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

Agreement to Vote the Subject Shares. Holdings hereby agrees that during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the "Voting Period"), at any meeting (or any adjournment or postponement thereof) of the holders of any class or classes of the capital stock of the Company, however called, or in connection with any written consent of the holders of any class or classes of the capital stock of the Company, Holdings shall vote (or cause to be 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 (x) the Stock Purchase Agreement, (y) the sale of the Operating Subsidiaries pursuant thereto and each of the other transactions contemplated therein and (z) the amendments to the Company Articles contemplated by the Stock Purchase Agreement, (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 under the Stock Purchase Agreement or of Holdings under this Agreement and (c) except as otherwise agreed to in writing in advance by Purchaser, against the following actions (other than the transactions contemplated by the 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 resulting from any Acquisition Proposal; (ii) a sale, lease or transfer of a significant part of the assets of the Company 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 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 any of its Subsidiaries that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or adversely affect the transactions contemplated by this Agreement or the Stock Purchase Agreement.

Agreement to Vote the Subject Shares. Holdings Each Stockholder hereby agrees that that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the "“Voting Period"”), at any meeting (or any adjournment or postponement thereof) of the holders of any class or classes of the capital stock of the Company’s stockholders, however called, or in connection with any written consent of the holders of any class or classes of the capital stock of the Company’s stockholders, Holdings such Stockholder shall vote (or cause to be voted) the its Subject Shares (ax) 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 the Merger Agreement and the transactions contemplated thereby, including the Merger (x) the Stock Purchase Agreementand any actions directly required in furtherance thereof), (y) the sale of the Operating Subsidiaries pursuant thereto and each of the other transactions contemplated therein and (z) the amendments to the Company Articles contemplated by the Stock Purchase Agreement, (b) against any action, proposal, transaction or agreement that would that, to the knowledge of 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 Stock Purchase Merger Agreement or of Holdings any Stockholder under this Agreement Agreement, and (cz) except as otherwise agreed to in writing in advance by PurchaserParent, against the following actions or proposals (other than the transactions contemplated by the Stock Purchase Merger Agreement): (i) any extraordinary corporate transaction, such as an amalgamation, a merger, consolidation share exchange, arrangement, reorganization, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company 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 business combination action or proposal involving the Company or any of its Subsidiaries and resulting from any Acquisition Proposal; (ii) a salethat, lease or transfer to the knowledge of a significant part of the assets of the Company or any of its Subsidiariessuch Stockholder, or a reorganization, recapitalization, dissolution or liquidation of the Company or 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 any of its Subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, materially delay, postpone, postpone or materially adversely affect the transactions contemplated by this Agreement 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 Stock Purchase Agreementresults of such vote or consent.

Agreement to Vote the Subject Shares. Holdings 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 (such period, the "Voting Period"), at any meeting (or any adjournment or postponement thereof) of the holders of any class or classes of the capital stock of the Company, however called, or in connection with any written consent of the holders of any class or classes of the capital stock of the Company, Holdings the Shareholders shall vote (or cause to be voted) the their Subject Shares (ax) 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 (x) the Stock Purchase Agreement, (y) the sale of the Operating Subsidiaries pursuant thereto terms of the Merger Agreement and each of the other transactions contemplated therein by the Merger Agreement (and (zany actions required in furtherance thereof) at every meeting of the amendments to shareholders of the Company Articles contemplated by the Stock Purchase Agreement(or in connection with any written consent) at which such matters are considered and at every adjournment thereof, (by) 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 Stock Purchase Merger Agreement or of Holdings the Shareholders under this Agreement Agreement, and (cz) except as otherwise agreed to in writing in advance by PurchaserParent, against the following actions or proposals (other than the transactions contemplated by the Stock Purchase Merger Agreement): (i) any extraordinary corporate transaction, such as an amalgamation, a merger, consolidation or other business combination involving the Company or any of its Subsidiaries subsidiaries and resulting from any Company Acquisition Proposal; (ii) a sale, lease or transfer of a significant part of the assets of the Company or any of its Subsidiariessubsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its Subsidiaries subsidiaries (each of the actions in clauses (i) and 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 Articles (other than the amendments contemplated by the Stock Purchase Agreement)Company's articles of incorporation or bylaws; (BC) any other material change in the Company's corporate structure or business of the Companybusiness; or (CD) any other action or proposal involving the Company or any of its Subsidiaries subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone, or adversely affect the transactions contemplated by the Merger Agreement. 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 Shareholders agrees not to enter into any agreement, letter of intent, agreement in principle or understanding with any person that violates or conflicts with or could reasonably be expected to violate or conflict with the provisions and agreements contained in this Agreement or the Stock Purchase Merger Agreement. For the avoidance of doubt, this Agreement is intended to constitute a voting agreement entered into under Section B, Article 2.30 of the TBCA for the duration of the Voting Period.

