Common use of Agreement to Vote Clause in Contracts

Agreement to Vote. (a) Subject to Section 2.1(c)(ii), each Stockholder hereby irrevocably and unconditionally agrees that, during the term of this Agreement, at the Company Stockholders Meeting and at any other meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the stockholders of the Company (the date of the taking of any such action being an applicable “Determination Date”), such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (i) appear at each such meeting or otherwise cause such Stockholder’s Covered Company Shares to be counted as present thereat for purposes of calculating a quorum; and (ii) vote (or cause to be voted), in person or by proxy, or if applicable deliver (or cause to be delivered) a written consent covering, all of such Stockholder’s Covered Company Shares: (1) in favor of the approval and adoption of the Merger, the Merger Agreement and any other action in furtherance of the consummation of the Merger and the related transactions; (2) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby; (3) against any Takeover Proposal; and (4) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof). (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretion. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject In the event the Board or a duly appointed officer of the Company shall call a Stockholder Meeting for the purpose of voting on a proposal or proposals to Section 2.1(c)(iiapprove one or any of the Company Stockholder Matters (defined below), each Stockholder hereby irrevocably of the Preferred Stockholders irrevocably, unconditionally and unconditionally individually agrees that, during the term of this Agreement, at with the Company Stockholders Meeting and at any other meeting that it shall, or shall cause the holder of record of the stockholders of the CompanyOwned Shares on each record date relevant to such a stockholder vote with respect to such Company Stockholder Matters to, however called, including any adjournment or postponement thereof, and in connection with any written consent of the stockholders of the Company (the date of the taking of any such action being an applicable “Determination Date”), such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (i) appear at each such meeting in person or represented by a duly executed and non-revoked proxy or otherwise cause the Owned Shares that are eligible to be voted at such Stockholder’s Covered Company Shares stockholder meeting to be counted as present thereat for purposes of calculating establishing a quorum; andquorum at such meeting. (iib) vote Each of the Preferred Stockholders irrevocably, unconditionally and individually agrees with the Company, in connection with the consummation of any Consent Solicitation and when solicited, with respect to the Amendments, to consent to a proposal or proposals to the adoption and approval of the Amendments within two (2) business days after the commencement of the Consent Solicitation in accordance with the terms of any information or proxy statement pertaining to the Consent Solicitation, and not withdraw or revoke (or cause not to be votedwithdrawn or revoked) consent to the Amendments unless and until this Agreement is terminated in accordance with its terms. (c) In connection with a Stockholder Meeting or Consent Solicitation, each of the Preferred Stockholders further irrevocably, unconditionally and individually agrees with the Company to vote (whether by ballot at a meeting, by proxy or by executing and returning a stockholder consent), in person or by proxy, or if applicable deliver (or cause its nominee holder of record on any applicable record date to be delivered) a written consent coveringvote, all of such Stockholder’s Covered Company Sharesthe Owned Shares as follows: (1i) If the Company presents to its stockholders for approval a proposal or proposals that they approve the following (the “Company Stockholder Matters”), in favor of the approval and adoption of such matters: the approval of the Merger, the Merger Agreement and any other action in furtherance of the consummation of the Merger and the related transactionsAmendments; (2ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in In favor of the approval of any other matter contemplated by the Amendments necessary or advisable to consummate the Amendments and adoption the other transactions contemplated thereby that is presented by the Company for a vote of its stockholders (including any motion by the chairman of the Mergerstockholder meeting to adjourn, the Merger Agreement and the transactions contemplated thereby; (3reconvene, recess or otherwise postpone such meeting) against any Takeover Proposal; and (4iii) against Against any other action, agreement proposals or transaction actions that is intended towould: (A) constitute, or would could reasonably be expected toto result in, a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or of the Preferred Stockholders under this Agreement and (B) reasonably be expected to prevent, impede, frustrate, interfere with, delay, postpone, discourage, frustrate the purposes of postpone or adversely affect the Merger Amendments or any of the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreementthereby. (bd) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is the Owned Shares are duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof). (ce) Notwithstanding Section 2.1(a), in Prior to the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation expiration of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted)Voting Period, in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) each of the total voting power of the outstanding shares of Company Common Stock as of immediately prior Preferred Stockholders individually covenants not to the applicable Determination Date (enter into any understanding or agreement with any Person to vote, consent or give instructions with respect to any applicable Determination Date, such number of Covered Company the Owned Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretioninconsistent with this Section 2.1. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii)Except as otherwise provided in this Agreement and except as prohibited by applicable Law, each Stockholder hereby irrevocably and unconditionally the Shareholder agrees that, during from and after the term of date hereof and until the date on which this AgreementAgreement is terminated pursuant to Section 3.2, at the Company Stockholders Annual Meeting and at or any other meeting of the stockholders shareholders of the CompanyCompany at which any of the Transaction Matters (as defined below) are to be voted upon, however called, called (and including any postponement or adjournment of any such meeting), or postponement thereof, and in connection with any written consent of the stockholders shareholders of the Company (the date with respect to any of the taking of any such action being an applicable “Determination Date”)Transaction Matters, such Stockholder the Shareholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (ia) appear at each such meeting (in person or by proxy) or otherwise cause all Total Voting Securities owned of record by the Shareholder, or with respect to which the Shareholder has the power to vote, in each case as of the record date used for determining the holders of voting securities of the Company entitled to vote at such Stockholder’s Covered Company Shares meeting or to deliver such consent (the “Record Date”), to be counted as present thereat for purposes of calculating a quorum; and (iib) vote (or cause to be voted), voted (in person or by proxy, ) or if applicable deliver a written consent (or cause a consent to be delivered) a written consent coveringcovering all Total Voting Securities owned of record by the Shareholder or as to which the Shareholder has the power to vote, all in each case as of such Stockholder’s Covered Company Shares: (1) the Record Date, in favor of of: (i) the approval and adoption of the Merger, the Merger Agreement and any other action in furtherance of the consummation of the Merger and the related transactions; (2) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby; (3) against any Takeover Proposal; and (4) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance issuance by the Company of its obligations under the Merger Agreement or Buyer Common Shares and the Buyer Conversion Shares to Buyer; (ii) the issuance by any Stockholder of its obligations under this Agreement. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations Company of the Stockholders in this Section 2.1 shall, subject Xxxxx Common Shares and the Xxxxx Conversion Shares to Section 2.1(c)(ii), apply whether or not Xxxxxx X. Xxxxx; and (iii) the Merger or any action above is recommended by election to the Board of Directors of the Company (or any committee thereof). (c) Notwithstanding nominees for Director nominated by the Board of Directors in accordance with Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation 8.4 of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: Securities Purchase Agreement (clauses (i) the Stockholders shall vote through (or cause to be voted), in person or by proxy, or (if applicableiii) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Datecollectively, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares“Transaction Matters”), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretion. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii), each Stockholder hereby The Shareholder irrevocably and unconditionally agrees that, during that from and after the term of this Agreementdate hereof, at any meeting (whether annual or special, and at each adjourned or postponed meeting) of shareholders of the Company Stockholders Meeting and at any other meeting called to vote for approval of the stockholders of the CompanyMerger, however called, including any adjournment or postponement thereof, and in connection with any written consent of the stockholders of the Company (the date of the taking of any such action being an applicable “Determination Date”), such Stockholder shall, in each case Company’s shareholders relating to the fullest extent that Merger, the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: Shareholder will (ix) appear at each such meeting or otherwise meeting, cause such Stockholderall of the Shareholder’s Covered Company Shares Owned Shares, and use the Shareholder’s reasonable best efforts to cause all of the Shareholder’s Jointly Owned Shares, to be counted as present thereat for purposes of calculating a quorum; and , and respond to each request by the Company for written consent, if any, (iiy) vote (or cause to be voted), in person or by proxy, or if applicable deliver (consent) or cause to be deliveredvoted (or validly execute and return and cause a consent to be granted with respect to) a written consent covering, all of such Stockholderthe Owned Shares and use the Shareholder’s Covered Company reasonable best efforts to cause to be voted (or validly execute and return and use the Shareholder’s reasonable best efforts to cause a consent to be granted with respect to) all of the Jointly Owned Shares: (1) , in each case, in favor of all Company Shareholder Matters, including the approval and adoption of the Merger, the Merger Agreement and any other action in furtherance of the consummation of the Merger and the related transactions; (2) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby; (3) against Merger and, if it shall be necessary for any Takeover Proposal; and (4) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement. (b) Any vote required such meeting to be cast adjourned or consent required postponed due to be executed pursuant to this Section 2.1 shall be cast a lack of a quorum, in favor of such adjournment or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present postponement and (if applicablez) and for purposes of recording the results of that vote (or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof). (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver voted (or validly execute and return and cause a consent to be granted with respect to) all of the Owned Shares and use the Shareholder’s reasonable best efforts to cause to be deliveredvoted (or validly execute and return and use the Shareholder’s reasonable best efforts to cause a consent to be granted with respect to) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) all of the total voting power of the outstanding shares of Jointly Owned Shares, in each case, against any Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretionAcquisition Proposal. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii), each The Principal Stockholder hereby irrevocably and unconditionally agrees that, during from and after the term of this Agreementdate hereof and until the Termination Date (as defined in Section 18), at the Company Stockholders Meeting and at any other meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the stockholders of the Company (Company, the date of the taking of any such action being an applicable “Determination Date”), such Principal Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (i) shall appear at each such meeting meeting, in person or by proxy, or otherwise cause such Stockholder’s Covered Company the Voting Shares to be counted as present thereat for purposes of calculating establishing a quorum; and (ii) vote (or cause to be voted), in person or by proxy, or if applicable deliver (or cause to be delivered) a written consent covering, all of such Stockholder’s Covered Company Shares: (1) in favor of the approval and adoption of the Merger, the Merger Agreement and any other action in furtherance of the consummation of the Merger and the related transactions; (2) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby; (3) against any Takeover Proposal; and (4) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Principal Stockholder of its obligations under this Agreement. