consent of the stockholders of the Company, each Stockholder agrees to take Shareholder shall, if a meeting is held, appear at the following actions (meeting, in person or to by proxy, or otherwise cause the applicable holder of record of its Subject Shares to take the following actions): be counted as present thereat for purposes of establishing a quorum, and it shall vote or consent (i) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and or cause to be voted bevoted or consented), in person or by proxy, all of its Subject Shares (a) 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 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 (and any actions required in Sections 6.01 and 6.02 furtherance thereof), (b) 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 contained in the Merger Agreement or of Shareholder contained in this Agreement, and (3c) against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (i) any agreement Company 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 (including, without limitation, ii) (A) any amendment, waiver, release from, or non-enforcement of change in the persons who constitute the Board); (B) any agreement), any amendment, supplement, modification or restatement material change in the present capitalization of the Company Charter or any amendment of the Company Certificate of Incorporation or Bylaws, ; (C) any change in the Company's corporate structure or business; or (D) any other action (or failure to act)proposal involving the Company or any Company Subsidiary that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the extent such agreement, amendment, supplement, modification transactions contemplated by the Merger Agreement or restatement or other action or failure to act is intended or would could reasonably be expected to prevent, interfere with, impair or delay the consummation result in any of the conditions to the Company's obligations under the Merger or the Transactions. (b) Each Stockholder Agreement not being fulfilled. Subject to Section 2.5, Shareholder agrees not to to, and shall cause its Representatives not to, enter into any agreement agreement, commitment or commitment arrangement with any Person the effect of which would violate, be inconsistent with or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, violative of the provisions and agreements set forth contained in this Article II.

Agreement to Vote the Subject Shares. (a) From and after the date hereof until the termination of this Agreement in accordance with Section 5.1 hereof, at the Company Stockholder Meeting or any other meeting of the Company’s stockholders (or or, in each case, 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 stockholders of the Company, 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 person or by proxy, in accordance with the Company Bylaws) at such the Company Stockholder Meeting or any other meeting of the Company’s stockholdersstockholders (or, in each case, any adjournment or postponement thereof); (ii) to affirmatively vote and cause to be voted all of its Subject Shares 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 transactions contemplated by the Merger AgreementTransactions, including the Merger, to the extent that such matters are submitted for a vote at the Company Stockholder Meeting or any such other meeting of the Company’s stockholders (or, in each case, any adjournment or are the subject of any such written consentpostponement thereof); 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 7.1 and 6.02 7.2 of the Merger Agreement, and (3) any agreement (including, without limitation, any amendment, waiver, release from, or non-enforcement of any agreement), any amendment, supplement, modification or restatement of the Company Charter or the Company Bylaws, or any other action (or failure to act), to the extent such agreement, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected to prevent, interfere with, impair or delay the consummation of the Merger or the Transactions. (b) Each Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would violate, or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, the provisions and agreements set forth in this Article II.

Agreement to Vote the Subject Shares. (a) From and after 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 in accordance with Section 5.1 hereof(such period, the “Voting Period”), at any meeting of the Company’s stockholders (or any adjournment or postponement thereof)) of the holders of any class or classes of the capital stock of Parent, however called, and, except for clause (i) below, and in connection with any written action proposed to be taken by written consent of the stockholders holders of any class or classes of the Companycapital stock of Parent, each such Stockholder agrees to take the following actions (shall vote or to cause the applicable holder of record of its Subject Shares to take the following actions): (i) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its voted, the 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 the terms of the 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 Share Issuance and the other transactions contemplated by the Merger Agreement set forth (and any actions required in Sections 6.01 and 6.02 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 Parent under the Merger Agreement or of such Stockholder contained in this Agreement, and (3z) against the following actions or proposals (other than the Merger, the Share Issuance and the transaction contemplated by the Merger Agreement): (i) any agreement (including, without limitation, any amendment, waiver, release from, or non-enforcement change in the persons who constitute the board of any agreement), any amendment, supplement, modification or restatement directors of Parent that has not been previously approved by at least a majority of the Company Charter persons who were directors of Parent as of the date of this Agreement (or their successors who were so approved); (ii) any change in the Company Bylaws, present capitalization of Parent or any amendment of Parent’s certificate of incorporation or bylaws; (iii) any other material change in the Parent’s corporate structure; or (iv) any other action (or failure to act)proposal involving Parent or any of its subsidiaries that is intended, or could reasonably be expected, to the extent such agreementprevent, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected to preventimpede, interfere with, impair delay, postpone or delay adversely affect the consummation of transactions contemplated by the Merger Agreement. Any such vote shall be cast 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 the Transactionsconsent. (b) Each Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would violate, or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, the provisions and agreements set forth in this Article II.

