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

Agreement to Vote the Subject Shares. The Sponsor hereby unconditionally and irrevocably agrees that, during the Voting Period, at any duly called meeting of the shareholders of the Purchaser (and at any or all adjournments or postponements thereof), and in any action by written consent of the shareholders of the Purchaser requested by Purchaser’s board of directors or undertaken as contemplated by the Transactions, the Sponsor shall, if a meeting is called, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and the Sponsor shall vote or consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares (a) in favor of the adoption of the Merger Agreement and approval of 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 Purchaser or Merger Sub contained in the Merger Agreement, (c) in favor of each of the proposals set forth in the Registration Statement / Proxy Statement, and (d) except as expressly set forth in the Registration Statement / Proxy Statement, against the following actions or proposals: (i) any proposal in opposition to approval of the Merger Agreement or in competition with or materially inconsistent with the Merger Agreement; or (ii) (A) any amendment of the certificate of incorporation or bylaws of the Purchaser; (B) any change in Purchaser’s corporate structure or business; or (C) any other action or proposal involving Purchaser or any of its subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the Transactions in any material respect or would reasonably be expected to result in any of Purchaser’s closing conditions or obligations under the Merger Agreement not being satisfied. The Sponsor 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 Article II.

Agreement to Vote the Subject Shares. The Sponsor hereby unconditionally and irrevocably agrees that, during the Voting Period, at any duly called meeting of the shareholders of the Purchaser (and at any or all adjournments or postponements thereof), and in any action by written consent of the shareholders of the Purchaser requested by Purchaser’s board of directors or undertaken as contemplated by the Transactions, the Sponsor shall, if a meeting is called, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and the Sponsor shall vote or consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares (a) in favor of the adoption of the Merger Agreement and approval of 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 Purchaser Purchaser, Holdco, Denali Merger Sub, or Longevity Merger Sub contained in the Merger Agreement, (c) in favor of each of the proposals set forth in the Registration Statement / Proxy Statement, and (d) except as expressly set forth in the Registration Statement / Proxy Statement, against the following actions or proposals: (i) any proposal in opposition to approval of the Merger Agreement or in competition with or materially inconsistent with the Merger Agreement; or (ii) (A) any amendment of the certificate of incorporation or bylaws of the Purchaser; (B) any change in Purchaser’s corporate structure or business; or (C) any other action or proposal involving Purchaser or any of its subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the Transactions in any material respect or would reasonably be expected to result in any of Purchaser’s closing conditions or obligations under the Merger Agreement not being satisfied. The Sponsor 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 Article II.

Agreement to Vote the Subject Shares. The Sponsor Each Stockholder hereby unconditionally and irrevocably agrees that, during the Voting Period, at any duly called meeting of the shareholders stockholders of the Purchaser HCIC (and at or any adjournment or all adjournments or postponements postponement thereof), and in any action by written consent of the shareholders stockholders of the Purchaser HCIC requested by PurchaserHCIC’s board of directors or undertaken as contemplated by the Transactions, the Sponsor such Stockholder shall, if a meeting is calledheld, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and the Sponsor such Stockholder shall vote or duly and promptly execute and provide written consent (or cause to be voted or so consented), in person or by proxy, all of its Subject Shares (a) in favor of the adoption of the Merger Agreement and approval of 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 Purchaser or Merger Sub HCIC contained in the Merger Agreement, (c) in favor of each of the proposals set forth in the Registration Statement / Proxy Statement, and (d) except as expressly set forth in the Registration Statement / Proxy Statement, against the following actions or proposals: (i) any proposal in opposition to approval of the Merger Agreement or in competition with or materially inconsistent with the Merger Agreement; or Agreement and (ii) (A) any amendment of the certificate of incorporation or bylaws of the Purchaser; HCIC, (B) any change in PurchaserHCIC’s corporate structure or business; , or (C) any other action or proposal involving Purchaser HCIC or any of its subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the Transactions in any material respect or would reasonably be expected to result in any of Purchaser’s the closing conditions or obligations of HCIC under the Merger Agreement not being satisfied. The Sponsor 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 Article II.