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof). (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted)) or act by written consent with respect to all of the Voting Shares that are beneficially owned by the Principal Stockholder or as to which the Principal Stockholder has, directly or indirectly, the right to vote or direct the voting, (a) in favor of adoption of the Merger Agreement and the Merger and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement; (b) against any action that is intended to, or could reasonably be expected to, impede, delay or prevent the consummation of the transactions contemplated by the Merger Agreement; and (c) against any Acquisition Proposal made by any person other than Buyer or any of its Affiliates. The Principal Stockholder hereby agrees that it will not enter into any voting or other similar agreement or understanding with any person or by proxy, entity or (if applicable) deliver (grant a proxy or cause to be delivered) a written consent covering, a number power of Covered Company Shares (rounded up attorney with respect to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately Shares prior to the applicable Determination Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, this Section 2 and except as provided in Section 2.1(a)(ii3 below) or vote or give instructions in any manner inconsistent with clause (a); and , (iib) or (c) of the Stockholders shall cause a number of Covered Company Shares equal to preceding sentence. The Principal Stockholder hereby agrees, during the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from period commencing on the date hereof until and ending on the Trigger Termination Date, not to, and, if applicable, not to permit any of the number of Released Shares shall be zero) so entitled to Principal Stockholder's Affiliates to, vote to be voted or execute any written consent in any manner such Stockholder chooses in its sole discretion. (d) Promptly following the occurrence lieu of a Trigger Eventstockholders meeting or vote, if such consent or vote by the Stockholders stockholders of the Company would be inconsistent with or frustrate the purposes of the other covenants of the Principal Stockholder pursuant to this paragraph. As used in this Agreement, "person" shall deliver a written notice to Parent indicating, for each such Stockholder (xhave the meaning specified in Sections 3(a)(9) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%13(d)(3) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up SharesExchange Act.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii), each The Stockholder hereby irrevocably and unconditionally agrees that, that during the term period beginning on the date hereof and ending on the earliest of (x) the Operative Date, (y) the termination of the Merger Agreement in accordance with its terms or (z) the termination of this AgreementAgreement in accordance with its terms, at the Company Stockholders Meeting and at any other meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the stockholders of the Company (Company, the date of the taking of any such action being an applicable “Determination Date”), such Stockholder shall, in each case case, to the fullest extent that such matters are submitted for the vote or written consent of the Stockholder and that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (i) appear at each such meeting or otherwise cause such Stockholder’s the Covered Company Shares as to which the Stockholder controls the right to vote to be counted as present thereat for purposes of calculating a quorum; and (ii) vote (or cause to be voted), in person or by proxy, or if applicable deliver (or cause to be delivered) a written consent covering, all of the Covered Shares as to which the Stockholder controls the right to vote (or, if applicable, only such Stockholder’s portion of the Covered Company Shares: Shares as is provided in Section 3.1(b)) (1i) in favor of the approval and adoption of the Merger, the Merger Agreement and any other action related proposal in furtherance thereof, as reasonably requested by Parent, submitted for the vote or written consent of stockholders; (ii) against any action or agreement submitted for the consummation vote or written consent of stockholders that the Stockholder knows is in opposition to, or competitive or materially inconsistent with, the Offer or the Merger and or that the related transactions; (2) Stockholder knows would result in favor a breach of any proposal to adjourn a meeting of the stockholders covenant, representation or warranty or any other obligation or agreement of the Company to solicit additional proxies contained in favor the Merger Agreement, or of the approval Stockholder contained in this Agreement; and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby; (3iii) against any Takeover Proposal; and (4) Acquisition Proposal and against any other action, agreement or transaction submitted for the vote or written consent of stockholders that is intended to, or the Stockholder knows would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any the Stockholder of its obligations under this Agreement. , including, but not limited to: (bA) Any vote required any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (B) any sale, lease or transfer of a material amount of assets of the Company (including capital stock or other equity interest in its Subsidiaries) or any subsidiary of the Company; (C) any reorganization, recapitalization, dissolution or liquidation of the Company or any subsidiary of the Company; (D) any change in a majority of the board of directors of the Company; (E) any amendment to be cast the Company’s certificate of incorporation or consent required bylaws (except for any amendment to be executed pursuant to increase the authorized capital stock); and (F) any change in the capitalization of the Company or the Company’s corporate structure. The obligations of the Stockholder specified in this Section 2.1 3.1(a) shall apply whether or not the Offer, the Merger or any action described above is recommended by the Board of Directors of the Company. Any such vote shall be cast (or executed consent shall be given) by the Stockholder in accordance with the applicable such procedures relating thereto so as to ensure that it is duly counted counted, including for purposes of determining that whether a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof)present. (cb) Notwithstanding the provisions of Section 2.1(a3.1(a), in the event of a Company Adverse Change in Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”)Agreement, the obligation of the Stockholders Stockholder to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) to deliver (or cause to be delivered) a written consent coveringwith respect to, a number the Covered Shares in the manner set forth in this Section 3.1 shall, with respect to any combined vote of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares holders of Company Common Stock as of immediately prior and Company Convertible Preferred Stock, only apply to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the an aggregate number of Covered Shares entitled to vote in respect of such matter that is equal to 30% of the total vote of the shares of Company Shares), voting together as a single class, Stock entitled to vote in respect of such matter, as provided and shall terminate, together with the authority of each of the proxies set forth in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (3.3, with respect to any applicable Determination Datethe balance of the Covered Shares, and the Stockholder may vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, such number balance of its Covered Company Shares being as the applicable “Released Shares”; it being understood that from the date hereof until the Trigger DateStockholder, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretion, determines. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii), each The Stockholder hereby irrevocably and unconditionally agrees that, that during the term period beginning on the date hereof and ending on the earliest of (x) the Operative Date, (y) the termination of the Merger Agreement in accordance with its terms or (z) the termination of this AgreementAgreement in accordance with its terms, at the Company Stockholders Meeting and at any other meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the stockholders of the Company (Company, the date of the taking of any such action being an applicable “Determination Date”), such Stockholder shall, in each case case, to the fullest extent that such matters are submitted for the vote or written consent of the Stockholder and that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (i) appear at each such meeting or otherwise cause such Stockholder’s the Covered Company Shares as to which the Stockholder controls the right to vote to be counted as present thereat for purposes of calculating a quorum; and (ii) vote (or cause to be voted), in person or by proxy, or if applicable deliver (or cause to be delivered) a written consent covering, all of such Stockholder’s the Covered Company Shares: Shares as to which the Stockholder controls the right to vote (1i) in favor of the approval and adoption of the Merger, the Merger Agreement and any other action related proposal in furtherance thereof, as reasonably requested by Parent, submitted for the vote or written consent of stockholders; (ii) against any action or agreement submitted for the consummation vote or written consent of stockholders that the Stockholder knows is in opposition to, or competitive or materially inconsistent with, the Offer or the Merger and or that the related transactions; (2) Stockholder knows would result in favor a breach of any proposal to adjourn a meeting of the stockholders covenant, representation or warranty or any other obligation or agreement of the Company to solicit additional proxies contained in favor the Merger Agreement, or of the approval Stockholder contained in this Agreement; and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby; (3iii) against any Takeover Proposal; and (4) Acquisition Proposal and against any other action, agreement or transaction submitted for the vote or written consent of stockholders that is intended to, or the Stockholder knows would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any the Stockholder of its obligations under this Agreement. , including, but not limited to: (bA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (B) any sale, lease or transfer of a material amount of assets of the Company (including capital stock or other equity interest in its Subsidiaries) or any subsidiary of the Company; (C) any reorganization, recapitalization, dissolution or liquidation of the Company or any subsidiary of the Company; (D) any change in a majority of the board of directors of the Company; (E) any amendment to the Company’s certificate of incorporation or bylaws (except for any amendment to increase the authorized capital stock); and (F) any change in the capitalization of the Company or the Company’s corporate structure. Any such vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast (or executed consent shall be given) by the Stockholder in accordance with the applicable such procedures relating thereto so as to ensure that it is duly counted counted, including for purposes of determining that whether a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof)present. (cb) Notwithstanding the provisions of Section 2.1(a3.1(a), in the event of a Company Adverse Change in Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”)Agreement, the obligation of the Stockholders Stockholder to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) to deliver (or cause to be delivered) a written consent coveringwith respect to, a number the Covered Shares in the manner set forth in this Section 3.1 shall terminate, together with the authority of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) each of the total voting power of proxies set forth in Section 3.3, and the outstanding shares of Company Common Stock as of immediately prior Stockholder may vote (or cause to the applicable Determination Date be voted), or deliver (or cause to be delivered) a written consent with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Dateto, the number of Locked Up Covered Shares shall be equal to as the aggregate number of Covered Company Shares)Stockholder, voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretion, determines. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii), each The Stockholder hereby irrevocably and unconditionally agrees that, during the term of this AgreementVoting Period, at it shall vote or execute consents, as applicable, with respect to the Company Stockholders Meeting Owned Shares and at any other meeting New Shares beneficially owned by the Stockholder as of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the stockholders of the Company (the applicable record date of the taking of any such action being an applicable “Determination Date”), such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (i) appear at each such meeting or otherwise cause such Stockholder’s Covered Company Shares to be counted as present thereat for purposes of calculating a quorum; and (ii) vote (or cause to be voted), in person voted or by proxy, or if applicable deliver (or cause a consent to be delivered) a written consent covering, all executed with respect to the Owned Shares and any New Shares beneficially owned by the Stockholder as of such Stockholder’s Covered Company Shares: (1the applicable record date) in favor of the approval and adoption of the MergerMerger Agreement, the Merger Agreement and any other action in furtherance of the consummation of the Merger and the related transactions; Transactions at any meeting (2or any adjournment or postponement thereof) of, or in favor connection with any proposed action by written consent of, the holders of any proposal to adjourn a meeting class or classes of the stockholders capital stock of the Company at or in connection with which any of such holders vote or execute consents with respect to solicit additional proxies in favor any of the approval foregoing matters. (b) The Stockholder hereby agrees that, during the Voting Period, the Stockholder shall vote or execute consents, as applicable, with respect to the Owned Shares and adoption any New Shares beneficially owned by the Stockholder as of the Mergerapplicable record date (or cause to be voted or a consent to be executed with respect to the Owned Shares and any New Shares beneficially owned by the Stockholder as of the applicable record date) against each of the matters set forth in clauses (i) or (ii) below at any meeting (or any adjournment or postponement thereof) of, or in connection with any proposed action by written consent of, the Merger Agreement and holders of any class or classes of capital stock of the transactions contemplated thereby;Company at or in connection with which any of such holders vote or execute consents with respect to any of the following matters: (3i) against any Takeover Proposal; and (4) against any other action, proposal, transaction or agreement involving the Company or transaction any of its subsidiaries that is intended to, or would reasonably be expected to, in any material respect, prevent, impede, frustrate, interfere with, delay, postpone, discourage, frustrate the purposes of postpone or adversely affect the Merger or the other transactions contemplated Transactions; or (ii) any Acquisition Proposal, other than an Acquisition Proposal made by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this AgreementParent. (bc) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders Nothing contained in this Section 2.1 shall, subject 2.1shall require the Stockholder to Section 2.1(c)(ii), apply whether vote or execute any consent with respect to any Option Shares on or not issued upon the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof). (c) Notwithstanding Section 2.1(a), in the event exercise of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (Option on or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood record date for that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretionor consent. (d) Promptly following the occurrence Except as set forth in clauses (a) and (b) of a Trigger Eventthis Section 2.1, the Stockholders Stockholder shall deliver a written notice not be restricted from voting in favor of, against or abstaining with respect to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal any matter presented to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) stockholders of the total voting power Company. In addition, nothing in this Agreement shall give Parent the right to vote any Owned Shares at any meeting of the outstanding shares of Company Common Stock stockholders other than as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Sharesprovided in this Section 2.1.