Agreement to Vote the Subject Shares. (a) From and after Stockholder hereby agrees that, during the date hereof until the termination of this Agreement in accordance with Section 5.1 hereofVoting Period, at any duly called meeting of the Company’s stockholders of the Company (or any adjournment or postponement thereof), however called, and, except for clause (i) below, and in connection with any action proposed to be taken by written consent of the stockholders of the Company, each Stockholder agrees to take shall, if a meeting is held, appear at the following actions (meeting, in person or to by proxy, or otherwise cause the applicable holder of record of its his or her Subject Shares to take the following actions): be counted as present thereat for purposes of establishing a quorum, and he or she shall vote or consent (i) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and or cause to be voted or consented), in person or by proxy, all of its his or her Subject Shares (a) 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 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 6.02 of the Merger Agreement, and (3b) against any action, proposal, transaction or agreement (including, without limitation, any amendment, waiver, release from, or non-enforcement of any agreement), any amendment, supplement, modification or restatement of the Company Charter or the Company Bylaws, or any other action (or failure to act), to the extent such agreement, amendment, supplement, modification or restatement or other action or failure to act is intended or that would reasonably be expected to preventresult in a breach in any respect of any covenant, interfere withrepresentation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of Stockholder contained in this Agreement. For purposes of clarification, impair or delay whenever it is referenced in this Agreement that Stockholder vote in favor of the consummation adoption of the Merger Agreement and approve the Merger or other similar language, it shall be deemed to include, without limitation, approval of the Transactions. Amendments and the Staggered Board, and approval of the issuance of the Merger Consideration. This Agreement is intended to bind Stockholder only with respect to the specific matters expressly set forth in clauses (a) and (b) Each above, and except as set forth in such clauses, Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. Stockholder agrees not to enter into any agreement agreement, commitment or commitment arrangement with any Person person the effect of which would violate, be inconsistent with or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, violative of the provisions and agreements set forth contained in this Article II.

Agreement to Vote the Subject Shares. (a) From and after Each Shareholder, in its capacity as such, hereby agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 5.1 hereof(such period, the "Voting Period"), at any meeting of the Company’s stockholders (or any adjournment or postponement thereof)) of the Company's shareholders, however called, and, except for clause (i) below, or in connection with any action proposed to be taken by written consent of the stockholders of the Company's shareholders, each Stockholder agrees to take the following actions such Shareholder shall vote (or cause to cause the applicable holder of record of be voted) its Subject Shares to take the following actions): (ix) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its Subject Shares 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 the terms of the 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 (and any actions required in Sections 6.01 and 6.02 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 contained in the Merger Agreement or of any Shareholder contained in this Agreement, and (3z) except with the written consent of Parent, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (i) any agreement Acquisition Proposal; and (including, without limitation, ii) (A) any amendment, waiver, release from, or non-enforcement change in the persons who constitute the board of any agreement), any amendment, supplement, modification or restatement directors of the Company Charter or that is not approved in advance by at least a majority of the persons who were directors of the Company Bylaws, 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 failure to act)proposal involving the Company or any of its subsidiaries that is intended, or could reasonably be expected, to the extent such agreementprevent, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected to preventimpede, interfere with, impair delay, postpone or delay adversely affect the consummation 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 Merger board of directors of the Company nominated by, or appointed at the Transactions. (b) 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 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. Each Stockholder Shareholder agrees not to enter into any agreement or commitment with any Person the effect of which would violate, be inconsistent with or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, violative of the provisions and agreements set forth contained in this Article II.

Agreement to Vote the Subject Shares. (a) From and after the date hereof until the termination of this Agreement in accordance with Section 5.1 hereofThe MIT Stockholder shall, at any each and every meeting of the Company’s stockholders (or of MIT called with respect to any of the following, and at any adjournment or postponement thereof), however called, and, except for clause (i) below, in connection with any and on every action proposed to be taken or approval by written consent of the stockholders of MIT with respect to any of the Companyfollowing, and in any other circumstances upon which a vote, consent or other approval with respect to any of the following is sought, solely in its capacity as a stockholder of MIT, take each Stockholder agrees and every action and accomplish each and every formality as is necessary to take participate in the meetings (if applicable) and vote (or cause to be voted) all of the Subject Shares and each interest therein: (a) in favor of, upon the request of MIT or MIT Holdings, any actions required in furtherance of the Merger, the Reorganization Agreement and the Transactions, including, without limitation, any proposal to permit MIT to adjourn such meeting (an “Adjournment Proposal”); (b) against any proposal to make an election pursuant to Section IV.C.2(c)(i), Section IV.E.2(c)(i) and/or Section IV.F.2(c)(i) of the MIT Restated Certificate of Incorporation to deem the Merger or the Transactions a Liquidation, Corporate Transaction, or Triggering Event (as such terms are defined in the MIT Restated Certificate of Incorporation); (c) against the following actions (or to cause other than the applicable holder of record of its Subject Shares to take the following actions): (i) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its Subject Shares 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”)Merger, the adoption of the Merger Agreement Transactions or other actions contemplated in paragraphs (a) and the approval of all of the transactions contemplated by the Merger Agreement, including the Merger(b) above), to the extent that such actions require the MIT Stockholder’s approval or in relation to which such approval is sought: (i) a reorganization, recapitalization, dissolution or liquidation of MIT; and (ii) (A) any change in the present capitalization of MIT or any amendment of the MIT Restated Certificate of Incorporation or similar governing document of MIT, (B) any other change in the corporate structure or business of MIT, or (C) any other action which, in the case of each of the matters are submitted for a vote at any such meeting referred to in clauses (A) and (B) above, is intended, or are could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the subject consummation 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 forthe Merger, the adoption Transactions 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 this Agreement (the Merger Agreement set forth actions described in Sections 6.01 clauses (i) and 6.02 (ii) above shall be referred to herein, individually, as an “Alternative Proposal”); and (d) in favor of the Merger Agreementeach other matter relating to, and (3) any agreement (includingin favor of, without limitation, any amendment, waiver, release from, or non-enforcement of any agreement), any amendment, supplement, modification or restatement of the Company Charter or the Company Bylaws, or any other action (or failure to act), to the extent such agreement, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected to prevent, interfere with, impair or delay the consummation of the Merger or the Transactions. (b) Each Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would violate, or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, the provisions and agreements set forth in this Article II.