Agreement to Vote the Subject Shares. The Sponsor Each Stockholder hereby unconditionally and irrevocably agrees that, during the Voting Period, at any duly called meeting of the shareholders stockholders of the Purchaser (and at or any adjournment or all adjournments or postponements postponement thereof), and in any action by written consent of the shareholders stockholders of the Purchaser requested by Purchaser’s board of directors or undertaken as contemplated by the Transactions, the Sponsor such Stockholder shall, if a meeting is calledheld, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and the Sponsor it shall vote or consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares (a) in favor of the adoption approval of the Merger Purchase Agreement and approval of 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 Purchaser or Merger Sub contained in the Merger Purchase Agreement, (c) in favor of each of the proposals set forth in Purchaser’s proxy statement (including in favor of the Registration Statement / election of the Seller’s designees to the board of directors of Purchaser set forth on Schedule II hereto and in favor of each proposal to amend the Purchaser’s Amended and Restated Certificate of Incorporation consistent with Exhibit B to the Purchase Agreement), to be filed by Purchaser with the SEC relating to the Offer and the Transactions (including any proxy supplement thereto, the “Proxy Statement”), and (d) except for any proposal to adjourn or postpone the Special Meeting to a later date if there are not sufficient votes for approval of the Purchase Agreement and the other proposals related thereto as expressly set forth in the Registration Proxy Statement / on the date on which such meeting is held and (e) except as set forth in the Proxy Statement, against the following actions or proposals: (i) any Purchaser Acquisition Transaction or any proposal in opposition to approval of the Merger Purchase Agreement or in competition with or materially inconsistent with the Merger Purchase Agreement; or and (ii) (A) any change in the present capitalization of Purchaser or any amendment of the certificate of incorporation or bylaws of Purchaser, except to the Purchaser; extent expressly contemplated by the Purchase Agreement, (B) any liquidation, dissolution or other change in Purchaser’s corporate structure or business; , (C) any action, proposal, transaction or agreement that would result in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of a Stockholder under this Agreement, or (CD) any other action or proposal involving Purchaser or any of its subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the Transactions in any material respect or would reasonably be expected to result in any of Purchaser’s closing conditions or obligations under the Merger Purchase Agreement not being satisfied. The Sponsor Each of the Stockholders agrees not to, and shall cause its affiliates Affiliates not to, enter into any agreement, commitment or arrangement with any personPerson, 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. The Sponsor Each Stockholder hereby unconditionally and irrevocably agrees that, during the Voting Period, at any duly called meeting of the shareholders stockholders of the Purchaser HCAC (and at or any adjournment or all adjournments or postponements postponement thereof), and in any action by written consent of the shareholders stockholders of the Purchaser HCAC requested by PurchaserHCAC’s board of directors or undertaken as contemplated by the Transactions, the Sponsor such Stockholder shall, if a meeting is calledheld, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and the Sponsor such Stockholder shall vote or consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares (a) in favor of the adoption of the Merger Agreement and approval of 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 Purchaser HCAC, First Merger Sub, or Second Merger Sub contained in the Merger Agreement, (c) in favor of each of the proposals set forth in the Registration Statement / Proxy Statement, and (d) except as expressly set forth in the Registration Statement / Proxy Statement, against the following actions or proposals: (i) any proposal in opposition to approval of the Merger Agreement or in competition with or materially inconsistent with the Merger Agreement; or and (ii) (A) any amendment of the certificate of incorporation or bylaws of the PurchaserHCAC; (B) any change in PurchaserHCAC’s corporate structure or business; or (C) any other action or proposal involving Purchaser HCAC or any of its subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the Transactions in any material respect or would reasonably be expected to result in any of PurchaserHCAC’s closing conditions or obligations under the Merger Agreement not being satisfied. The Sponsor 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 Article II.