Agreement to Vote the Subject Shares. Holdings 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 (such period, the "Voting Period"), at any meeting (or any adjournment or postponement thereof) of the holders of any class or classes of the share capital stock of the Company, however called, or in connection with any written consent of the holders of any class or classes of the share capital stock of the Company, Holdings such Shareholder shall vote (or cause to be voted) the Subject Shares (ax) 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 (x) the Stock Purchase Agreement, (y) the sale of the Operating Subsidiaries pursuant thereto terms of the Acquisition Agreement and each of the other transactions contemplated therein and (z) the amendments to the Company Articles contemplated by the Stock Purchase AgreementAcquisition Agreement and this Agreement and any actions required in furtherance thereof, (by) 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 Stock Purchase Acquisition Agreement or of Holdings such Shareholder under this Agreement Agreement, and (cz) except as otherwise agreed to in writing in advance by PurchaserParent, against the following actions (other than the transactions contemplated by the Stock Purchase 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 resulting from any Acquisition Proposal; (ii) a sale, lease or transfer of a significant part of the assets of the Company 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 clauses (i) and 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 Company's Memorandum of Association or the Company's Articles (other than the amendments contemplated by the Stock Purchase Agreement)of Association; (BC) any other material change in the Company's corporate structure or business of the Companybusiness; or (CD) any other action involving the Company or any of its Subsidiaries that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or adversely affect the transactions contemplated by this Agreement or the Stock Purchase 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, letter of intent, agreement in principle or understanding with any Person that violates or conflicts with or could reasonably be expected to violate or conflict with the provisions and agreements contained in this Agreement or the Acquisition Agreement.

Agreement to Vote the Subject Shares. Holdings Each Stockholder, in its ------------------------------------ capacity as such, hereby agrees that during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the "Voting Period"), at any meeting (or any adjournment or postponement thereof) of ------------- the holders of any class or classes of the capital stock of the Company, however called, or in connection with any written consent of the holders of any class or classes of the capital stock of the Company, Holdings the Stockholders shall vote (or cause to be voted) the their Subject Shares (ax) 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 (x) the Stock Purchase Agreement, (y) the sale of the Operating Subsidiaries pursuant thereto terms of the Company Stockholder Authorizations and each of the other transactions contemplated therein by the Restructuring Agreement (and (zany actions required in furtherance thereof) at every meeting of the amendments to stockholders of the Company Articles contemplated by the Stock Purchase Agreement(or in connection with any written consent) at which such matters are considered and at every adjournment thereof, (by) 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 Stock Purchase Restructuring Agreement or of Holdings the Stockholders under this Agreement Agreement, and (cz) except as otherwise agreed to in writing in advance by Purchaserthe parties hereto, against the following actions or proposals (other than the transactions contemplated by the Stock Purchase Restructuring Agreement): (i) any extraordinary corporate transaction, such as an amalgamation, a merger, consolidation or other business combination involving the Company or any of its Subsidiaries and resulting from any Acquisition Proposalsubsidiaries; (ii) a sale, lease or transfer of a significant part of the assets of the Company or any of its Subsidiariessubsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its Subsidiaries subsidiaries (each of the actions in clauses (i) and 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 Articles (other than the amendments contemplated by the Stock Purchase Agreement)Company's certificate of incorporation or bylaws; (BC) any other material change in the Company's corporate structure or business of the Companybusiness; or (CD) any other action or proposal involving the Company or any of its Subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone, or adversely affect the transactions contemplated by the 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 Stockholders agrees not to enter into any agreement, letter of intent, agreement in principle or understanding with any person that violates or conflicts with or could reasonably be expected to violate or conflict with the provisions and agreements contained in this Agreement or the Stock Purchase 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. Holdings Each Stockholder, in its capacity as such, hereby agrees that that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the "“Voting Period"”), at any meeting (or any adjournment or postponement thereof) of the holders of any class or classes of the capital stock of the Company’s stockholders, however called, or in connection with any written consent of the holders of any class or classes of the capital stock of the Company’s stockholders, Holdings such Stockholder shall vote (or cause to be voted) the its Subject Shares (ax) subject to satisfaction of the condition set forth in Section 6.1(f)(ii) of the Stock Purchase Agreement, in favor of the approval of the terms of the Asset Purchase Agreement, the Asset Purchase and the adoption of other transactions contemplated by the Asset Purchase Agreement (x) the Stock Purchase Agreementand any actions required in furtherance thereof), (y) the sale of the Operating Subsidiaries pursuant thereto and each of the other transactions contemplated therein and (z) the amendments to the Company Articles contemplated by the Stock Purchase Agreement, (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 under contained in the Stock Asset Purchase Agreement or of Holdings under the Stockholders contained in this Agreement Agreement, and (cz) except as otherwise agreed to in writing in advance by Purchaserwith the written consent of Acquiror, against the following actions or proposals (other than the transactions contemplated by the Stock Asset 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 resulting from any Proposed Acquisition ProposalTransaction; (ii) a sale, lease or transfer of a significant part of the assets of the Company 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 clauses (i) and (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 material 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)Company’s certificate of incorporation or bylaws; (BC) any other material change in the Company’s corporate structure or business of the Companybusiness; or (CD) any other action or proposal involving the Company or any of its Subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone, postpone or adversely affect the 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 Stock 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 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 be inconsistent with or violative of the provisions and agreements contained in this Article II.