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii)During the period commencing on the date hereof until the Expiration Time, each Stockholder hereby Stockholder, with respect to its, his or her Subject Shares unconditionally and irrevocably and unconditionally agrees that, during the term of this Agreement, at the Company Stockholders Meeting and at any other meeting of the stockholders of the Company, however called, including Company requested by the Board of Directors of the Company or undertaken as contemplated by the Transactions (or any adjournment or postponement thereof), and in connection with any action by written consent of the stockholders of the Company (which written consent shall be delivered promptly, and in any event within twenty four (24) hours, after (x) the date of Registration Statement / Proxy Statement has been declared effective and (y) the taking of any Company requests such action being an applicable “Determination Date”delivery), such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent theretoif a meeting is held, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (i) appear at each such meeting the meeting, in person or by proxy, or otherwise cause such Stockholder’s Covered Company its, his or her Subject Shares to be counted as present thereat for purposes of calculating establishing a quorum; and (ii) , and such Stockholder shall vote or provide consent (or cause to be votedvoted or consented), in person or by proxy, or if applicable deliver (or cause to be delivered) a written consent covering, all of such Stockholder’s Covered Company its, his or her Subject Shares: (1a) in favor of the approval to approve and adoption of the Merger, the Merger Agreement and any other action in furtherance of the consummation of the Merger and the related transactions; (2) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Merger, adopt the Merger Agreement and the transactions contemplated therebyTransactions (including, but not limited to, the Company Preferred Conversion); (3b) against any Takeover Proposal; and (4) against in any other action, agreement circumstances upon which a consent or transaction that other approval is intended required under the Governing Documents of the Company or the Company Stockholder Agreements or otherwise sought with respect to, or would reasonably be expected to, impede, interfere in connection with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement the Transactions, to vote, consent or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof). (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote approve (or cause to be voted), consented or approved) with respect to all of such Stockholder’s Subject Shares held at such time in person favor thereof; and (c) against any 7GC Competing Transaction or by proxyany proposal, action or (if applicable) deliver (agreement that would impede, interfere, frustrate, delay, postpone, prevent or cause nullify any provision of this Agreement, the Merger Agreement or the Merger. Each Stockholder hereby agrees that it shall not commit or agree to be delivered) a written consent coveringtake any action inconsistent with the foregoing. Notwithstanding the foregoing, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) extent such Stockholder is not a director, officer or Affiliate of the total voting power Company or holder of Subject Shares representing greater than 5% of the outstanding shares of Company Common Stock as capital stock of immediately prior the Company, such Stockholder shall not be obligated to the applicable Determination Date (vote or provide consent with respect to any applicable Determination Dateof its, such number of Covered Company his or her Subject Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Dateor take any other action, the number of Locked Up Shares shall be equal in each case solely to the aggregate number of Covered Company Shares)extent any such vote, voting together consent or other action would preclude 7GC from filing with the SEC the Registration Statement / Proxy Statement on Form S-4 as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) contemplated by the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretionMerger Agreement. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii), each The Stockholder hereby irrevocably and unconditionally agrees that, that during the term of time this AgreementAgreement is in effect, at the Company Stockholders Meeting and at any other meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the stockholders of the Company (the date of the taking of any such action being an applicable “Determination Date”), such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of stockholders of the Company, in their capacity as stockholders, is sought with respect to the Merger Agreement or any Takeover Proposal, the Stockholder shall, in each case, to the fullest extent that such matters are submitted for the vote, written consent or approval of the stockholders of Stockholder and the Company Stockholder is sought: entitled to vote thereon or consent thereto: (ia) appear at each such meeting or otherwise cause such Stockholder’s the Covered Company Shares to be counted as present thereat for purposes of calculating a quorum; and and (iib) vote in favor of (or cause to be votedvoted in favor of), in person or by proxy, or if applicable deliver (or cause to be delivered) a written consent covering, or otherwise approve on behalf of all of such Stockholder’s the Covered Company Shares: Shares (1i) in favor of the approval and adoption of the Merger, the Merger Agreement and any other action related proposal in furtherance thereof, as reasonably requested by Parent, submitted for the vote, written consent or approval of the consummation Company’s stockholders; (ii) against any action, proposal or agreement submitted for the vote, written consent or approval of the Company’s stockholders that is in opposition to, or to the Stockholder’s knowledge (based upon the advice of counsel) is competitive or materially inconsistent with, the Merger and or to the related transactions; Stockholder’s knowledge (2based upon the advice of counsel) would result in favor a breach of any proposal to adjourn a meeting of the stockholders covenant, representation or warranty or any other obligation or agreement of the Company to solicit additional proxies contained in favor the Merger Agreement, or of the approval Stockholder contained in this Agreement; and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby; (3iii) against any Takeover Proposal; and (4) Proposal and against any other action, agreement or transaction submitted for the vote, written consent or approval of stockholders that is intended to, or the Stockholder knows would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any the Stockholder of its obligations under this Agreement. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof). (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretion. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject From and after the date hereof and until this Agreement terminates pursuant to Section 2.1(c)(ii), each Stockholder hereby irrevocably and unconditionally agrees that, during the term of this Agreement4.1, at the Company Stockholders Meeting and at any other every meeting of the stockholders of the Company, however called, including any and at every adjournment or postponement thereof, and or in connection with any written consent of the stockholders of the Company (the date of the taking of Company, relating to any such proposed action being an applicable “Determination Date”), such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of by the stockholders of the Company is soughtwith respect to the matters set forth in Section 1.2(b) below, the Stockholder irrevocably agrees to, with respect to any Shares not purchased in the Offer: (ia) appear at each such meeting or otherwise cause such Stockholder’s Covered Company the Shares owned beneficially or of record by the Stockholder to be counted as present thereat for purposes of calculating a quorum; and (iib) vote (or cause to be voted), in person or by proxy, all the Shares owned beneficially or if applicable deliver of record by the Stockholder, and any other voting securities of the Company (whenever acquired), that are owned beneficially or cause of record by the Stockholder or as to be delivered) a written consent coveringwhich it has, all of such Stockholder’s Covered Company Shares: directly or indirectly, the right to vote or direct the voting, (1i) in favor of the approval and adoption of the Merger, the Merger Agreement and any other action in furtherance each of the consummation of the Merger and the related transactions; other transactions contemplated thereby, (2ii) in favor of against any proposal to adjourn a meeting action or agreement submitted for approval of the stockholders of the Company that Parent has provided the Stockholder with advance notice is or would reasonably be expected to solicit additional proxies result in favor any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled or would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Stockholder contained in this Agreement, (iii) against any action, agreement or transaction submitted for approval to the stockholders of the Company that would reasonably be expected to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adoption adversely affect the timely consummation of the Offer or the Merger, the Merger Agreement and the transactions contemplated thereby; (3) against any Takeover Proposal; and (4iv) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate submitted for approval to the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors stockholders of the Company (or any committee thereof). (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with that would constitute a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretionProposal. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii)Each Shareholder, each Stockholder hereby irrevocably severally and unconditionally not jointly, agrees that, during from and after the term date hereof and until the earlier to occur of this Agreement(x) the receipt of the Required Company Shareholder Vote and (y) the Termination Time (as defined in Section 4.1 below) (the “Voting Covenant Expiration Date”), at the Company Stockholders Shareholder Meeting and at or any other meeting of the stockholders shareholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the stockholders shareholders of the Company, in each case relating to any proposed action by the shareholders of the Company with respect to the matters set forth in Section 1.1(b) below (the date of the taking of any such action being an applicable each, a “Determination DateVoting Event”), such Stockholder Shareholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (ia) appear at each such meeting Voting Event or otherwise cause the Existing Shares that are capable of being voted and any voting securities of the Company acquired by such Stockholder’s Covered Company Shares Shareholder after the date hereof and prior to the record date of such Voting Event owned beneficially or of record by such Shareholder (collectively, the “Voting Shares”) to be counted as present thereat for purposes of calculating a quorum; and (iib) vote (or cause to be voted), in person or by proxy, or if applicable deliver the Voting Shares (or cause to be delivered) a written consent covering, all of such Stockholder’s Covered Company Shares: (1i) in favor of the approval and adoption of the Merger, the Merger Agreement and any other action in furtherance of the consummation of transactions contemplated by the Merger and the related transactions; Agreement; (2ii) in favor of any proposal to adjourn a meeting of the stockholders shareholders of the Company to solicit additional proxies in favor of the approval and adoption of the MergerMerger Agreement; (iii) against any Company Acquisition Proposal or any other proposal in opposition to, or in competition with, the Merger Agreement and the transactions contemplated thereby; by the Merger Agreement; and (3) against any Takeover Proposal; and (4iv) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate postpone or discourage the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder such Shareholder of its obligations under this Agreement or the satisfaction or fulfillment of Parent’s, the Company’s or the Acquisition Subs’ conditions to consummate the transactions contemplated by the Merger Agreement. (b) Any vote required to be cast . In case of a stock dividend or consent required to be executed pursuant to this Section 2.1 distribution of voting securities of the Company, or any change in the Company Common Stock by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, the term “Voting Shares” shall be cast or executed in accordance with deemed to refer to and include the applicable procedures relating thereto so Voting Shares as to ensure that it is duly counted for purposes well as all such stock dividends and distributions of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors voting securities of the Company (and any voting securities into which or for which any committee thereof). (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation or all of the Stockholders to vote Covered Company Voting Shares in the manner set forth in Section 2.1(a)(ii) shall may be modified such that: (i) the Stockholders shall vote (changed or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretionexchanged. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject to From and after the date hereof until the Termination Date (as defined in Section 2.1(c)(iil(b)), each Stockholder hereby irrevocably and unconditionally agrees that, during to attend the term of this Agreement, at the Company Stockholders Meeting and at (or any other meeting of the stockholders of Empire at which the Companymatters contemplated by the Letter Agreement (and, however calledwhen and if executed, including any adjournment the Additional Agreements) or postponement thereof, and in connection with any written consent this Agreement are to be presented to a vote of the stockholders of the Company (the date of the taking of any such action being an applicable “Determination Date”), such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (i) appear at each such meeting or otherwise cause such Stockholder’s Covered Company Shares to be counted as present thereat for purposes of calculating a quorum; and (ii) vote (or cause to be votedEmpire), in person or by proxy, or if applicable deliver (or cause and to be delivered) a written consent covering, all of such Stockholder’s Covered Company Shares: (1) in favor of the approval and adoption of the Merger, the Merger Agreement and any other action in furtherance of the consummation of the Merger and the related transactions; (2) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby; (3) against any Takeover Proposal; and (4) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof). (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted) the Shares for approval and adoption of the Letter Agreement (and, when and if executed, the Additional Agreements) and the Contemplated Transactions and any related action reasonably required in furtherance thereof, and against any action inconsistent therewith, such agreement to vote to apply also to any adjournment or adjournments or postponement or postponements of the Stockholders Meeting of Empire (or any such other meeting). Stockholder hereby further agrees that until the Termination Date, Stockholder shall, from time to time, in person or by proxyconnection with any solicitation for a written consent, or (if applicable) including to call a Stockholders Meeting relating to the Contemplated Transactions, timely execute and deliver (or cause to be timely executed and delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to the Shares in favor of the approval of the Contemplated Transactions and any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from action required in furtherance thereof. (b) From and after the date hereof until the Trigger Termination Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled Stockholder hereby agrees to vote (or cause to be voted) the Shares against (i) any Acquisition Proposal and any related action reasonably required in respect of such matterfurtherance thereof, as provided in Section 2.1(a)(ii); and (ii) any alternative transaction involving the Stockholders shall cause acquisition by Empire of hotel, gaming, recreational or resort properties in the Catskills (an “Alternative Transaction”), (iii) any action or agreement that would reasonably be expected to result in a number breach of Covered Company Shares equal any covenant, representation or warranty or any other obligation or agreement of Empire under the Letter Agreement (and, when and if executed, the Additional Agreements) or that would reasonably be expected to result in any of the conditions to the aggregate number obligations of Covered Company Shares minus the applicable aggregate number parties under the Letter Agreement (and, when and if executed, the Additional Agreements) not being fulfilled, and (iv) any other matter that would reasonably be expected to prevent, interfere with or delay consummation of Locked Up Shares the Contemplated Transactions, including any transaction that would result in a breach of the Letter Agreement (and, when and if executed, the Additional Agreements) by Empire, including, without limitation, any motion to adjourn or postpone a meeting of the stockholders in which any matters contemplated by the Letter Agreement (and, when and if executed, the Additional Agreements) or this Agreement are to be presented to a vote of the stockholders of Empire to a date that is later than July 31, 2005, in each case, at any meeting of stockholders of Empire (including any adjournments or postponements thereof). Stockholder further agrees that, until the Termination Date, in connection with any solicitation for a unanimous written consent relating to an Acquisition Proposal or an Alternative Transaction or any other action described in clauses (iii) or (iv) above, Stockholder will timely execute and deliver (or cause to be timely executed and delivered) a written consent with respect to the Shares against any applicable Determination such Acquisition Proposal or Alternative Transaction or other action as contemplated by the immediately preceding sentence. For purposes hereof, the term “Termination Date, such number ” shall mean the first to occur of Covered Company Shares being the applicable “Released Shares”; it being understood that from (a) the date hereof until of termination of the Trigger DateLetter Agreement and, when and if executed, the number of Released Shares shall be zero) so entitled to vote to be voted Additional Agreements in any manner such Stockholder chooses in its sole discretion. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately accordance with their respective terms prior to the Trigger Date)Closing, and (b) the date on which the Contemplated Transactions are consummated. For the avoidance of doubt, the Termination Date shall be deemed not to occur in the event that the Letter Agreement is terminated pursuant to the terms of Additional Agreements, if any, upon the execution and delivery of any such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up SharesAdditional Agreements.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii)From the date of this Agreement until the Termination Date, each Stockholder hereby Holder irrevocably and unconditionally agrees that, during the term of this Agreement, at the Company Stockholders Meeting and at any other meeting of the stockholders of the CompanyParent (whether annual or special and whether or not an adjourned or postponed meeting, however called), including any adjournment or postponement thereof, and in connection with any written consent of the stockholders of the Company (the date Parent or unitholders of the taking of any such action being an applicable “Determination Date”)Opco LP, such Stockholder Holder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (ia) appear at each such meeting or otherwise cause all of the Holder’s applicable Securities owned as of the record date for such Stockholder’s Covered Company Shares meeting to be counted as present thereat for purposes purpose of calculating establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting in person or by proxy (or validly execute and return and cause such consent to be granted with respect to), all of the Holder’s applicable Securities owned as of the record date for such meeting (or the date that any written consent is executed by the Holder) in favor of (i) adoption of the Merger Agreement; (ii) the approval of the Parent Merger and the other Transactions; (iii) any amendment and/or restatement of the Organizational Documents of Parent or any of its Subsidiaries necessary to effect the consummation of the Transactions as contemplated by the Merger Agreement; and (iv) any other proposals agreed to by Parent and the Company which are necessary and appropriate in connection with the Transactions or to effectuate the intent of the foregoing clauses (i) through (iii); and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting in person or by proxy (or validly execute and return and cause such consent to be granted with respect to), all of the Holder’s applicable Securities owned as of the record date for such meeting (or the date that any written consent is executed by the Holder) against (i) any agreement, transaction or proposal that relates to a Parent Competing Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Mergers or matters contemplated by the Merger Agreement; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent or any of its Subsidiaries contained in the Merger Agreement or of the Holder contained in this Agreement; (iii) any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Mergers set forth in Article VII of the Merger Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents); and (iv) any other action that could reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the transactions contemplated by the Merger Agreement, including the Mergers, or this Agreement. Any attempt by the Holder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of), the Holder’s applicable Securities in contravention of this Section 3.1 shall be null and void ab initio. If the Holder is the Beneficial Owner, but not the holder of record, of any Securities, the Holder agrees to take all actions necessary to cause the holder of record and any nominees to vote (or exercise a consent with respect to) all of such Securities in accordance with this Section 3.1. Notwithstanding anything herein to the contrary in this Agreement, this Section 3.1 shall not require any Holder to be present (in person or by proxy) or vote (or cause to be voted), in person or by proxy, or if applicable deliver (or cause to be delivered) a written consent covering, all of such Stockholder’s Covered Company Shares: (1) in favor any of the approval and adoption applicable Securities to amend, modify or waive any provision of the Merger, the Merger Agreement and any other action in furtherance of a manner that reduces the consummation amount, changes the form of the Merger and Consideration payable, extends the related transactions; (2) in favor of any proposal to adjourn a meeting of the stockholders End Date or otherwise adversely affects such Holder of the Company (in its capacity as such) in any material respect. Notwithstanding anything to solicit additional the contrary in this Agreement, but subject to Section 3.2, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Securities with respect to any matter other than as set forth in favor Section 3.1(a) and Section 3.1(c) in any manner such Holder deems appropriate, including in connection with the election of directors of the approval and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby; (3) against any Takeover Proposal; and (4) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consentCompany. The obligations of the Stockholders Holders specified in this Section 2.1 shall, subject to Section 2.1(c)(ii), 3.1 shall apply whether or not the Merger Mergers or any action described above is recommended by the Board of Directors of the Company (or any committee thereof)Parent Board. (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretion. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject to the earlier termination of this Agreement in accordance with Section 2.1(c)(ii4, each Shareholder, in its capacity as a shareholder of ION, severally and not jointly, irrevocably and unconditionally agrees that it shall, and shall cause any other holder of record of such Shareholder’s Covered Shares to, validly execute and deliver to ION, on (or effective as of) the fifth (5th) day following the date that the notice of the ION Extraordinary General Meeting is delivered by ION, the voting proxy in favor of the proposals included therein in substantially the form attached hereto as Exhibit A in respect of all of such Shareholder’s Covered Shares. In addition, prior to the Termination Date (as defined herein), each Stockholder hereby Shareholder, in its capacity as a shareholder of ION, severally and not jointly, irrevocably and unconditionally agrees that, during the term of this Agreement, at the Company Stockholders Meeting and at any other meeting of the stockholders shareholders of the CompanyION (whether annual or special and whether or not an adjourned or postponed meeting, however called, called and including any adjournment or postponement thereof, ) and in connection with any written consent of the stockholders shareholders of the Company (the date ION, such Shareholder shall, and shall cause any other holder of the taking record of any of such action being an applicable “Determination Date”), such Stockholder shall, in each case to the fullest extent that the Shareholder’s Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is soughtto: (ia) if and when such meeting is held, appear at each such meeting or otherwise cause such StockholderShareholder’s Covered Company Shares to be counted as present thereat for purposes the purpose of calculating establishing a quorum; and; (iib) vote execute and return an action by written consent (or cause to be voted)vote, in person or by proxy), or if applicable deliver validly execute and return and cause such consent to be granted with respect to (or cause to be delivered) a written consent coveringvoted at such meeting), all of such StockholderShareholder’s Covered Company Shares: Shares owned as of the date that any written consent is executed by such Shareholder (1or the record date for such meeting) in favor of the approval ION Transaction Proposals, as defined on Exhibit A; (c) execute and adoption return an action by written consent (or vote, in person or by proxy), or validly execute and return and cause such consent to be granted with respect to (or cause to be voted at such meeting), all of such Shareholder’s Covered Shares against (A) any ION Business Combination or any proposal relating to an ION Business Combination (in each case, other than the Merger, the Merger Agreement Transactions) and any other action in furtherance of the consummation of the Merger and the related transactions; (2) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby; (3) against any Takeover Proposal; and (4) against any other action, or agreement or transaction that is intended to, or would reasonably be expected toto (i) frustrate the purposes of, or materially impede, interfere with, delay, postpone, discourage, frustrate the purposes of postpone or adversely affect the Merger Transactions (including the consummation thereof), (ii) result in a breach of any covenant, representation or the warranty or other transactions contemplated by the Merger Agreement obligation or this Agreement or the performance by the Company agreement of its obligations ION under the Merger Agreement or by cause any Stockholder of its obligations under this Agreement. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders conditions to Closing set forth in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board Article VII of Directors of the Company (or any committee thereof). (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement not to be fulfilled or (iii) result in connection with a Superior Proposal breach of any covenant, representation or warranty or other obligation or agreement of such Shareholder contained in this Agreement; (a “Trigger Event”B) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of all or substantially all assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by ION and (C) any change in the obligation business, management or board of directors of ION; and (d) in any other circumstances upon which a consent or other approval is required under ION’s Organizational Documents or otherwise sought in furtherance of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote Transactions, vote, consent or approve (or cause to be voted), in person consented or by proxy, or (if applicableapproved) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect all of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretion. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Shareholder’s Covered Shares as of owned at such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected time in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Sharesfavor thereof.