Agreement to Vote the Subject Shares. (a) From and after Each Stockholder hereby agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 5.1 hereof(such period, the “Voting Period”), 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 stockholders of the Company, 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 accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its Subject Shares 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 however called, or in connection with any written consent of the of the Company’s stockholders, such Stockholder shall vote (or cause to be voted) its Subject Shares (x) in favor of (“for”), the approval and adoption of the Merger Agreement and the approval transactions contemplated thereby, including the Merger (and any actions directly required in furtherance thereof), (y) against any action, proposal, transaction or agreement that, to the knowledge of all such Stockholder, 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 any Stockholder under this Agreement, and (z) except as otherwise agreed to in writing in advance by Parent, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, including such as a merger, share exchange, arrangement, reorganization, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the MergerCompany or any of its respective Subsidiaries; (ii) any approval or consent regarding any Acquisition Proposal; (iii) any change in Persons who constitute the board of directors of the Company; and (iv) any other action or proposal involving the Company or any of its Subsidiaries that, to the extent that knowledge of 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 againstStockholder, 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 wouldis intended, or would could reasonably be expected toexpected, result in (x) a breach by to prevent, impede, interfere with, materially delay, postpone or materially adversely affect 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 Agreement. Any such vote shall be cast or consent shall be given in Sections 6.01 accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and 6.02 for purposes of recording the Merger Agreement, and (3) any agreement (including, without limitation, any amendment, waiver, release from, results of such vote or non-enforcement of any agreement), any amendment, supplement, modification or restatement of the Company Charter or the Company Bylaws, or any other action (or failure to act), to the extent such agreement, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected to prevent, interfere with, impair or delay the consummation of the Merger or the Transactionsconsent. (b) Each Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would violate, or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, the provisions and agreements set forth in this Article II.

Agreement to Vote the Subject Shares. (a) From and after 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 in accordance with Section 5.1 hereof(such period, the “Voting Period”), 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 stockholders of the Company, 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 accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its Subject Shares 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 however called, or in connection with any written consent of the Company’s stockholders, such Stockholder shall vote (or cause to be voted) its Subject Shares (x) in favor of (“for”), the adoption of the Merger Agreement and the approval of all the terms of the transactions contemplated by the Merger Asset Purchase 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 Asset Purchase and the other transactions contemplated by the Merger Asset Purchase Agreement set forth (and any actions required in Sections 6.01 and 6.02 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 Merger Company contained in the Asset Purchase Agreement or of the Stockholders contained in this Agreement, and (3z) except with the written consent of Acquiror, against the following actions or proposals (other than the transactions contemplated by the Asset Purchase Agreement): (i) any agreement Proposed Acquisition Transaction; and (including, without limitation, ii) (A) any amendment, waiver, release from, or non-enforcement change in the persons who constitute the board of any agreement), any amendment, supplement, modification or restatement directors of the Company Charter or that is not approved in advance by at least a majority of the persons who were directors of the Company Bylaws, 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 certificate of incorporation or bylaws; (C) any other material change in the Company’s corporate structure or business; or (D) any other action (or failure to act)proposal involving the Company that is intended, or could reasonably be expected, to the extent such agreementprevent, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected to preventimpede, interfere with, impair delay, postpone or delay adversely affect the consummation transactions contemplated by the Asset Purchase Agreement; provided, however, that (i) nothing in this Agreement shall be interpreted as obligating the Stockholders to exercise any warrants or other rights to acquire shares of Common Stock or Preferred Stock and (ii) nothing in this Agreement shall restrict the Merger Stockholders from voting to approve a plan of liquidation for the Company (provided such liquidation becomes effective after the Closing and such approval will not prevent, impede, interfere with, delay, postpone or adversely affect the Transactions. (b) transactions contemplated by the Asset Purchase Agreement). 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. Each Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would violate, be inconsistent with or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, violative of the provisions and agreements set forth contained in this Article II.