Agreement to Vote the Subject Shares. Holdings 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 (such period, the "Voting Period"), at any meeting (or any adjournment or postponement thereof) of the holders of any class or classes of the capital stock of the Company, however called, or in connection with any written consent of the holders of any class or classes of the capital stock of the Company, Holdings such Shareholder shall vote (or cause to be 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 Merger and the adoption of (x) the Stock Purchase Agreement, (y) the sale approval of the Operating Subsidiaries pursuant thereto terms of the Merger Agreement and each of the other transactions contemplated therein and (z) the amendments to the Company Articles contemplated by the Stock Purchase AgreementMerger Agreement and this Agreement and any actions required in 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 Stock Purchase Merger Agreement or of Holdings such Shareholder under this Agreement and (c) except as otherwise agreed to in writing in advance by PurchaserBuyer, against the following actions (other than the Merger and the transactions contemplated by the Stock Purchase Merger Agreement): (i) any extraordinary corporate transaction, such as an amalgamation, a merger, consolidation or other business combination involving the Company or any of its Subsidiaries and resulting from any Acquisition Proposal; (ii) a sale, lease or transfer of a significant part of the assets of the Company 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 clauses (i) and 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 Articles (other than the amendments contemplated by the Stock Purchase Agreement)Company's Certificate of Incorporation or By-laws; (BC) any other material change in the corporate structure or business of the CompanyCompany or any of its Subsidiaries; or (CD) any other action involving the Company or any of its Subsidiaries that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or adversely affect the Merger and the transactions contemplated by this Agreement or the Stock Purchase Merger Agreement. Each Shareholder hereby agrees that such Shareholder shall not, and shall cause its Affiliates not to, enter into any agreement, letter of intent, agreement in principle or understanding with any Person that violates or conflicts with, or could reasonably be expected to violate or conflict with, the provisions and agreements contained in this Agreement or the Merger Agreement.

Agreement to Vote the Subject Shares. Holdings 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 (such period, the "Voting Period"), at any meeting (or any adjournment or postponement thereof) of the holders of any class or classes of the capital stock of the CompanyFrontier, however called, or in connection with any written consent of the holders of any class or classes of the capital stock of the CompanyFrontier, Holdings Affiliate shall vote (or cause to be voted) the Affiliate's Subject Shares (ai) 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 (x) the Stock Purchase Agreement, (y) the sale terms of the Operating Subsidiaries pursuant thereto Merger Agreement and each of the other transactions contemplated therein and (z) the amendments to the Company Articles contemplated by the Stock Purchase AgreementMerger Agreement (and any actions required in 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, (bii) 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 Frontier or any of its subsidiaries under the Stock Purchase Merger Agreement or of Holdings Affiliate under this Agreement Agreement, and (ciii) except as otherwise agreed to in writing in advance by PurchaserHolly, against the following actions or proposals (other than the transactions contemplated by the Stock Purchase Merger Agreement): (iA) any extraordinary corporate transaction, such as an amalgamation, a merger, consolidation or other business combination involving the Company Frontier or any of its Subsidiaries subsidiaries and resulting from any Holly Acquisition Proposal; (iiB) a any sale, lease or transfer of a significant part of the assets (other than sales of current assets in the Company ordinary course of business) of Frontier or any of its Subsidiariessubsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company Frontier or any of its Subsidiaries subsidiaries (each of the actions in clauses (iA) and or (iiB), a "Business Combination"); and (iiiC)(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 (Aor their successors who were so approved); (2) any change in the present capitalization of the Company Frontier or any amendment of the Company Articles (other than the amendments contemplated by the Stock Purchase Agreement)Frontier's certificate of incorporation or bylaws; (B3) any other material change in the Frontier's corporate structure or business of the Companybusiness; or (C4) any other action or proposal involving the Company Frontier or any of its Subsidiaries subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone, or adversely affect the transactions contemplated by the Merger Agreement. 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. Affiliate agrees not to enter into any agreement, letter of intent, agreement in principle or understanding with any person that violates or conflicts with or could reasonably be expected to violate or conflict with the provisions and agreements contained in this Agreement or the Stock Purchase 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. Holdings 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 (such period, the "Voting Period"), at any meeting (or any adjournment or postponement thereof) of the holders of any class or classes of the capital stock of the CompanyXxxxx, however called, or in connection with any written consent of the holders of any class or classes of the capital stock of the CompanyXxxxx, Holdings Holder shall vote (or cause to be voted) the Holder's Subject Shares (ai) 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 (x) the Stock Purchase Agreement, (y) the sale terms of the Operating Subsidiaries pursuant thereto Merger Agreement and each of the other transactions contemplated therein and (z) the amendments to the Company Articles contemplated by the Stock Purchase AgreementMerger Agreement (and any actions required in 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, (bii) 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 Xxxxx or any of its subsidiaries under the Stock Purchase Merger Agreement or of Holdings Holder under this Agreement Agreement, and (ciii) except as otherwise agreed to in writing in advance by PurchaserFrontier, against the following actions or proposals (other than the transactions contemplated by the Stock Purchase Merger Agreement): (iA) any extraordinary corporate transaction, such as an amalgamation, a merger, consolidation or other business combination involving the Company Xxxxx or any of its Subsidiaries