Agreement to Vote. (a) Subject to Section 2.1(c)(iiFrom the date hereof until the Expiration Date (as defined below), each the Stockholder hereby irrevocably and unconditionally agrees that, during the term of this Agreement, at the Company Stockholders Meeting and at any other meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the stockholders of the Company shall (the date of the taking of any such action being an applicable “Determination Date”), such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (ix) appear at each such meeting (or otherwise cause such Stockholder’s Covered Company all Shares beneficially owned by the Stockholder and all New Shares (as defined below) to be counted as present thereat for purposes of calculating a quorum; and ) any stockholder meeting of Rubicon Project and (iiy) vote all Shares beneficially owned by the Stockholder and any New Shares, to the extent (in the case of securities convertible into, or cause exercisable or exchangeable for, shares of Rubicon Project Common Stock) any such Shares or New Shares are capable of being voted, at every stockholder meeting of Rubicon Project, however called, and at every postponement or adjournment thereof, and on every action proposed to be voted), in person or approved by proxy, or if applicable deliver (or cause to be delivered) a the written consent covering, all of such Stockholder’s Covered Company Sharesthe holders of outstanding shares of Rubicon Project Common Stock with respect to any of the following: (1i) in favor of the approval and adoption of the MergerRubicon Project Share Issuance, the Merger Agreement and any other action in furtherance of the consummation of the Merger and the related transactions; (2) in favor of any proposal to adjourn a or postpone any meeting of the stockholders of Rubicon Project at which the Company to solicit additional proxies in favor Rubicon Project Share Issuance is submitted for the consideration and vote of the approval and adoption stockholders of Rubicon Project to a later date if there are not proxies representing a sufficient number of shares of Rubicon Project Common Stock to approve such matters on the Merger, date on which the Merger Agreement and the transactions contemplated therebymeeting is held; (3ii) against any Takeover ProposalRubicon Project Alternative Transaction proposed by any Rubicon Project Third Party; and (4iii) against any other action, agreement or transaction involving Rubicon Project or any of its Subsidiaries that is intended tointended, or would reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect or prevent the Merger consummation of the Merger, the Rubicon Project Share Issuance or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement. (b) Any Prior to the Expiration Date, the Stockholder shall not enter into any agreement or understanding with any Person to vote required to be cast or consent required to be executed pursuant to give instructions in any manner inconsistent with this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof)2. (c) Notwithstanding Section 2.1(a)anything to the contrary set forth herein, if the Stockholder is serving on the Rubicon Project Board of Directors, then nothing in this Agreement shall prohibit or otherwise impair the right or ability of the Stockholder to exercise his or her fiduciary duties in his or her capacity as a director or officer of Rubicon Project, including by voting in his or her capacity as a director to effect a Rubicon Project Recommendation Change, in each case, in accordance with the event terms of the Merger Agreement. However, for the avoidance of doubt, a Company Adverse Rubicon Project Recommendation Change made in compliance with shall not relieve the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the Stockholder of any obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (hereunder with respect to the Shares beneficially owned by the Stockholder or any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretion. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up New Shares.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii), Each Stockholder agrees that at each Stockholder hereby irrevocably and unconditionally agrees that, during the term of this Agreement, at the Company Stockholders Meeting and at any other meeting of the stockholders of the Company, however calledCompany prior to Closing, including any adjournment or postponement thereofeach meeting called to approve the FSC Investment Advisory Agreement pursuant to which Buyer will become the “investment adviser” (as contemplated by Section 15 of the Investment Company Act) and the election of the directors required to satisfy the BDC Governance Conditions, and in connection with any written consent each meeting of the stockholders of the Company after the Closing (the date of the taking of any each such action being an applicable meeting, a “Determination DateStockholders Meeting”), such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (i) when each such Stockholder Meeting is held, such Stockholder shall appear at each such meeting or otherwise cause such Stockholder’s Covered Company Shares the Subject Stock beneficially owned by it to be counted as present thereat for purposes the purpose of calculating establishing a quorum; and , (ii) such Stockholder shall vote (or cause to be voted)voted at each such Stockholder Meeting such Subject Stock in accordance with the written instruction of Buyer (provided, that, with respect to any proposal to approve the FSC Investment Advisory Agreement, Buyer’s written instructions in person or by proxy, or if applicable deliver (or cause to respect of the FSC Investment Advisory Agreement shall be delivered) a written consent covering, all of such Stockholder’s Covered Company Shares: (1) in favor of the approval of such agreements and adoption in respect of the Merger, the Merger Agreement and any other action in furtherance election of the consummation directors required to satisfy the BDC Governance Conditions shall be in favor of the Merger and the related transactions; such election), (2iii) such Stockholder shall vote in favor of any proposal to adjourn or postpone such meeting to a meeting later date for lack of quorum or if there are insufficient votes to approve the FSC Investment Advisory Agreement or any other recommendations of Buyer and (iv) such Stockholder shall vote against any proposal for a Person other than Buyer to become the “investment adviser” (as contemplated by Section 15 of the stockholders Investment Company Act) of the Company and against the election of any directors that Buyer has notified such Stockholder in writing are not acceptable to solicit additional proxies Buyer. For the avoidance of doubt, each Stockholder shall retain at all times following the termination of this Agreement the right to vote any Subject Stock in favor of the approval such Stockholder’s sole discretion, and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby; (3) against any Takeover Proposal; and (4) against without any other actionlimitation, agreement on any matters that are at any time or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate from time to time presented for consideration to the purposes holders of or adversely affect Company Common Stock following the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company termination of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement. (b) Any vote required Each Stockholder hereby covenants and agrees that it shall not enter into any agreement or undertaking, and shall not commit or agree to be cast take any action that would restrict or consent required to be executed interfere with such Stockholder’s obligations pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof). (c) Notwithstanding Section 2.1(a)Agreement other than, in the event case of a Company Adverse Recommendation Change made in compliance with FSH, as contemplated under the Merger Agreement in connection with a Superior Proposal (a Sumitomo Facility upon exercise of remedies by the collateral agent or the lenders thereunder. For purposes of this Agreement, “Trigger Event”)Sumitomo Facility” shall mean, collectively, the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger DateSumitomo Credit Agreement, the number of Locked Up Shares shall be equal to Sumitomo Security Agreement and the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretionother collateral documents related thereto. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. Prior to the Termination Date (a) Subject to Section 2.1(c)(iias defined below), each Stockholder hereby Stockholder, solely in his, her or its capacity as a stockholder or proxy holder of the Company, irrevocably and unconditionally agrees that, during the term of this Agreement, at to validly execute and deliver to the Company Stockholders Meeting in respect of all of the Stockholder’s Covered Shares entitled to vote or consent on matters put to a vote or consent, as applicable, of the Company’s stockholders (such Covered Shares, each Stockholder’s “Voting Covered Shares”), as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act, and in any event within forty-eight (48) hours thereafter, a written consent in respect of all of the Stockholder’s Voting Covered Shares approving the Merger Agreement and the Transactions. In addition, prior to the Termination Date, each Stockholder, in his, her or its capacity as a stockholder or proxy holder of the Company, irrevocably and unconditionally agrees that (i) it shall, and shall cause each other holder of record of any of such Stockholder’s Voting Covered Shares to, take any and all actions necessary or reasonably requested by Acquiror or the Company in order to effect the conversion, effective as of immediately prior to and conditioned upon the Closing, of all of the outstanding shares of Company Preferred Stock into Company Common Stock pursuant to the terms of the Governing Documents of the Company, including, without limitation, approval, execution and delivery of a written request for such conversion pursuant to Section 4(b) of Article V thereof, and (ii) at any other meeting of the stockholders of the CompanyCompany (whether annual or special and whether or not an adjourned or postponed meeting, however called, called and including any adjournment or postponement thereof, ) and in connection with any written consent of the stockholders of the Company (the date of the taking of any such action being an applicable “Determination Date”)Company, such Stockholder shall, in and shall cause each case to the fullest extent that the other holder of record of any of such Stockholder’s Voting Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is soughtto: (ia) when such meeting is held, appear at each such meeting or otherwise cause such the Stockholder’s Voting Covered Company Shares to be counted as present thereat for purposes the purpose of calculating establishing a quorum; and; (iib) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of such Stockholder’s Voting Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by such Stockholder) in favor of the Transactions and the adoption of the Merger Agreement and any other matters necessary or reasonably requested by the Company or Acquiror for consummation of the Transactions; (c) in any other circumstances upon which a consent or other approval is required under the Company’s Governing Documents or the Investment Agreements or otherwise sought with respect to the Merger Agreement or the Transactions, including the Merger, vote, consent or approve (or cause to be voted, consented or approved) all of such Stockholder’s Voting Covered Shares in favor thereof; and (d) vote (or execute and return an action by written consent), in person or by proxy, or if applicable deliver (or cause to be delivered) a written voted at such meeting (or validly execute and return and cause such consent coveringto be granted with respect to), all of such Stockholder’s Voting Covered Company Shares: Shares against (1i) in favor of the approval and adoption of the Merger, the Merger Agreement and any other action in furtherance of the consummation of the Merger and the related transactions; (2) in favor of Acquisition Transaction or any proposal relating to adjourn a meeting of an Acquisition Transaction (in each case, other than the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Merger, Transactions); (ii) any merger agreement or merger (other than the Merger Agreement and the transactions contemplated thereby; Merger), consolidation, combination, sale of substantially all assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company; and (3iii) against any Takeover Proposal; and proposal, action or agreement that would (4A) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere withfrustrate, delayprevent or nullify any provision of this Agreement, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement the Merger, (B) result in a breach in any respect of any covenant, representation, warranty or the performance by any other obligation or agreement of the Company of its obligations under the Merger Agreement or by (C) result in any Stockholder of its obligations under this Agreement. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed the conditions set forth in accordance with Article X of the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consentMerger Agreement not being fulfilled. The obligations of the Stockholders each Stockholder specified in this Section 2.1 shall, subject to Section 2.1(c)(ii), 1 shall apply whether or not the Merger or any action above is Transactions are recommended by the Board of Directors of the Company (or any committee thereof). (c) Notwithstanding Section 2.1(a), in the event Board of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation Directors of the Stockholders to vote Covered Company Shares in has previously recommended the manner set forth in Section 2.1(a)(ii) shall be modified Transactions but changed such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretionrecommendation. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject Without in any way limiting Stockholder’s right to Section 2.1(c)(ii)vote its Stockholder Securities in its sole discretion on any other matters that may be submitted to a stockholder vote of the Company, each Stockholder hereby irrevocably and unconditionally agrees that, during the term of this Agreementconsent or other approval, at the Company Stockholders Meeting and at any every annual, special or other meeting of the Company’s stockholders of the Company, however called, including any and at every adjournment or postponement thereof, and such Stockholder (in connection with any written consent such Stockholder’s capacity as a holder of the stockholders of the Company (the date of the taking of any such action being an applicable “Determination Date”), such Stockholder Securities) shall, in each case to or shall cause the fullest extent that the Covered Company Shares are entitled to vote thereon or consent theretoholder of record of such Stockholder’s Stockholders Securities on any applicable record date to, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (i) appear at each such meeting or otherwise cause all of the Stockholder Securities of such Stockholder’s Covered Company Shares Stockholder entitled to vote to be counted as present thereat for purposes of calculating a quorum; and quorum and (ii) vote (or cause to be voted), in person or by proxy, or if applicable deliver (or cause to be delivered) a written consent covering, all of such Stockholder’s Covered Company Shares: the Stockholder Securities beneficially owned by Stockholder and entitled to vote (1A) in favor of (1) the approval and adoption of the Merger, the Merger Agreement and any other action in furtherance of the consummation approval of the Merger and the related transactions; other transactions contemplated by the Merger Agreement and (2) in favor of any proposal to adjourn a or postpone such meeting of the Company’s stockholders of to a later date if there are not sufficient votes to adopt the Merger Agreement, ((1) and (2) the “Transaction Matters”), and (B) against (x) any action or agreement which the Company to solicit additional proxies in favor of the approval Board recommends voting against and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby; (3) against any Takeover Proposal; and (4) against any other action, agreement or transaction that is intended to, or which would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate to result in any of the purposes of or adversely affect conditions to consummate the Merger or the other transactions contemplated by set forth in Article VI of the Merger Agreement either not being satisfied or this Agreement being materially impaired or the performance by the Company of its obligations under the Merger Agreement or by delayed in being able to be satisfied, and (y) any Stockholder of its obligations under this AgreementAcquisition Proposal. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 Notwithstanding the foregoing, each Stockholder shall be cast or executed in accordance with retain at all times the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof). (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders right to vote Covered Company Shares the Stockholder Securities held by it in the manner its sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a)(ii4(a)(ii) hereof that are at any time or from time to time presented for consideration to the Company’s stockholders, including in connection with the election of directors, and no Stockholder shall be modified such that: (i) the Stockholders shall required to vote (or cause to be voted)) any of such Stockholder’s Shares to amend the Merger Agreement (including any exhibit thereto) or take any action that could result in the amendment or modification, or a waiver of a provision therein, in person any such case, in a manner that alters or by proxy, changes (in a manner adverse to the Company or (if applicablethe Stockholder) deliver (the amount or cause kind of the consideration to be delivered) a written consent covering, a number paid or that would result in termination of Covered Company Shares (rounded up this Agreement pursuant to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretion6 hereof. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii), each Stockholder hereby irrevocably and unconditionally agrees that, during the term of this Agreement, at the Company Stockholders Meeting and at any other meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the stockholders of the Company (From the date of this Agreement until the taking Expiration Time (as defined below), Stockholder will (and, if applicable, will cause each of its Affiliates that has the right to vote or direct the voting of any such action being an applicable “Determination Date”), such Stockholder shall, in each case to the fullest extent that the Covered Company Subject Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (as defined below) to) (i) appear at each such any meeting of stockholders or otherwise cause such Stockholder’s Covered Company any Subject Shares to be counted as present thereat for purposes of calculating a quorum; and , (ii) (A) vote in favor of, or (or cause to be votedB) in the event that the Company seeks Stockholder’s approval via written consent, as promptly as reasonably practicable (and in any event within two (2) Business Days) following the delivery by the Company of the applicable Consent Solicitation Statement), in person duly execute and deliver to the Company and Parent the written approval solicited by the Company pursuant to such Consent Solicitation Statement under which Stockholder shall irrevocably and unconditionally consent to, the Company Stockholder Matters (as defined herein), and (iii) withhold its approval of or by proxyvote against any action, proposal, transaction or if applicable deliver (or cause agreement that could reasonably be expected to be delivered) a written consent covering, all of such Stockholder’s Covered Company Shares: (1) result in favor a breach of the approval and adoption of the Mergerany covenant, representation or warranty or any other obligation or agreement under this Agreement or the Merger Agreement and any other action in furtherance of the consummation of the Merger and the related transactions; or (2) otherwise interfere with the Transactions. (b) Stockholder will not enter into any agreement with any Person (other than the Company) prior to the Expiration Time (with respect to periods prior to the Expiration Time) directly or indirectly to vote, grant any proxy or give instructions with respect to the voting of the Subject Shares, the effect of which would be inconsistent with or violate any provision contained in favor herein. Any vote or consent (or withholding of a vote or consent or otherwise abstaining from voting or consenting) by Stockholder that is not in accordance with this Section 1.1 will be considered null and void. (c) The Company may, in its sole discretion, waive the provisions of this Section 1.1 as to any proposal matter brought to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby; (3) against any Takeover Proposal; and (4) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof). (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause consent pursuant to be voted)an action by written consent of the stockholders, in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretion. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii)the terms of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that, during for so long as this Agreement has not been validly terminated in accordance with its terms, if Parent provides at least three (3) business days written notice to such Stockholder that it has terminated, or elects not to use, the term of this Agreementproxy granted in Section 1.3, at the Company Stockholders Meeting and at any other annual or special meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company (the date of the taking of any such action being an applicable “Determination Date”)Company, such Stockholder shall, in each case case, to the fullest extent that the Covered Company such Stockholder’s Subject Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: thereon: (ia) appear at each such meeting or otherwise cause all such Stockholder’s Covered Company Subject Shares to be counted as present thereat for purposes of calculating determining a quorum; and quorum and (iib) be present (in person or by proxy) and vote (or cause to be voted), in person or by proxy, or if applicable deliver (or cause to be delivered) a written consent coveringwith respect to, all of such Stockholder’s Covered Company Shares: its Subject Shares (1) in favor of the approval and adoption of the Merger, the Merger Agreement and any other action in furtherance of the consummation of the Merger and the related transactions; (2) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby; (3i) against any Takeover Proposal; and (4) against any other action, action or agreement or transaction that is intended to, or would reasonably be expected toto (A) result in a breach of any covenant, impede, interfere with, delay, postpone, discourage, frustrate representation or warranty or any other obligation or agreement of the purposes of or adversely affect Company contained in the Merger Agreement, or of any Stockholder contained in this Agreement, or (B) result in any of the other transactions contemplated by conditions set forth in Article VIII or Annex C of the Merger Agreement not being satisfied on or this Agreement or before the performance Outside Date; (ii) against any change in the Company Board of Directors that is not recommended by the Company Board of its obligations Directors; and (iii) against any Acquisition Proposal. Subject to the proxy granted under Section 1.3 below, each Stockholder shall retain at all times the Merger Agreement or by right to vote such Stockholder’s Subject Shares in such Stockholder’s sole discretion, and without any Stockholder of its obligations under this Agreement. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders other limitation, on any matters other than those expressly set forth in this Section 2.1 shall, subject 1.2 that are at any time or from time to Section 2.1(c)(ii), apply whether or not time presented for consideration to the Merger or any action above is recommended by Company’s stockholders generally. For the Board avoidance of Directors of the Company (or any committee thereof). (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”)doubt, the obligation of the Stockholders foregoing commitments in Sections 1.1 and 1.2 apply to vote Covered Company any Subject Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (held by any trust, limited partnership or cause to be voted), in person other entity directly or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company indirectly holding Subject Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to over which the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), Stockholder exercises direct or indirect voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretioncontrol. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii), each Stockholder hereby The Shareholder irrevocably and unconditionally agrees that, during that from and after the term of this Agreementdate hereof, at the Company Stockholders Meeting any meeting (whether annual or special, and at any other meeting each adjourned or postponed meeting) of the stockholders shareholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the stockholders of Company’s shareholders, the Company Shareholder will (the date of the taking of any such action being an applicable “Determination Date”), such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (ia) appear at each such meeting or otherwise cause such Stockholder’s Covered Company all of the Owned Shares to be counted as present thereat for purposes of calculating a quorum; and , and respond to each request by the Company for written consent, if any, and (iib) vote (or cause to be votedconsent), in person or by proxy, or if applicable deliver (or cause to be delivered) a written voted (or validly execute and return and cause consent coveringto be granted with respect to), all of the Shareholder’s shares of Company Common Stock (and all other voting securities of or equity interests in the Company and any derivative or other contractual arrangements giving the Shareholder or any of its Affiliates (provided that for purposes of this Agreement, “Affiliates” shall not include any “portfolio company” (as such Stockholder’s Covered term is customarily used among private equity investors) that may be deemed to be an “Affiliate” of the Shareholder) the ability to exercise voting rights with respect to shares of Company Common Stock) Beneficially Owned by the Shareholder as of the applicable record date (together with any Company Common Stock that the Shareholder may acquire after the date hereof, including pursuant to the Metavante Stock Purchase Right Agreement or the Shareholders Agreement (as hereinafter defined), the “Owned Shares: ”) (1i) in favor of the approval and adoption of the Merger, the Merger Agreement execution and any other action in furtherance of the consummation of the Merger and the related transactions; (2) in favor of any proposal to adjourn a meeting of the stockholders of delivery by the Company to solicit additional proxies in favor of the approval and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby; (3) against any Takeover Proposal; and (4) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate the purposes adoption and approval of or adversely affect the Merger or Agreement and the terms thereof, in favor of each of the other transactions actions contemplated by the Merger Agreement or this Agreement or the performance by the Company and in favor of its obligations under the Merger Agreement or by any Stockholder action in furtherance of its obligations under this Agreement. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations any of the Stockholders foregoing (in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply each case whether or not the Merger or any action above is recommended by the Board of Directors of the Company Company) and (ii) against (A) any Acquisition Proposal or any committee thereofproposal relating to an Acquisition Proposal, (B) any merger agreement or merger (other than the Merger Agreement and the Merger). , consolidation, combination, material business transaction or legal or regulatory action, sale of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries, or (cC) Notwithstanding Section 2.1(a)any amendment of the Company’s articles of incorporation or by-laws that, in the event case of a Company Adverse Recommendation Change made in compliance with each of the foregoing clauses (A) through (C) would (1) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (2) result in connection with a Superior Proposal (a “Trigger Event”)breach in any respect of any covenant, the representation, warranty or any other obligation or agreement of the Stockholders Company under the Merger Agreement, or (3) change in any manner the voting rights of the Owned Shares. The Shareholder shall not commit or agree to vote Covered Company Shares in take any action inconsistent with the manner foregoing. Except as set forth in this Section 2.1(a)(ii) 2.1, nothing in this Agreement shall be modified such that: (i) limit the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) right of the total voting power of the outstanding shares of Company Common Stock as of immediately prior Shareholder to the applicable Determination Date (vote in favor of, against or abstain with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal matter presented to the aggregate number Company’s shareholders, including in connection with the election of Covered directors proposed by the Company Shares), voting together as or Parent or Merger Sub or by a single class, entitled to vote third party not in respect of connection with an Acquisition Proposal proposed by such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretionthird party. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject With respect to Section 2.1(c)(ii), each Stockholder hereby irrevocably and unconditionally agrees that, during the term election of this Agreement, at the Company Stockholders Meeting and Directors held or otherwise conducted at any other meeting time prior to the end of the stockholders of the CompanyStandstill Period, however called, including any adjournment or postponement thereof, and in connection with any written consent of the stockholders of the Company (the date of the taking of any such action being an applicable “Determination Date”), such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (i) appear at each such meeting or otherwise cause such Stockholder’s Covered Company Shares to be counted as present thereat for purposes of calculating a quorum; and (ii) vote (or cause to be voted), in person or by proxy, or if applicable deliver (or cause to be delivered) a written consent covering, all of such Stockholder’s Covered Company Shares: (1) in favor of the approval and adoption of the Merger, the Merger Agreement and any other action in furtherance of the consummation of the Merger and the related transactions; (2) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby; (3) against any Takeover Proposal; and (4) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof). (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders Cargill shall vote (or cause to be voted), in person or by proxy, all Voting Securities that Cargill or any of its Affiliates owns or has the right to vote: (if applicablea) deliver in favor of the election of each Nominee included on the slate of Nominees proposed, recommended or otherwise supported by the Board of Directors in accordance with the terms of Section 2; (b) against any slate of Directors or cause to nominees for Director that shall be delivered) a written consent covering, a number of Covered Company Shares (rounded up proposed in opposition or as an alternative to the nearest whole shareslate of Director nominees proposed, recommended or otherwise supported by the Board of Directors; and (c) that represent thirty-three and one-third percent (33 1⁄3%) in accordance with the recommendation of the total voting power Board of Directors on all matters submitted to the vote of stockholders of the outstanding shares Company which have been proposed by any stockholder or stockholders and which affect or regard the compensation or benefits of Directors, officers or employees of the Company Common Stock or relate to matters concerning the continued publicly traded nature of the Company or any potential change in control of the Company (other than the matters set forth in items (i) – (ii) below) or concerning federal or state statutes relating to moratoria on business combinations, fair price or control share acquisitions; provided, however, that Cargill may vote any Voting Securities owned by it as of immediately prior to the applicable Determination Date (it determines in its sole discretion with respect to any applicable Determination Dateof the following transactions initiated or supported by the Board of Directors which are presented at a meeting of stockholders of the Company for approval: (i) any disposition of the Company (by way of merger, such number sale of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Dateassets or otherwise) of a substantial part of its assets, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) any recapitalization of Company (other than a recapitalization for the Stockholders shall cause purpose of forming a number holding company or to effect a change in the Company’s state of Covered Company Shares equal incorporation), (iii) any liquidation of, or consolidation involving, the Company, (iv) any increase in the Company’s authorized shares or, subject to Section 4(b), other amendment to the aggregate number Certificate of Covered Incorporation or By-Laws of the Company Shares minus or (v) any transaction not otherwise provided for in this paragraph (c) that could reasonably be expected to have a material effect on Cargill’s investment in the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares Company. Cargill shall be zero) so entitled to vote present, in person or by proxy, and without further action hereby agrees that it shall be deemed to be voted in any manner such Stockholder chooses in its sole discretion. (d) Promptly following present, at all meetings of stockholders of the occurrence Company so that all Voting Securities beneficially owned by Cargill shall be counted for purposes of determining the presence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each quorum at such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Sharesmeetings.