Agreement to Vote the Subject Shares. The Shareholder hereby irrevocably and unconditionally agrees that, during the period commencing on (aand including) From and after the date hereof until the termination of this Agreement in accordance with Section 5.1 hereofand ending on (and including) the Expiration Date (as defined below) (the “Support Period”), at any meeting of the Company’s stockholders (shareholders of the Company however called or any adjournment or postponement thereof), however called, and, except for clause (i) below, or in connection with any other circumstance or action proposed to be taken by written consent in which the vote or other approval of the stockholders shareholders of the CompanyCompany is sought, each Stockholder agrees with respect to take the following actions Merger Agreement, the Merger, the Plan of Merger or any Acquisition Proposal, the Shareholder shall: (a) if a meeting is held, appear at such meeting or to otherwise cause all of the applicable holder of record of its Subject Shares to take be counted as present at such meeting for purposes of calculating a quorum; and (b) vote (or cause to be voted) with respect to all of the following actions): Shareholder’s Subject Shares: (i) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its Subject Shares in favor of (“for”)the approval and authorization of the Merger Agreement, or, if action is the Plan of Merger and the Transactions as to be taken by written which shareholders of the Company are called upon to vote or consent in lieu favor of any matter that would be reasonably expected to facilitate the consummation of the Merger, including any proposal to adjourn or postpone a meeting of the Company’s stockholders, deliver to shareholders of the Company to a duly executed affirmative written consent in favor of (“for”), later date if there are not sufficient votes at the adoption time of the Merger Agreement meeting to approval and the approval of all of the transactions contemplated by authorization the Merger Agreement, including the Merger, to Plan of Merger or the extent that such matters are submitted for a vote at any such meeting or are the subject of any such written consentTransactions; and (iiiii) 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) against any action, proposal, transaction or agreement (including any amendment, waiver, release from or non-enforcement of any agreement) that would reasonably be expected to be taken(A) result in any of the conditions to the Merger under the Merger Agreement not being fulfilled before the End Date or (B) result in a breach of any representation, consummated warranty, covenant, agreement or entered into by other obligation of such Shareholder under this Agreement or the Company thatunder the Merger Agreement; (iii) against any Acquisition Proposal or any action, if so takenagreement, consummated transaction or entered into by other matter that is intended to (to the Company wouldactual knowledge of the Shareholder), or would reasonably be expected to, result in (x) a breach by impede, interfere with, delay, postpone, prevent, discourage or materially and adversely affect the Company consummation 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 Transactions; and (iv) against any change in or to the Board of Directors that is not recommended or approved by the Merger Agreement set forth in Sections 6.01 and 6.02 Board of the Merger Agreement, and (3) any agreement (including, without limitation, any amendment, waiver, release fromDirectors, or non-enforcement any change in or to the present capitalization, corporate structure or Memorandum and Articles of any agreement), any amendment, supplement, modification or restatement Association of the Company Charter that is not consented to by Parent. During the Support Period, the Shareholder shall not propose, take, commit or agree to take any action inconsistent with the Company Bylawsforegoing in this Section 1. The Shareholder shall retain at all times the right to vote all of the Subject Shares in the Shareholder’s sole discretion, or and without any other action (or failure to act)limitation, to the extent such agreement, amendment, supplement, modification or restatement or on any matters other action or failure to act is intended or would reasonably be expected to prevent, interfere with, impair or delay the consummation of the Merger or the Transactions. (b) Each Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would violate, or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, the provisions and agreements than those set forth in this Article IISection 1 that are at any time or from time to time presented for consideration to the Company’s shareholders generally.

Agreement to Vote the Subject Shares. (a) From and after Each Lazard Party hereby agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 5.1 hereof(such period, the "Voting Period"), at any meeting of the Company’s stockholders (or any adjournment or postponement thereof)) of the Company's stockholders, however called, and, except for clause (i) below, or in connection with any action proposed to be taken by written consent of the stockholders of the Company's stockholders, each the Stockholder agrees shall vote (or cause to take be voted) the Subject Shares (x) in favor of the Company Voting Proposal (and any actions directly required in furtherance thereof), (y) against any action, proposal, transaction or agreement which, to the knowledge of any Lazard Party, is intended to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of 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 (or to cause the applicable holder of record of its Subject Shares to take the following actions): (i) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its Subject Shares 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 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 is not 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, including any change in the Mergerpresent capitalization of the Company or any amendment of the Company's 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, to the extent that such matters are submitted for a vote at any such meeting or are the subject knowledge of any such written consent; and (iii) to vote and cause to be voted all of its Subject Shares againstLazard Party, 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 wouldis intended, or would could reasonably be expected toexpected, result in (x) a breach by to prevent, impede, interfere with, materially delay or materially adversely affect 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 Agreement. Any such vote shall be cast or consent shall be given in Sections 6.01 accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and 6.02 for purposes of recording the Merger Agreement, and (3) any agreement (including, without limitation, any amendment, waiver, release from, results of such vote or non-enforcement of any agreement), any amendment, supplement, modification or restatement of the Company Charter or the Company Bylaws, or any other action (or failure to act), to the extent such agreement, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected to prevent, interfere with, impair or delay the consummation of the Merger or the Transactions. (b) consent. Each Stockholder Lazard Party agrees not to enter into any agreement, letter of intent, agreement in principle or commitment understanding with any Person the effect of which would violate, that violates or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, conflicts with the provisions and agreements set forth contained in this Article IIAgreement.