subsidiaries and resulting from any Xxxxx Acquisition Proposal; (iiB) a any sale, lease or transfer of a significant part of the assets (other than sales of current assets in the Company ordinary course of business) of Xxxxx or any of its Subsidiariessubsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company Xxxxx or any of its Subsidiaries subsidiaries (each of the actions in clauses (iA) and or (iiB), a "Business Combination"); and (iiiC)(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 (Aor their successors who were so approved); (2) any change in the present capitalization of the Company Xxxxx or any amendment of the Company Articles (other than the amendments contemplated by the Stock Purchase Agreement)Holly's certificate of incorporation or bylaws; (B3) any other material change in the Holly's corporate structure or business of the Companybusiness; or (C4) any other action or proposal involving the Company Xxxxx or any of its Subsidiaries subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone, or adversely affect the transactions contemplated by the Merger Agreement. 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. Holder agrees not to enter into any agreement, letter of intent, agreement in principle or understanding with any person that violates or conflicts with or could reasonably be expected to violate or conflict with the provisions and agreements contained in this Agreement or the Stock Purchase 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. Holdings 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 (such period, the "“Voting Period"”), at any meeting (or any adjournment or postponement thereof) of the holders of any class or classes of the capital stock of the CompanyFiberTower, however called, or in connection with any written consent of the holders of any class or classes of the capital stock of the CompanyFiberTower, Holdings Holder shall vote (or cause to be voted) the Holder’s Subject Shares (ai) 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 (x) the Stock Purchase terms of the Merger Agreement, (y) the sale amendment to the certificate of incorporation of FiberTower, the amendment to the FiberTower Stock Option Plan and the conversion of all of the Operating Subsidiaries shares of Series A Preferred Stock, $0.0001 par value per share, of FiberTower (“Preferred Stock”) into shares of Common Stock pursuant thereto to the terms of FiberTower’s certificate of incorporation, each as contemplated by the Merger Agreement or the FiberTower Disclosure Letter, and each of the other transactions contemplated therein and (z) the amendments to the Company Articles contemplated by the Stock Purchase AgreementMerger Agreement (and any actions required in 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, (bii) 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 FiberTower under the Stock Purchase Merger Agreement or of Holdings Holder under this Agreement Agreement, and (ciii) except as otherwise agreed to in writing in advance by PurchaserFirst Avenue, against the following actions or proposals (other than the transactions contemplated by the Stock Purchase Merger Agreement): (iA) any extraordinary corporate transaction, such as an amalgamation, a merger, consolidation or other business combination involving the Company or FiberTower and any of its Subsidiaries and resulting from any FiberTower Acquisition Proposal; (iiB) a any sale, lease or transfer of a significant part of the assets (other than sales of current assets in the Company or any ordinary course of its Subsidiariesbusiness) of FiberTower, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its Subsidiaries FiberTower (each of the actions in clauses (iA) and or (iiB), a "“Business Combination"”); and (iiiC) any 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 persons who were directors of FiberTower as of the date of this Agreement (Aor their successors who were so approved); (D) any change in the present capitalization of the Company FiberTower or any amendment of FiberTower’s certificate of incorporation or bylaws not otherwise permitted under the Company Articles (other than the amendments contemplated by the Stock Purchase Merger Agreement); (BE) any other material change in the FiberTower’s corporate structure or business of the Companybusiness; or (CF) any other action or proposal involving the Company or any of its Subsidiaries FiberTower that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone, or adversely affect the transactions contemplated by the Merger Agreement. 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. Holder agrees not to enter into any agreement, letter of intent, agreement in principle or understanding with any person that violates or conflicts with or could reasonably be expected to violate or conflict with the provisions and agreements contained in this Agreement or the Stock Purchase 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. Holdings Each Stockholder, in its ------------------------------------ capacity as such, hereby agrees that during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the "Voting Period"), at any meeting (or any adjournment or postponement thereof) of the holders of any class or classes of the capital stock of the Company, however called, or in connection with any written consent of the holders of any class or classes of the capital stock of the Company, Holdings the Stockholders shall vote (or cause to be voted) the their Subject Shares (ax) 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 (x) the Stock Purchase Agreement, (y) the sale of the Operating Subsidiaries pursuant thereto terms of the Company Stockholder Authorizations and each of the other transactions contemplated therein by the Restructuring Agreement (and (zany actions required in furtherance thereof) at every meeting of the amendments to stockholders of the Company Articles contemplated by the Stock Purchase Agreement(or in connection with any written consent) at which such matters are considered and at every adjournment thereof, (by) 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 Stock Purchase Restructuring Agreement or of Holdings the Stockholders under this Agreement Agreement, and (cz) except as otherwise agreed to in writing in advance by Purchaserthe parties hereto, against the following actions or proposals (other than the transactions contemplated by the Stock Purchase Restructuring Agreement): (i) any extraordinary corporate transaction, such as an amalgamation, a merger, consolidation or other business combination involving the Company or any of its Subsidiaries and resulting from any Acquisition Proposalsubsidiaries; (ii) a sale, lease or transfer of a significant part of the assets of the Company or any of its Subsidiariessubsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its Subsidiaries subsidiaries (each of the actions in clauses (i) and 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 Articles (other than the amendments contemplated