Agreement to Vote. Prior to the Termination Date (a) Subject to Section 2.1(c)(iias defined herein), each Stockholder hereby Shareholder irrevocably and unconditionally agrees that, during the term of this Agreementthat it shall, at the Company Stockholders Meeting and at any other meeting of the stockholders shareholders of the CompanyIMS Health (whether annual or special and whether or not an adjourned or postponed meeting), however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders shareholders of the Company IMS Health (the date of the taking of any such action being an applicable “Determination Date”)a) when a meeting is held, such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (i) appear at each such meeting or otherwise cause such Stockholder’s the Covered Company Shares to be counted as present thereat for purposes the purpose of calculating establishing a quorum; and , and respond to each request by IMS Health for written consent, if any, and (iib) vote (or cause to be votedconsent), in person or by proxy, or if applicable deliver (or cause to be delivered) a written voted at such meeting (or validly execute and return and cause such consent coveringto be granted with respect to), all of such Stockholder’s Covered Company Shares: Shares (1i) in favor of the approval and adoption of the Merger, the Merger Agreement and any other action in furtherance of the consummation of matter that is required to facilitate the Merger and and/or the related transactions; (2) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Merger, other transactions contemplated by the Merger Agreement Agreement, including the Governance Matters, and the transactions contemplated thereby; (3ii) against (A) any Takeover Acquisition Proposal with respect to IMS Health (an “IMS Health Acquisition Proposal; and ”), (4B) against any other action, agreement or transaction proposal that is intended to, or would could reasonably be expected to, to impede, interfere with, delay, postpone, discouragefrustrate, frustrate the purposes of prevent, nullify or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement or change in any manner the performance voting rights of any class of the capital stock of IMS Health, (C) any change in the present capitalization or dividend policy of IMS Health or any amendment or other change to IMS Health’s certificate of incorporation or bylaws, except the Governance Matters or if approved by Quintiles, and (D) any other change in IMS Health’s corporate structure or business. In the Company of its obligations under the Merger Agreement or by any Stockholder of its event that such Shareholder’s proxy has been granted to Quintiles pursuant to Section 2(a), such Shareholder shall have no obligations under this Agreement. (b) Any vote required Section 1 with respect to be cast or consent required to be executed pursuant to the meeting of the shareholders of IMS Health for which such proxy has been granted. Except as explicitly set forth in this Section 2.1 1, nothing in this Agreement shall be cast limit the right of each Shareholder to vote (including by proxy or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (written consent, if applicable) and for purposes of recording the results of that vote in favor of, against or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof). (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (abstain with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal matters presented to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretionIMS Health’s shareholders. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii), each Each Stockholder hereby irrevocably and unconditionally agrees that, during the term of this Agreement, that at the Company Stockholders Meeting and or at any other meeting of the holders of shares of Common Stock at which a vote contemplated below is taken, and, with respect to the matters described below in clauses (ii)(A), (ii)(B) and (ii)(C), in connection with any action proposed to be taken by written consent of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent (i) when such meeting of the stockholders holders of the Company (the date shares of the taking of any such action being an applicable “Determination Date”)Common Stock is held, such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (i) shall appear at each such meeting or otherwise cause such Stockholder’s Covered Company the Subject Shares to be counted as present thereat for purposes the purpose of calculating establishing a quorum; and quorum and (ii) such Stockholder shall vote (or cause to be voted), in person or by proxyvoted at any such meeting, or if applicable deliver (or cause to be delivered) delivered a written consent coveringwith respect to, all of such Stockholder’s Covered Company Shares: Subject Shares (1A) in favor of the approval and adoption of the Merger, adopting the Merger Agreement and any other action actions contemplated by the Merger Agreement in furtherance respect of which shareholder approval is requested; (B) at the request of Parent, in favor of adoption of any proposal in respect of which the Company Board has (1) determined is reasonably necessary to facilitate any of the consummation of the Merger and the related transactions; Transactions, (2) disclosed the determination described in favor of any proposal clause (1) in the Proxy Statement or other written materials disseminated to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby; (3) against any Takeover Proposalrecommended to be adopted or approved by the stockholders of the Company; and and (4C) against (1) any other Acquisition Proposal, whether or not constituting a Superior Proposal and (2) any action, proposal, transaction or agreement or transaction that is intended to, or would reasonably be expected toto prevent, impedeimpair, delay or otherwise interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect with the Merger or the other transactions contemplated by Transactions. (b) For the Merger Agreement avoidance of doubt, each Stockholder shall retain at all times the right to vote any Subject Shares in such Stockholder’s sole discretion, and without any other limitation, on any matters other than those explicitly set forth in this Section 4.01 that are at any time or this Agreement from time to time presented for consideration to the holders of shares of Common Stock. (c) Each Stockholder hereby covenants and agrees that it shall not enter into any agreement or the performance by the Company undertaking, and shall not take any action or commit or agree to take any action, that would reasonably be expected to prevent, impair or interfere with such Stockholder’s ability to perform any of its such Stockholder’s obligations under the Merger Agreement or by any Stockholder of its obligations under pursuant to this Agreement. (bd) Any vote required to be cast or consent required to be executed pursuant to Nothing contained in this Section 2.1 Agreement shall be cast deemed to vest in Parent any direct or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes indirect ownership or incidence of determining that a quorum is present (if applicable) and for purposes ownership of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof). (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination DateSubject Shares. All rights, such number ownership and economic benefits of Covered Company Shares being and relating to the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Subject Shares shall be equal remain vested in and belong to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretionStockholders. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii)Shareholder, each Stockholder hereby solely in his, her or its capacity as a stockholder or proxy holder of the Company, irrevocably and unconditionally agrees (until the termination of this Agreement in accordance with its terms), and agrees to cause any other holder of record of any of the Shareholder’s Covered Company Shares, to validly execute and deliver to the Company in respect of all of the Shareholder’s Covered Company Shares, on or as promptly as reasonably practicable (and in any event within three (3) Business Days) following the time at which (x) the Registration Statement is declared effective under the Securities Act and (y) the Company requests such delivery, a written consent in respect of all of the Shareholder’s Covered Company Shares approving the Merger, the Merger Agreement, the other transactions contemplated thereby (including the C Acquisition) and any other matters necessary or reasonably requested by the Company to implement the foregoing. In addition, the Shareholder, in his, her or its capacity as a stockholder or proxy holder of the Company, irrevocably and unconditionally agrees (until the termination of this Agreement in accordance with its terms) that, during the term of this Agreement, at the Company Stockholders Meeting and at any other meeting of the stockholders of the CompanyCompany Stockholders (whether annual or special and whether or not an adjourned or postponed meeting, however called, called and including any adjournment or postponement thereof, ) and in connection with any written consent of the stockholders Company Stockholders, such Shareholder shall, and shall cause any other holder of the Company (the date of the taking record of any of such action being an applicable “Determination Date”), such Stockholder shall, in each case to the fullest extent that the Shareholder’s Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is soughtto: (i) when such meeting is held, appear at each such meeting or otherwise cause such Stockholderthe Shareholder’s Covered Company Shares to be counted as present thereat for purposes the purpose of calculating establishing a quorum; and; (ii) vote (or cause to be votedexecute and return an action by written consent), in person or by proxy, or if applicable deliver (or cause to be delivered) a written voted at such meeting (or validly execute and return and cause such consent coveringto be granted with respect to), all of such StockholderShareholder’s Covered Company Shares: Shares owned as of the record date for such meeting (1or the date that any written consent is executed by such Stockholder) in favor of the approval and adoption of the Merger, the Merger Agreement Agreement, the other transactions contemplated thereby (including the C Acquisition) and any other action in furtherance of matters necessary or reasonably requested by the consummation of Company to implement the Merger and the related transactionsforegoing; (2iii) in favor of any proposal to adjourn other circumstances upon which a meeting of the stockholders of consent or other approval is required under the Company Organizational Documents or the Seventh Amended and Restated Voting Agreement, dated as February 16, 2021, by and among the Company, the Stockholder and the other parties thereto, as amended (the “Voting Agreement”) or otherwise sought, in each case, with respect to solicit additional proxies in favor of the approval and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby; (3) against any Takeover Proposal; and (4) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement (including the C Acquisition), vote, consent or approve (or cause to be voted, consented or approved) all of such Shareholder’s Covered Company Shares held at such time in favor thereof; and (iv) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly cause such consent to be granted with respect to), all of such Shareholder’s Covered Company Shares against (i) any Company Business Combination (other than as contemplated by the Merger Agreement); (ii) any proposal that would result in a material change in the business, management or the board of directors of the Company (other than as contemplated by the Merger Agreement); and (iii) any proposal, action or agreement that would be reasonably expected to (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the performance by Merger, or the C Acquisition Purchase Agreement or the C Acquisition (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company of its obligations under the Merger Agreement or by (C) result in any Stockholder of its obligations under this Agreementthe conditions set forth in Article VII of the Merger Agreement or Article VII of the C Acquisition Purchase Agreement not being fulfilled. (b) Any vote required Without limiting any other rights or remedies of Parent, the Shareholder hereby irrevocably (subject to be cast or consent required to be executed pursuant to the last sentence of this Section 2.1 shall be cast 1(b)) appoints Parent or executed any individual designated by Parent as the Shareholder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstituting), for and in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) name, place and for purposes of recording the results of that vote or consent. The obligations stead of the Stockholders in this Section 2.1 shallShareholder, subject to Section 2.1(c)(ii), apply whether or not attend on behalf of the Merger or Shareholder any action above is recommended by the Board of Directors meeting of the Company (or any committee thereof). (c) Notwithstanding Stockholders with respect to the matters described in Section 2.1(a1(a), in to include the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in any computation for purposes of establishing a quorum at any such meeting of the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall Company Stockholders, to vote (or cause to be voted)) the Covered Company Shares or consent (or withhold consent) with respect to any of the matters described in Section 1(a) in connection with any meeting of the Company Stockholders or any action by written consent by the Company Stockholders, in person each case, in the event that the Shareholder fails to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a). The proxy granted in this Section 1(b) shall terminate immediately upon the termination of this Agreement. (c) The proxy granted by proxythe Shareholder pursuant to Section 1(b) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration for Parent entering into the Merger Agreement and agreeing to consummate the transactions contemplated thereby. The proxy granted by the Shareholder pursuant to Section 1(b) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or (if applicableother inability to act by the Shareholder and shall revoke any and all prior proxies granted by the Shareholder with respect to the Covered Company Shares. The vote or consent of the proxyholder in accordance with Section 1(b) deliver (with respect to the matters in Section 1(a) shall control in the event of any conflict between such vote or cause to be delivered) consent by the proxyholder of the Covered Company Shares and a written vote or consent covering, a number by the Shareholder of the Covered Company Shares (rounded up or any other Person with the power to vote the nearest whole shareCovered Company Shares) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to the matters in Section 1(a). The proxyholder may not exercise the proxy granted pursuant to Section 1(b) on any applicable Determination Datematter except those provided in Section 1(a). For the avoidance of doubt, such number of the Shareholder may vote the Covered Company Shares being on all other matters, subject to, for the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Dateavoidance of doubt, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares)other applicable covenants, voting together as a single class, entitled to vote agreements and obligations set forth in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretionthis Agreement. (d) Promptly following The obligations of the occurrence of a Trigger EventShareholder specified in this Section 1 shall apply whether or not the Merger, the Stockholders C Acquisition or any action described above is recommended by the board of directors of the Company or the board of directors of the Company has previously recommended the Merger or the C Acquisition but withdrawn, withheld, amended, qualified or modified, or (privately or publicly) proposed to change, withdrawn, withhold, amend, qualify or modify such recommendation; provided that nothing herein shall deliver amend, limit or otherwise modify any obligation contained in the Merger Agreement (including Section 6.10 thereof) or the C Acquisition Purchase Agreement. (e) Notwithstanding anything in this Agreement to the contrary, no Shareholder makes any agreement or understanding in this Agreement in such Shareholder's or its affiliate’s capacity as (i) a written notice party to Parent indicatingthe C Acquisition Purchase Agreement, for (ii) as an equity holder of Complex Media, Inc. (each such Stockholder of (i) and (ii), a “C Party”), in each case, as applicable, and nothing in this Agreement: (x) will limit or affect any actions or omissions taken by any Shareholder or its affiliate in its capacity as a C Party , including in exercising rights under the number C Acquisition Purchase Agreement, and no actions or omissions taken by any Shareholder or its affiliate in its capacity as a C Party shall be deemed a breach of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and this Agreement; or (y) will be construed to prohibit, limit, or restrict the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal Shareholder or its affiliate from exercising any right or remedy pursuant to the aggregate number of Company Covered Shares as of such date and (y) C Acquisition Purchase Agreement, including any right or remedy against the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up SharesCompany.