Agreement to Vote the Subject Shares. The Sponsor Each Stockholder hereby unconditionally and irrevocably agrees that, during the Voting Period, at any duly called meeting of the shareholders stockholders of the Purchaser 7GC (and at or any adjournment or all adjournments or postponements postponement thereof), and in any action by written consent of the shareholders stockholders of the Purchaser 7GC requested by Purchaser7GC’s board of directors or undertaken as contemplated by the Transactions, the Sponsor such Stockholder shall, if a meeting is calledheld, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and the Sponsor such Stockholder shall vote or consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares (a) in favor of the adoption of the Merger Agreement and approval of 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 Purchaser 7GC, First Merger Sub or Second Merger Sub contained in the Merger Agreement, (c) in favor of each of the proposals set forth in the Registration Statement / Proxy Statement, and (d) except as expressly set forth in the Registration Statement / Proxy Statement, against the following actions or proposals: (i) any proposal in opposition to approval of the Merger Agreement or in competition with or materially inconsistent with the Merger Agreement; or (ii) (A) any amendment of the certificate of incorporation or bylaws of the Purchaser7GC; (B) any change in Purchaser7GC’s corporate structure or business; or (C) any other action or proposal involving Purchaser 7GC or any of its subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the Transactions in any material respect or would reasonably be expected to result in any of Purchaser7GC’s closing conditions or obligations under the Merger Agreement not being satisfied. The Sponsor 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 Article II.

Agreement to Vote the Subject Shares. The Each Sponsor Stockholder hereby unconditionally and irrevocably agrees that, during the Voting Period, at any duly called meeting of the shareholders stockholders of the Purchaser PSAC (and at or any adjournment or all adjournments or postponements postponement thereof), and in any action by written consent of the shareholders stockholders of the Purchaser PSAC requested by PurchaserPSAC’s board of directors or undertaken as contemplated by the Transactions, the such Sponsor Stockholder shall, if a meeting is calledheld, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and the such Sponsor Stockholder shall vote or consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares (a) in favor of the adoption of the Merger Agreement and approval of 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 Purchaser or Merger Sub Acquiror contained in the Merger Agreement, (c) in favor of each of the proposals set forth in the Registration Statement / Proxy Statement, and (d) except as expressly set forth in the Registration Statement / Proxy Statement, against the following actions or proposals: (i) any proposal in opposition to approval of the Merger Agreement or in competition with or materially inconsistent with the Merger Agreement; or and (ii) (A) any amendment of the certificate of incorporation or bylaws of the PurchaserPSAC; (B) any change in PurchaserPSAC’s corporate structure or business; or (C) any other action or proposal involving Purchaser PSAC or any of its subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the Transactions in any material respect or would reasonably be expected to result in any of PurchaserPSAC’s closing conditions or obligations under the Merger Agreement not being satisfied. The Each of the Sponsor 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 Article II.

Agreement to Vote the Subject Shares. The Sponsor Each Stockholder hereby unconditionally and irrevocably agrees that, during the Voting Period, at any duly called meeting of the shareholders stockholders of the Purchaser Parent (and at or any adjournment or all adjournments or postponements postponement thereof), and in any action by written consent of the shareholders stockholders of the Purchaser Parent requested by PurchaserParent’s board of directors or undertaken as contemplated by the Transactions, the Sponsor such Stockholder shall, if a meeting is calledheld, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and the Sponsor it shall vote or consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares (a) in favor of the adoption of the Merger Agreement and approval of 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 Purchaser Parent or Merger Sub contained in the Merger Agreement, (c) in favor of each of the proposals set forth in Parent’s proxy statement (including, without limitation, in favor of the Registration Statement / election of the Company’s designees to the board of directors of Parent set forth on Schedule II hereto), to be filed by Parent with the SEC relating to the Offer and the Transactions (including any proxy supplement thereto, the “Proxy Statement”), and (d) except as expressly set forth in the Registration Statement / Proxy Statement, against the following actions or proposals: (i) any Parent Acquisition Transaction or any proposal in opposition to approval of the Merger Agreement or in competition with or materially inconsistent with the Merger Agreement; or and (ii) (A) any material change in the present capitalization of Parent or any amendment of the certificate of incorporation or bylaws of the PurchaserParent; (B) any change in PurchaserParent’s corporate structure or business; or (C) any other action or proposal involving Purchaser Parent or any of its subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the Transactions in any material respect or would reasonably be expected to result in any of PurchaserParent’s closing conditions or obligations under the Merger Agreement not being satisfied. The Sponsor Each of the Stockholders agrees not to, and shall cause its affiliates Affiliates not to, enter into any agreement, commitment or arrangement with any person, person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Article II.