by the Stock Purchase Agreement)Company's certificate of incorporation or bylaws; (BC) any other material change in the Company's corporate structure or business of the Companybusiness; or (CD) any other action or proposal involving the Company or any of its Subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone, or adversely affect the transactions contemplated by the 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 Stockholders agrees not to enter into any agreement, letter of intent, agreement in principle or understanding with any person that violates or conflicts with or could reasonably be expected to violate or conflict with the provisions and agreements contained in this Agreement or the Stock Purchase 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. Holdings Each Stockholder hereby agrees that that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the "Voting Period"), at any duly called meeting of the stockholders of the Company (or any adjournment or postponement thereof) ), and in any action by written consent of the holders of any class or classes of the capital stock stockholders of the Company, however calledsuch Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or in connection with any written consent otherwise cause its Subject Shares to be counted as present thereat for purposes of the holders of any class or classes of the capital stock of the Companyestablishing a quorum, Holdings and it shall vote or consent (or cause to be voted) the voted or consented), in person or by proxy, all its Subject Shares (ax) subject to satisfaction of the condition set forth in Section 6.1(f)(ii) of the Stock Purchase Agreement, in favor of the approval adoption of the Merger Agreement, the Merger and the adoption of other transactions contemplated by the Merger Agreement (x) the Stock Purchase Agreementand any actions required in furtherance thereof), (y) the sale of the Operating Subsidiaries pursuant thereto and each of the other transactions contemplated therein and (z) the amendments to the Company Articles contemplated by the Stock Purchase Agreement, (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 under contained in the Stock Purchase Merger Agreement or of Holdings under any Stockholder contained in this Agreement Agreement, and (cz) except as otherwise agreed to in writing in advance by Purchaserwith the written consent of Parent, against the following actions or proposals (other than the transactions contemplated by the Stock Purchase Merger Agreement): (i) any extraordinary corporate transactionDiamond Acquisition Proposal (other than a Diamond Acquisition Proposal by Parent or its Affiliates); or (ii) any other action or proposal, such as an amalgamation, merger, consolidation or other business combination involving the Company or any of its Subsidiaries and resulting from any Acquisition Proposal; (ii) a sale, lease or transfer of a significant part of the assets of the Company 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 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 any of its Subsidiaries Diamond Subsidiary that is intended, or could would reasonably be expected, expected to prevent or materially impede, interfere with, delay, postpone, postpone or adversely affect the transactions contemplated by the Merger Agreement, including the Merger. Each Stockholder 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 "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 be inconsistent with or violative of the provisions and agreements contained in this Agreement or the Stock Purchase AgreementArticle II.

Agreement to Vote the Subject Shares. Holdings Each Stockholder hereby unconditionally and irrevocably agrees that that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the "Voting Period"), at any duly called meeting of the stockholders of the Company (or any adjournment or postponement thereof) of the holders of ), and in any class or classes of the capital stock of the Company, however called, or in connection with any action by written consent of the holders of any class or classes stockholders of the capital stock of Company requested by the Company’s board of directors or undertaken as contemplated by the Transactions, Holdings such Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and it shall vote or consent (or cause to be voted) the voted or consented), in person or by proxy, all of its 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 (x) the Stock Purchase Agreement, (y) the sale Agreement and approval of the Operating Subsidiaries pursuant thereto Transactions (and each of the other transactions contemplated therein and (z) the amendments to the Company Articles contemplated by the Stock Purchase Agreementany actions required in 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 under contained in the Stock Purchase Agreement or of Holdings under this Agreement and 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 any 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), (d) in favor of the proposals set forth in the proxy statement filed by the Company with the SEC relating to the Offer and the Transactions (the “Preliminary Proxy”) and (e) except as otherwise agreed to set forth in writing in advance by Purchaserthe Preliminary Proxy, against the following actions or proposals (other than the transactions contemplated by the Stock Purchase AgreementTransactions): (i) any extraordinary corporate transaction, such as an amalgamation, merger, consolidation or other business combination involving the Company Acquisition Transaction or any of its Subsidiaries and resulting from any Acquisition Proposal; (ii) a sale, lease or transfer of a significant part proposal in opposition to approval of the assets of Purchase Agreement or in competition with or materially inconsistent with the Company 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 clauses (i) Purchase Agreement; and (ii), a "Business Combination"); and (iii) (A) any material change in the present capitalization of the Company or any amendment of the Company Articles (other than certificate of incorporation or bylaws of the amendments contemplated by the Stock Purchase Agreement)Company; (B) any other material change in the Company’s corporate structure or business of the Companybusiness; or (C) any other action or proposal involving the Company or any of its Subsidiaries subsidiaries that is intended, or could would reasonably be expected, to prevent, impede, interfere with, delay, postpone, postpone or adversely affect in any material respect the transactions contemplated by Transactions or would reasonably be expected to result in any of the conditions to the Company’s obligations under the Purchase Agreement not being fulfilled. Each of the Stockholders agrees not to, and shall cause its Affiliates not to, enter into any agreement, commitment or arrangement with any person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Agreement or the Stock Purchase AgreementArticle II.