Agreement to Vote the Subject Shares. (a) From and after 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 in accordance with Section 5.1 hereof(such period, the "Voting Period"), at any meeting of the Company’s stockholders (or any adjournment or postponement thereof)) of the holders of any class or classes of the capital stock of the Company, however called, and, except for clause (i) below, or in connection with any action proposed to be taken by written consent of the stockholders holders of any class or classes of the capital stock of the Company, each Stockholder agrees to take the following actions Stockholders shall vote (or to cause the applicable holder of record of its Subject Shares to take the following actions): (i) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its voted) their 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 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 terms of the Company set forth in the Merger Agreement or (y) the failure Stockholder Authorizations and each 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 Restructuring Agreement set forth (and any actions required in Sections 6.01 and 6.02 furtherance thereof) at every meeting of the Merger stockholders of the Company (or in connection with any written consent) at which such matters are considered and at every adjournment 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 Restructuring Agreement or of the Stockholders under this Agreement, and (3z) except as otherwise agreed to in writing in advance by the parties hereto, against the following actions or proposals (other than the transactions contemplated by the Restructuring Agreement): (i) any agreement extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (includingii) a sale, without limitation, any amendment, waiver, release from, lease or non-enforcement transfer of any agreement), any amendment, supplement, modification or restatement a significant part of the assets of the Company Charter or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company Bylawsor any of its subsidiaries (each of the actions in clauses (i) or (ii), a "Business Combination"); and (iii) (A) any change in the persons who constitute the board of directors of the Company that is not 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 change in the present capitalization of the Company or any amendment of the Company's certificate of incorporation or bylaws; (C) any other material change in the Company's corporate structure or business; or (D) any other action (or failure to act)proposal involving the Company that is intended, or could reasonably be expected, to the extent such agreementprevent, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected to preventimpede, interfere with, impair delay, postpone, or delay adversely affect the consummation transactions contemplated by the Restructuring Agreement. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. Each of the Merger or the Transactions. (b) Each Stockholder Stockholders agrees not to enter into any agreement, letter of intent, agreement in principle or commitment understanding with any Person the effect of which would violate, person that violates or prevent, impair conflicts with or delay such Stockholder from performing such Stockholder’s obligations under, could reasonably be expected to violate or conflict with the provisions and agreements set forth contained in this Article IIAgreement or the Restructuring Agreement. For the avoidance of doubt, this Agreement is intended to constitute a voting agreement entered into under Section 2.18(c) of the Delaware General Corporation Law for the duration of the Voting Period.

Agreement to Vote the Subject Shares. (a) From and after Holder, solely in Holder’s capacity as a stockholder of FiberTower, hereby agrees that during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 5.1 hereof(such period, the “Voting Period”), at any meeting of the Company’s stockholders (or any adjournment or postponement thereof)) of the holders of any class or classes of the capital stock of FiberTower, however called, and, except for clause (i) below, or in connection with any action proposed to be taken by written consent of the stockholders holders of any class or classes of the Companycapital stock of FiberTower, each Stockholder agrees to take the following actions Holder shall vote (or cause to cause the applicable holder of record of its be voted) Holder’s Subject Shares to take the following actions): (i) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its Subject Shares 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 approval and adoption of the terms of the Merger Agreement Agreement, the amendment to the certificate of incorporation of FiberTower, the amendment to the FiberTower Stock Option Plan and the approval conversion of all of the transactions shares of Series A Preferred Stock, $0.0001 par value per share, of FiberTower (“Preferred Stock”) into shares of Common Stock pursuant to the terms of FiberTower’s certificate of incorporation, each as contemplated by the Merger Agreement, including Agreement or 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 againstFiberTower Disclosure Letter, and not provide any written consent with respect to or for, the adoption or approval each 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 (and any actions required in Sections 6.01 and 6.02 furtherance thereof) at every meeting of the stockholders of FiberTower (or in connection with any written consent) at which such matters are considered and at every adjournment thereof, (ii) 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 FiberTower under the Merger Agreement or of Holder under this Agreement, and (3iii) except as otherwise agreed to in writing in advance by First Avenue, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (A) any agreement extraordinary corporate transaction, such as a merger, consolidation or other business combination involving FiberTower and any FiberTower Acquisition Proposal; (includingB) any sale, without limitation, any amendment, waiver, release fromlease or transfer of a significant part of the assets (other than sales of current assets in the ordinary course of business) of FiberTower, or non-enforcement a reorganization, recapitalization, dissolution or liquidation of any agreementFiberTower (each of the actions in clauses (A) or (B), a “Business Combination”); (C) any amendment, supplement, modification or restatement change in the persons who constitute the board of directors of FiberTower that is not approved in advance by at least a majority of the Company Charter persons who were directors of FiberTower as of the date of this Agreement (or their successors who were so approved); (D) any change in the Company Bylaws, present capitalization of FiberTower or any amendment of FiberTower’s certificate of incorporation or bylaws not otherwise permitted under the Merger Agreement; (E) any other material change in FiberTower’s corporate structure or business; or (F) any other action (or failure to act)proposal involving FiberTower that is intended, or could reasonably be expected, to the extent such agreementprevent, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected to preventimpede, interfere with, impair delay, postpone, or delay adversely affect the consummation of transactions contemplated by the Merger Agreement. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the Transactions. (b) Each Stockholder results of such vote or consent. Holder agrees not to enter into any agreement, letter of intent, agreement in principle or commitment understanding with any Person the effect of which would violate, person that violates or prevent, impair conflicts with or delay such Stockholder from performing such Stockholder’s obligations under, could reasonably be expected to violate or conflict with the provisions and agreements set forth contained in this Article IIAgreement or the Merger Agreement. For the avoidance of doubt, this Agreement is intended to constitute a voting agreement entered into under Section 218(a) of the Delaware General Corporation Law for the duration of the Voting Period.

Agreement to Vote the Subject Shares. (a) From and after the date hereof until the termination of this Agreement in accordance with Section 5.1 hereof, at any meeting of the Company’s Target's stockholders (or any adjournment or postponement thereof), however called, and, except for clause (i) below, or in connection with any action proposed to be taken by written consent or other action of the stockholders of the CompanyTarget's stockholders, each Stockholder agrees to take the following actions shall vote (or cause to cause be voted) all of the applicable holder of record of its Stockholder's Subject Shares to take the following actions):extent that the Subject Shares are not so voted by Parent (or its designee) pursuant to Section 2.2: (i) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its Subject Shares in favor of (“for”), or, if action is to be taken by written consent in lieu of a meeting the adoption and approval of the Company’s stockholders, deliver to the Company a duly executed affirmative written consent in favor terms of (“for”), the adoption of the Merger Agreement and the approval of all of the 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 (and any actions required in furtherance thereof); (ii) against any action, proposal, transaction or agreement that would directly or indirectly result in a breach of any covenant, representation, warranty or other obligation or agreement of Target set forth in Sections 6.01 and 6.02 the Merger Agreement or of the Stockholder set forth in this Agreement; and (iii) except with the prior written consent of Parent, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement, and ): (3A) any agreement Acquisition Proposal; (including, without limitation, B) any amendment, waiver, release from, change in the persons who constitute the board of directors of Target; (C) any material change in the present capitalization of Target or non-enforcement any amendment of Target's certificate of incorporation or bylaws; (D) any agreement), any amendment, supplement, modification other material change in Target's corporate structure or restatement of the Company Charter business; or the Company Bylaws, or (E) any other action (or failure to act)proposal involving Target or any of its Subsidiaries that is intended, to the extent such agreement, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected expected, to prevent, impede, interfere with, impair delay, postpone or delay adversely affect the consummation of transactions contemplated by the Merger or the TransactionsAgreement. (b) 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. Each Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would violate, violate or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, be inconsistent with the provisions and agreements set forth in this Article II.

Agreement to Vote the Subject Shares. (a) From and after Each Shareholder, in 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 in accordance with Section 5.1 hereof(such period, the “Voting Period”), at any meeting of the Company’s stockholders (or any adjournment or postponement thereof)) of the Company’s shareholders, however called, and, except for clause (i) below, or in connection with any action proposed to be taken by written consent of the stockholders of the Company’s shareholders, each Stockholder agrees to take the following actions such Shareholder shall vote (or cause to cause the applicable holder of record of be voted) its Subject Shares to take the following actions): (ix) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its Subject Shares 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 the terms of the 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 (and any actions required in Sections 6.01 and 6.02 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 contained in the Merger Agreement or of any Shareholder contained in this Agreement, and (3z) except with the written consent of ABC, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (i) any agreement Takeover Proposal; and (including, without limitation, ii) (A) any amendment, waiver, release from, or non-enforcement change in the persons who constitute the board of any agreement), any amendment, supplement, modification or restatement directors of the Company Charter or that is not approved in advance by at least a majority of the persons who were directors of the Company Bylaws, 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 failure to act)proposal involving the Company or any of its subsidiaries that is intended, or could reasonably be expected, to the extent such agreementprevent, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected to preventimpede, interfere with, impair delay, postpone or delay adversely affect the consummation of transactions contemplated by the Merger Agreement. 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 Transactions. (b) results of such vote or consent. Each Stockholder Shareholder agrees not to enter into any agreement or commitment with any Person the effect of which would violate, be inconsistent with or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, violative of the provisions and agreements set forth contained in this Article II.

Agreement to Vote the Subject Shares. (a) From and after Each Shareholder, in its capacity as such, hereby agrees that during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 5.1 hereof(such period, the "Voting Period"), at any meeting of the Company’s stockholders (or any adjournment or postponement thereof)) of the holders of any class or classes of the share capital of the Company, however called, and, except for clause (i) below, or in connection with any action proposed to be taken by written consent of the stockholders holders of any class or classes of the share capital of the Company, each Stockholder agrees to take the following actions such Shareholder shall vote (or to cause the applicable holder of record of its Subject Shares to take the following actions): (i) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its voted) the 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 the terms of the Acquisition Agreement and each of the other transactions contemplated by the Merger Agreement, including the Merger, to the extent that such matters are submitted for a vote at Acquisition Agreement and this Agreement and 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)actions required in furtherance thereof, (2y) against 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 that would reasonably be expected to, result in (x) a breach by the Company in any respect of any covenant, representation, representation or warranty or any other obligations obligation or agreement of the Company set forth in or any of its Subsidiaries under the Merger Acquisition Agreement or of such Shareholder under this Agreement, and (yz) except as otherwise agreed to in writing in advance by Parent, against the failure of any of following actions (other than 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 Acquisition Agreement): (i) any extraordinary corporate transaction, such as an amalgamation, merger, scheme of arrangement, consolidation or other business combination involving the Company or any of its Subsidiaries and 6.02 any Acquisition Proposal; (ii) a sale, lease or transfer of a significant part of the Merger Agreement, and (3) any agreement (including, without limitation, any amendment, waiver, release from, or non-enforcement of any agreement), any amendment, supplement, modification or restatement assets of the Company Charter or any of its Subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its Subsidiaries (each of the actions in (i) or (ii), a "Business Combination"); (iii) (A) any change in the Persons who constitute the board of directors of the Company; (B) any change in the present capitalization of the Company or any amendment of the Company's Memorandum of Association or the Company Bylaws, Company's Articles of Association; (C) any other material change in the Company's corporate structure or business; or (D) any other action (involving the Company or failure to act)any of its Subsidiaries that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or adversely affect the extent transactions contemplated by this Agreement or the Acquisition Agreement. Each Shareholder hereby agrees that such Shareholder shall not, and shall use commercially reasonable efforts to cause its Affiliates not to, enter into any agreement, amendmentletter of intent, supplement, modification agreement in principle or restatement understanding with any Person that violates or other action conflicts with or failure to act is intended or would could reasonably be expected to prevent, interfere with, impair violate or delay the consummation of the Merger or the Transactions. (b) Each Stockholder agrees not to enter into any agreement or commitment conflict with any Person the effect of which would violate, or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, the provisions and agreements set forth contained in this Article IIAgreement or the Acquisition Agreement.