Agreement to Vote the Subject Shares. Holdings Each Stockholder hereby agrees that that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the "Voting Period"), at any duly called meeting of the stockholders of the Company (or any adjournment or postponement thereof) ), and in any action by written consent of the holders of any class or classes of the capital stock stockholders of the Company, however calledsuch Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or in connection with any written consent otherwise cause its Subject Shares to be counted as present thereat for purposes of the holders of any class or classes of the capital stock of the Companyestablishing a quorum, Holdings and it shall vote or consent (or cause to be voted) the voted or consented), in person or by proxy, all its Subject Shares (ax) subject to satisfaction of the condition set forth in Section 6.1(f)(ii) of the Stock Purchase Agreement, in favor of the approval adoption of the Merger Agreement, the Merger and the adoption of other transactions contemplated by the Merger Agreement (x) the Stock Purchase Agreementand any actions required in furtherance thereof), (y) the sale of the Operating Subsidiaries pursuant thereto and each of the other transactions contemplated therein and (z) the amendments to the Company Articles contemplated by the Stock Purchase Agreement, (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 under contained in the Stock Purchase Merger Agreement or of Holdings under any Stockholder contained in this Agreement Agreement, and (cz) except as otherwise agreed to in writing in advance by Purchaserwith the written consent of Parent, against the following actions or proposals (other than the transactions contemplated by the Stock Purchase Merger Agreement): (i) any extraordinary corporate transactionDiamond Acquisition Proposal (other than a Diamond Acquisition Proposal by Parent or its Affiliates); or (ii) any other action or proposal, such as an amalgamation, merger, consolidation or other business combination involving the Company or any of its Subsidiaries and resulting from any Acquisition Proposal; (ii) a sale, lease or transfer of a significant part of the assets of the Company 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 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 any of its Subsidiaries Diamond Subsidiary that is intended, or could would reasonably be expected, expected to prevent or materially impede, interfere with, delay, postpone, postpone or adversely affect the transactions contemplated by the Merger Agreement, including the Merger. Each Stockholder 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 “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 be inconsistent with or violative of the provisions and agreements contained in this Agreement or the Stock Purchase AgreementArticle II.

Agreement to Vote the Subject Shares. Holdings 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 (such period, the "Voting PeriodVOTING PERIOD"), at any meeting (or any adjournment or postponement thereof) of the holders of any class or classes of the capital stock of the Company, however called, or in connection with any written consent of the holders of any class or classes of the capital stock of the Company, Holdings the Stockholder shall vote (or cause to be voted) the Subject Shares (ax) subject to satisfaction of the condition set forth in Section 6.1(f)(ii) of the Stock Purchase Agreement, in favor of the approval Merger and the adoption of (x) the Stock Purchase Agreement, (y) the sale approval of the Operating Subsidiaries pursuant thereto terms of the Merger Agreement and each of the other transactions contemplated therein and (z) the amendments to the Company Articles contemplated by the Stock Purchase AgreementMerger Agreement and this Agreement and any actions required in furtherance thereof, (by) against any action, transaction or agreement that the Stockholder knows 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 Stock Purchase Merger Agreement or of Holdings the Stockholder under this Agreement and (cz) except as otherwise agreed to in writing in advance by PurchaserParent, against the following actions (other than the Merger and the transactions contemplated by the Stock Purchase Merger Agreement, including the PHFL Offer and the sale of the Company's equity interests in PHFT): (i) any extraordinary corporate transaction, such as an amalgamation, a merger, consolidation or other business combination involving the Company or any of its Subsidiaries and resulting from any Acquisition Proposal; (ii) a sale, lease or transfer of a significant part all or substantially all of the assets of the Company 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 clauses (i) and or (ii), a "Business CombinationBUSINESS 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 Company's Articles (other than the amendments contemplated by the Stock Purchase Agreement)of Amendment and Restatement or Bylaws; (BC) any other material change in the Company's corporate structure or business of the Companybusiness; or (CD) any other action involving the Company or any of its Subsidiaries that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or adversely affect the Merger and the transactions contemplated by this Agreement or the Stock Purchase Merger Agreement. The Stockholder hereby agrees that the Stockholder shall not, and shall cause its Affiliates not to, enter into any agreement, letter of intent, agreement in principle or understanding with any Person that violates or conflicts with, or could reasonably be expected to violate or conflict with, the provisions and agreements contained in this Agreement or the Merger Agreement.

Agreement to Vote the Subject Shares. Holdings 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 (such period, the "Voting Period"), at any meeting (or any adjournment or postponement thereof) of the holders of any class or classes of the capital stock of the CompanyHolly, however called, or in connection with any written consent of the holders of any class or classes of the capital stock of the CompanyHolly, Holdings Holder shall vote (or cause to be voted) the Holder's Subject Shares (ai) 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 (x) the Stock Purchase Agreement, (y) the sale terms of the Operating Subsidiaries pursuant thereto Merger Agreement and each of the other transactions contemplated therein and (z) the amendments to the Company Articles contemplated by the Stock Purchase AgreementMerger Agreement (and any actions required in 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, (bii) 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 Holly or any of its subsidiaries under the Stock Purchase Merger Agreement or of Holdings Holder under this Agreement Agreement, and (ciii) except as otherwise agreed to in writing in advance by PurchaserFrontier, against the following actions or proposals (other than the transactions contemplated by the Stock Purchase Merger Agreement): (iA) any extraordinary corporate transaction, such as an amalgamation, a merger, consolidation or other business combination involving the Company Holly or any of its Subsidiaries subsidiaries and resulting from any Holly Acquisition Proposal; (iiB) a any sale, lease or transfer of a significant part of the assets (other than sales of current assets in the Company ordinary course of business) of Holly or any of its Subsidiariessubsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company Holly or any of its Subsidiaries subsidiaries (each of the actions in clauses (iA) and or (iiB), a "Business Combination"); and (iiiC)(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 (Aor their successors who were so approved); (2) any change in the present capitalization of the Company Holly or any amendment of the Company Articles (other than the amendments contemplated by the Stock Purchase Agreement)Holly's certificate of incorporation or bylaws; (B3) any other material change in the Holly's corporate structure or business of the Companybusiness; or (C4) any other action or proposal involving the Company Holly or any of its Subsidiaries subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone, or adversely affect the transactions contemplated by the Merger Agreement. 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. Holder agrees not to enter into any agreement, letter of intent, agreement in principle or understanding with any person that violates or conflicts with or could reasonably be expected to violate or conflict with the provisions and agreements contained in this Agreement or the Stock Purchase 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. Holdings 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 (such period, the "Voting Period"), at any meeting (or any adjournment or postponement thereof) of the holders of any class or classes of the capital stock of the Company, however called, or in connection with any written consent of the holders of any class or classes of the capital stock of the Company, Holdings the Stockholder shall vote (or cause to be voted) the Subject Shares (ax) subject to satisfaction of the condition set forth in Section 6.1(f)(ii) of the Stock Purchase Agreement, in favor of the approval Merger and the adoption of (x) the Stock Purchase Agreement, (y) the sale approval of the Operating Subsidiaries pursuant thereto terms of the Merger Agreement and each of the other transactions contemplated therein and (z) the amendments to the Company Articles contemplated by the Stock Purchase AgreementMerger Agreement and this Agreement and any actions required in furtherance thereof, (by) against any action, transaction or agreement that the Stockholder knows 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 Stock Purchase Merger Agreement or of Holdings the Stockholder under this Agreement and (cz) except as otherwise agreed to in writing in advance by PurchaserParent, against the following actions (other than the Merger and the transactions contemplated by the Stock Purchase Merger Agreement, including the PHFL Offer and the sale of the Company's equity interests in PHFT): (i) any extraordinary corporate transaction, such as an amalgamation, a merger, consolidation or other business combination involving the Company or any of its Subsidiaries and resulting from any Acquisition Proposal; (ii) a sale, lease or transfer of a significant part all or substantially all of the assets of the Company 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 clauses (i) and 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 Company's Articles (other than the amendments contemplated by the Stock Purchase Agreement)of Amendment and Restatement or Bylaws; (BC) any other material change in the Company's corporate structure or business of the Companybusiness; or (CD) any other action involving the Company or any of its Subsidiaries that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or adversely affect the Merger and the transactions contemplated by this Agreement or the Stock Purchase Merger Agreement. The Stockholder hereby agrees that the Stockholder shall not, and shall cause its Affiliates not to, enter into any agreement, letter of intent, agreement in principle or understanding with any Person that violates or conflicts with, or could reasonably be expected to violate or conflict with, the provisions and agreements contained in this Agreement or the Merger Agreement.

Agreement to Vote the Subject Shares. Holdings Each Stockholder hereby agrees that that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the "“Voting Period"”), at any meeting (or any adjournment or postponement thereof) of the holders of any class or classes of the capital stock of the Company’s stockholders, however called, or in connection with any written consent of the holders of any class or classes of the capital stock of the Company’s stockholders, Holdings such Stockholder shall vote (or cause to be voted) the its Subject Shares (ax) 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 the Merger Agreement and the transactions contemplated thereby, including the Merger (x) the Stock Purchase Agreementand any actions directly required in furtherance thereof), (y) the sale of the Operating Subsidiaries pursuant thereto and each of the other transactions contemplated therein and (z) the amendments to the Company Articles contemplated by the Stock Purchase Agreement, (b) against any action, proposal, transaction or agreement that would that, to the knowledge of 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 Stock Purchase Merger Agreement or of Holdings any Stockholder under this Agreement Agreement, and (cz) except as otherwise agreed to in writing in advance by PurchaserParent, against the following actions or proposals (other than the transactions contemplated by the Stock Purchase Merger Agreement): (i) any extraordinary corporate transaction, such as an amalgamation, a merger, consolidation share exchange, arrangement, reorganization, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company 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 business combination action or proposal involving the Company or any of its Subsidiaries and resulting from any Acquisition Proposal; (ii) a salethat, lease or transfer to the knowledge of a significant part of the assets of the Company or any of its Subsidiariessuch Stockholder, or a reorganization, recapitalization, dissolution or liquidation of the Company or 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 any of its Subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, materially delay, postpone, postpone or materially adversely affect the transactions contemplated by this Agreement 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 Stock Purchase Agreementresults of such vote or consent.