Agreement to Vote the Subject Shares. (a) From and after Each Stockholder hereby agrees that, during the date hereof until the termination of this Agreement in accordance with Section 5.1 hereofVoting Period, at any duly called meeting of the Company’s stockholders of the Company (or any adjournment or postponement thereof), however called, and, except for clause (i) below, and in connection with any action proposed to be taken by written consent of the stockholders of the Company, each such Stockholder agrees to take shall, if a meeting is held, appear at the following actions (meeting, in person or to by proxy, or otherwise cause the applicable holder of record of its Subject Shares to take the following actions): be counted as present thereat for purposes of establishing a quorum, and it shall vote or consent (i) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and or cause to be voted or consented), in person or by proxy, 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 Agreement, the Merger and the approval 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 all any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of any Stockholder contained in this Agreement, and (z) except with the written consent of Parent, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (i) any Diamond Acquisition Proposal (other than a Diamond Acquisition Proposal by Parent or its Affiliates); or (ii) any other action or proposal, involving the Company or any Diamond Subsidiary that would reasonably be expected to prevent or materially impede, interfere with, delay, postpone or adversely affect the 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 6.02 of the Merger Agreement, and (3) any agreement (including, without limitation, any amendment, waiver, release from, or non-enforcement of any agreement), any amendment, supplement, modification or restatement of the Company Charter or the Company Bylaws, or any other action (or failure to act), to the extent such agreement, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected to prevent, interfere with, impair or delay the consummation of the Merger or the Transactions. (b) . Each Stockholder agrees agrees, during the Voting Period, not to enter into any agreement or commitment with any Person to vote, grant a proxy or grant a power of attorney, or participate, directly or indirectly, in the effect "solicitation" of any "proxies" or consents (as such terms are used in the rules of the Securities and Exchange Commission) from any Person to vote in a manner which would violate, be inconsistent with or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, violative of the provisions and agreements set forth contained in this Article II.

Agreement to Vote the Subject Shares. (a) From and after Each Shareholder, in 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 in accordance with Section 5.1 hereof(such period, the “Voting Period”), at any meeting of the Company’s stockholders (or any adjournment or postponement thereof)) of the Company’s shareholders, however called, and, except for clause (i) below, or in connection with any action proposed to be taken by written consent of the stockholders of the Company’s shareholders, each Stockholder agrees to take the following actions such Shareholder shall vote (or cause to cause the applicable holder of record of be voted) its Subject Shares to take the following actions): (ix) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its Subject Shares 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 the terms of the 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 (and any actions required in Sections 6.01 and 6.02 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 contained in the Merger Agreement or of any Shareholder contained in this Agreement, and (3z) except with the written consent of Ameris, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (i) any agreement Takeover Proposal; and (including, without limitation, ii) (A) any amendment, waiver, release from, or non-enforcement change in the persons who constitute the board of any agreement), any amendment, supplement, modification or restatement directors of the Company Charter or that is not approved in advance by at least a majority of the persons who were directors of the Company Bylaws, 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 failure to act)proposal involving the Company or any of its subsidiaries that is intended, or could reasonably be expected, to the extent such agreementprevent, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected to preventimpede, interfere with, impair delay, postpone or delay adversely affect the consummation of transactions contemplated by the Merger Agreement. 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 Transactions. (b) results of such vote or consent. Each Stockholder Shareholder agrees not to enter into any agreement or commitment with any Person the effect of which would violate, be inconsistent with or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, violative of the provisions and agreements set forth contained in this Article II.

Agreement to Vote the Subject Shares. (a) From and after 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 in accordance with Section 5.1 hereof(such period, the "Voting Period"), at any meeting of the Company’s stockholders (or any adjournment or postponement thereof)) of ------------- the holders of any class or classes of the capital stock of the Company, however called, and, except for clause (i) below, or in connection with any action proposed to be taken by written consent of the stockholders holders of any class or classes of the capital stock of the Company, each Stockholder agrees to take the following actions Stockholders shall vote (or to cause the applicable holder of record of its Subject Shares to take the following actions): (i) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its voted) their 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 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 terms of the Company set forth in the Merger Agreement or (y) the failure Stockholder Authorizations and each 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 Restructuring Agreement set forth (and any actions required in Sections 6.01 and 6.02 furtherance thereof) at every meeting of the Merger stockholders of the Company (or in connection with any written consent) at which such matters are considered and at every adjournment 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 Restructuring Agreement or of the Stockholders under this Agreement, and (3z) except as otherwise agreed to in writing in advance by the parties hereto, against the following actions or proposals (other than the transactions contemplated by the Restructuring Agreement): (i) any agreement extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (includingii) a sale, without limitation, any amendment, waiver, release from, lease or non-enforcement transfer of any agreement), any amendment, supplement, modification or restatement a significant part of the assets of the Company Charter or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company Bylawsor any of its subsidiaries (each of the actions in clauses (i) or (ii), a "Business Combination"); and (iii) (A) any change in the persons who -------------------- constitute the board of directors of the Company that is not 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 change in the present capitalization of the Company or any amendment of the Company's certificate of incorporation or bylaws; (C) any other material change in the Company's corporate structure or business; or (D) any other action (or failure to act)proposal involving the Company that is intended, or could reasonably be expected, to the extent such agreementprevent, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected to preventimpede, interfere with, impair delay, postpone, or delay adversely affect the consummation transactions contemplated by the Restructuring Agreement. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. Each of the Merger or the Transactions. (b) Each Stockholder Stockholders agrees not to enter into any agreement, letter of intent, agreement in principle or commitment understanding with any Person the effect of which would violate, person that violates or prevent, impair conflicts with or delay such Stockholder from performing such Stockholder’s obligations under, could reasonably be expected to violate or conflict with the provisions and agreements set forth contained in this Article IIAgreement or the Restructuring Agreement. For the avoidance of doubt, this Agreement is intended to constitute a voting agreement entered into under Section 2.18(c) of the Delaware General Corporation Law for the duration of the Voting Period.