Agreement to Vote the Subject Shares. Holdings 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 (such period, the "Voting Period"), at any meeting (or any adjournment or postponement thereof) of the holders of any class or classes of the capital stock of the CompanyFrontier, however called, or in connection with any written consent of the holders of any class or classes of the capital stock of the CompanyFrontier, Holdings Affiliate shall vote (or cause to be voted) the Affiliate's Subject Shares (ai) 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 (x) the Stock Purchase Agreement, (y) the sale terms of the Operating Subsidiaries pursuant thereto Merger Agreement and each of the other transactions contemplated therein and (z) the amendments to the Company Articles contemplated by the Stock Purchase AgreementMerger Agreement (and any actions required in 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, (bii) 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 Frontier or any of its subsidiaries under the Stock Purchase Merger Agreement or of Holdings Affiliate under this Agreement Agreement, and (ciii) except as otherwise agreed to in writing in advance by PurchaserXxxxx, against the following actions or proposals (other than the transactions contemplated by the Stock Purchase Merger Agreement): (iA) any extraordinary corporate transaction, such as an amalgamation, a merger, consolidation or other business combination involving the Company Frontier or any of its Subsidiaries subsidiaries and resulting from any Xxxxx Acquisition Proposal; (iiB) a any sale, lease or transfer of a significant part of the assets (other than sales of current assets in the Company ordinary course of business) of Frontier or any of its Subsidiariessubsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company Frontier or any of its Subsidiaries subsidiaries (each of the actions in clauses (iA) and or (iiB), a "Business Combination"); and (iiiC)(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 (Aor their successors who were so approved); (2) any change in the present capitalization of the Company Frontier or any amendment of the Company Articles (other than the amendments contemplated by the Stock Purchase Agreement)Frontier's certificate of incorporation or bylaws; (B3) any other material change in the Frontier's corporate structure or business of the Companybusiness; or (C4) any other action or proposal involving the Company Frontier or any of its Subsidiaries subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone, or adversely affect the transactions contemplated by the Merger Agreement. 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. Affiliate agrees not to enter into any agreement, letter of intent, agreement in principle or understanding with any person that violates or conflicts with or could reasonably be expected to violate or conflict with the provisions and agreements contained in this Agreement or the Stock Purchase 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. Holdings 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(n) (such period, the "“Voting Period"”), at any meeting (or any adjournment or postponement thereof) of the holders of any class or classes of the capital stock Capital Stock of the Company, however called, or in connection with any written consent of the holders of any class or classes of the capital stock of the CompanyCapital Stock, Holdings Holder shall vote (or cause to be voted) the Holder’s Subject Shares (ato the extent such Subject Shares are entitled to vote) subject (i) unless there has been an Adverse Recommendation Change pursuant to satisfaction of the condition set forth in Section 6.1(f)(ii5.8(d) of the Stock Purchase AgreementMerger Agreement which remains in effect at the time of such vote, in favor of the Merger and the approval and the adoption of (x) the Stock Purchase Agreement, (y) the sale terms of the Operating Subsidiaries pursuant thereto Merger Agreement and each of the other transactions contemplated therein by the Merger Agreement (and any actions required in furtherance thereof) and (z) the amendments to the Company Articles contemplated by the Stock Purchase Agreement, (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 under the Stock Purchase Agreement or of Holdings under this Agreement and (cii) except as otherwise agreed to in writing in advance by PurchaserParent, against the following actions or proposals (other than the transactions contemplated by the Stock Purchase Merger Agreement): (iA) any extraordinary corporate transaction, such as an amalgamation, a merger, consolidation or other business combination involving the Company or any of its Subsidiaries and resulting from any Acquisition ProposalCompany; (iiB) a any sale, lease or transfer of a significant part material amount of the assets of the Company or any of its SubsidiariesCompany, or a reorganization, recapitalization, dissolution or liquidation of Company; (C) any change in the persons who constitute the board of directors of Company or any of its Subsidiaries (each that is not approved in advance by at least a majority of the actions in clauses persons who were directors of Company as of the date of this Agreement (i) and (ii), a "Business Combination"or their successors who were so approved); and (iii) (AD) any material change in the present capitalization of the Company or any amendment of Company’s certificate of incorporation or bylaws not otherwise permitted under the Company Articles (other than the amendments contemplated by the Stock Purchase Merger Agreement); (B) any other material change in the corporate structure or business of the Company; or (CE) any other action or proposal involving the Company or any of its Subsidiaries that is intended, or could would reasonably be expected, to prevent, impede, interfere with, delay, postpone, or adversely affect the transactions contemplated by 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. Holder agrees not to enter into any contract or other agreement with any person that violates or conflicts with or could reasonably be expected to violate or conflict with the provisions and agreements contained in this Agreement or the Stock Purchase 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.