Agreement to Vote the Subject Shares. (a) From Subject to Section 2.3, Section 2.4 and after Section 2.5, Shareholder hereby unconditionally and irrevocably agrees that, during the date hereof until the termination of this Agreement in accordance with Section 5.1 hereofVoting Period, at any duly called meeting of the Company’s stockholders of the Company (or any adjournment or postponement thereof), however called, and, except for clause (i) below, and in connection with any action proposed to be taken by written consent of the stockholders of the Company, each Stockholder agrees to take Shareholder shall, if a meeting is held, appear at the following actions (meeting, in person or to by proxy, or otherwise cause the applicable holder of record of its Subject Shares to take the following actions): be counted as present thereat for purposes of establishing a quorum, and it shall vote or consent (i) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and or cause to be voted or consented), in person or by proxy, all of its Subject Shares (a) 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 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 (and any actions required in Sections 6.01 and 6.02 furtherance thereof), (b) 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 contained in the Merger Agreement or of Shareholder contained in this Agreement, and (3c) against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (i) any agreement Company 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 (including, without limitation, ii) (A) any amendment, waiver, release from, or non-enforcement of change in the persons who constitute the Board); (B) any agreement), any amendment, supplement, modification or restatement material change in the present capitalization of the Company Charter or any amendment of the Company Certificate of Incorporation or Bylaws, ; (C) any change in the Company's corporate structure or business; or (D) any other action (or failure to act)proposal involving the Company or any Company Subsidiary that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the extent such agreement, amendment, supplement, modification transactions contemplated by the Merger Agreement or restatement or other action or failure to act is intended or would could reasonably be expected to prevent, interfere with, impair or delay the consummation result in any of the conditions to the Company's obligations under the Merger or the Transactions. (b) Each Stockholder Agreement not being fulfilled. Subject to Section 2.5, Shareholder agrees not to to, and shall cause its Representatives not to, enter into any agreement agreement, commitment or commitment arrangement with any Person the effect of which would violate, be inconsistent with or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, violative of the provisions and agreements set forth contained in this Article II.

Agreement to Vote the Subject Shares. (a) From and after 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 in accordance with Section 5.1 hereof(such period, the "Voting Period"), at any meeting of the Company’s stockholders (or any adjournment or postponement thereof)) of Dreyer's stockholders, however called, and, except for clause such Stockholder shall be present at such meeting and shall vote (i) below, in connection with any action proposed or cause to be taken by written consent of the stockholders of the Company, each Stockholder agrees to take the following actions (or to cause the applicable holder of record of voted) its Subject Shares to take the following actions): (ix) to appear and be present (in accordance with the Company Bylaws) at such meeting of the Company’s stockholders; (ii) to affirmatively vote and cause to be voted all of its Subject Shares 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 approval and adoption of the Merger Agreement Agreement, the Merger and the approval transactions contemplated 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 all any covenant, representation or warranty or any other obligation or agreement of Dreyer's contained in the Merger Agreement or of any Stockholder contained in this Agreement, and (z) except with the written consent of Nestle, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (i) any Business Combination Proposal; and (ii) (A) any change in the Persons who constitute the board of directors of Dreyer's that is not approved in advance by at least a majority of the persons who were directors of Dreyer's as of the date of this Agreement (or their successors who were so approved); (B) any material change in the capitalization of Dreyer's or any amendment of Dreyer's certificate of incorporation or bylaws; (C) any other material change in Dreyer's corporate structure or business; or (D) any other action or proposal involving Dreyer's or any of its subsidiaries that is intended, including the Mergeror could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect 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; provided, however, that nothing in this Agreement set forth shall limit or affect any signatory hereto solely in Sections 6.01 and 6.02 his capacity as a member of the Merger Agreementboard 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 (3) any agreement (including, without limitation, any amendment, waiver, release from, for purposes of recording the results of such vote or non-enforcement of any agreement), any amendment, supplement, modification or restatement of the Company Charter or the Company Bylaws, or any other action (or failure to act), to the extent such agreement, amendment, supplement, modification or restatement or other action or failure to act is intended or would reasonably be expected to prevent, interfere with, impair or delay the consummation of the Merger or the Transactions. (b) consent. Each Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would violate, be inconsistent with or prevent, impair or delay such Stockholder from performing such Stockholder’s obligations under, violative of the provisions and agreements set forth contained in this Article IIAgreement or the Merger Agreement.