Agreement to Vote. (a) Subject Series A Director. Each Investor that holds shares of Series A Preferred Stock and Series A-2 Preferred Stock and SCH, hereby agrees on behalf of itself and any transferee or assignee of any such shares of Series A Preferred Stock and Series A-2 Preferred Stock, to Section 2.1(c)(ii), each Stockholder hereby irrevocably hold all of the shares of Series A Preferred Stock and unconditionally agrees that, during Series A-2 Preferred Stock registered in its name from time to time (collectively referred to as the term of “Series A Voting Shares”) subject to this Agreement, and to vote the Series A Voting Shares then owned by them (or as to which they then have voting power) at the Company Stockholders Meeting and at any other a regular or special meeting of stockholders (or by written consent) to appoint or elect the stockholders designee of Longitude as the director elected or appointed by the holders of outstanding Series A Preferred Stock and Series A-2 Preferred Stock pursuant to Article IV(B)5(b)(i) of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the stockholders of the Company Restated Certificate (the date of the taking of any such action being an applicable “Determination DateSeries A Director”), such Stockholder shallwhich director shall initially be Juliet Tammenoms Bxxxxx. Notwithstanding the foregoing, in each if at any time Longitude or any of its Affiliates hold shares of Series A-1 Preferred Stock or Series B-1 Preferred Stock, as the case to may be, Longitude shall promptly provide the fullest extent that requisite stockholder approvals necessary for the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval removal of the stockholders of the Company is sought: (i) appear at each such meeting or otherwise cause such Stockholder’s Covered Company Shares to be counted as present thereat for purposes of calculating a quorum; and (ii) vote (or cause to be voted), in person or by proxy, or if applicable deliver (or cause to be delivered) a written consent covering, all of such Stockholder’s Covered Company Shares: (1) in favor of the approval and adoption of the Merger, the Merger Agreement and any other action in furtherance of the consummation of the Merger and the related transactions; (2) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby; (3) against any Takeover Proposal; and (4) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreementthen-current Series A Director. (b) Any Series B Director. Each Investor that holds shares of Series B Preferred Stock and Series B-2 Preferred Stock and SCH, hereby agrees on behalf of itself and any transferee or assignee of any such shares of Series B Preferred Stock and Series B-2 Preferred Stock, to hold all of the shares of Series B Preferred Stock and Series B-2 Preferred Stock registered in its name from time to time (collectively referred to as the “Series B Voting Shares”) subject to this Agreement, and to vote required the Series B Voting Shares then owned by them (or as to be cast which they then have voting power) at a regular or consent required special meeting of stockholders (or by written consent) to be executed appoint or elect the designee of Alpha as the director elected or appointed by the holders of outstanding Series B Preferred Stock and Series B-2 Preferred Stock pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicableArticle IV(B)5(b)(i) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not Restated Certificate (the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof). (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger EventSeries B Director”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) which director shall initially be modified such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretionBosun Hau. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. Until the termination of this Agreement in accordance with Section 14, Stockholder agrees as follows: (a) Subject At the Company's stockholders' meeting to Section 2.1(c)(ii)vote on approval and adoption of the Merger Agreement, each including any adjournment or postponement thereof (the "Stockholders' Meeting") or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought, the Stockholder hereby irrevocably and unconditionally agrees that, during the term of this Agreement, at the Company Stockholders Meeting and at any other meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the stockholders of the Company (the date of the taking of any such action being an applicable “Determination Date”), such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (i) appear at each such meeting or otherwise cause such Stockholder’s Covered Company Shares to be counted as present thereat for purposes of calculating a quorum; and (ii) vote (or cause to be voted)) the Subject Shares in favor of the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in person any other circumstances upon which the Stockholder's vote, consent or by proxyother approval is sought, or if applicable deliver the Stockholder hereby irrevocably and unconditionally agrees to vote (or cause to be deliveredvoted) a written consent covering, all the Subject Shares against (i) approval of such Stockholder’s Covered Company Shares: (1) any proposal made in favor of the approval and adoption of the Merger, opposition to or in competition with the Merger Agreement or the transactions contemplated by the Merger Agreement, (ii) any merger, consolidation, merger of assets, business combination, share exchange, reorganization or recapitalization of the Company or any of its subsidiaries, with or involving any party other than ACE or one of its subsidiaries, (iii) any liquidation, dissolution or winding up of the Company, (iv) any change in the capital structure of the Company (other than pursuant to the Merger Agreement) and (v) any other action in furtherance including, without limitation, any amendment of the consummation Company's Certificate of the Merger and the related transactions; (2) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the MergerIncorporation or Bylaws, the Merger Agreement and the transactions contemplated thereby; (3) against any Takeover Proposal; and (4) against any other action, agreement or transaction that is intended to, or would which such action reasonably may be expected toto impede, impedefrustrate, interfere with, delay, postpone, attempt to discourage, frustrate prevent or nullify the purposes consummation of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or result in a breach of any of the performance by covenants, representations, warranties or other obligations or agreements of the Company of its obligations under the Merger Agreement which would materially and adversely affect the Company or its ability to consummate the transactions contemplated by the Merger Agreement. The Stockholder further agrees not to commit or agree to take any Stockholder of its obligations under this Agreementaction inconsistent with the foregoing. (bc) Any such vote required to shall be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed given in accordance with the applicable such procedures relating thereto so as to shall ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that such vote or consent. The obligations of Stockholder agrees to deliver to ACE upon request a proxy in such form as ACE may reasonably request, which proxy shall be coupled with an interest and irrevocable to the Stockholders in this Section 2.1 shallextent permitted under Delaware law, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof). (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a total number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretioncorrectly stated thereon. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii), each Stockholder hereby irrevocably and unconditionally agrees that, during the term of this Agreement, at the Company Stockholders Meeting and at At any other meeting of the stockholders of Vision-Sciences held prior to the CompanyExpiration Date, however called, including any and at every adjournment or postponement thereofthereof prior to the Expiration Date, and or in connection with any written consent of of, or any other action by, the stockholders of Vision-Sciences given or solicited prior to the Company (the date Expiration Date, each Stockholder will vote, or provide a consent with respect to, all of the taking of any such action being an applicable “Determination Date”), such Stockholder shall, in each case to the fullest extent that the Covered Company Subject Shares are entitled to vote or to consent thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (i) appear at each such meeting or otherwise cause such Stockholder’s Covered Company to approve the issuance of Vision-Sciences Shares in connection with the Merger pursuant to be counted as present thereat for purposes the existing designation of calculating a quorumthe Vision-Sciences Board to issue Vision-Sciences Shares; and (ii) vote if and to the extent specified in the Merger Agreement, to increase the number of Vision-Sciences Shares available for issuance pursuant to equity-based awards under the Vision-Sciences Plans; (or cause iii) to be voted)adopt the proposal of the Vision-Sciences Board to amend and restate Vision-Sciences’ certificate of incorporation, in person or by proxy, or if applicable deliver including increasing the number of authorized shares and any name change contemplated thereby; (or cause to be delivered) a written consent covering, all of such Stockholder’s Covered Company Shares: (1iv) in favor of the approval and adoption of the MergerMerger Agreement, the Merger Agreement and any other action actions required in furtherance of thereof; (v) to appoint the consummation nominees for the Vision-Sciences Board as set forth in Schedule 2.15 of the Merger Agreement; and the related transactions; (2) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby; (3vi) against any Takeover Acquisition Proposal (other than the Merger), including any Superior Proposal; and (4) , against any amendment of Vision-Sciences’ certificate of incorporation or bylaws or any other action, agreement proposal or transaction that involving Vision-Sciences, the purpose of which amendment or other proposal or transaction is intended to, or would reasonably be expected to, impede, interfere with, to delay, postpone, discourage, frustrate the purposes of prevent or adversely affect nullify the Merger or the other transactions contemplated by the Merger Agreement or this Agreement change in any manner the voting rights of any capital stock of Vision-Sciences, and against any other action or the performance by the Company agreement that would result in a breach in any material respect of its obligations any covenant, representation or warranty or any other obligation or agreement of Vision-Sciences under the Merger Agreement or by any Stockholder of its obligations under this Agreement. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance Each Stockholder will not enter into any agreement with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present any person (if applicableother than Uroplasty) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof). (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Expiration Date (with respect to periods prior to or after the Expiration Date) directly or indirectly to vote, grant any applicable Determination Date, such number of Covered Company Shares being proxy or give instructions with respect to the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Datevoting of, the number of Locked Up Subject Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided the matters described in Section 2.1(a)(ii); and 2.2 hereof, or the effect of which would be inconsistent with or violate any provision contained in this Section 2.2. Any vote or consent (iior withholding of consent) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretion. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of by such Stockholder that are included within is not in accordance with this Section 2.2 will be considered null and void, and the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) provisions of the total voting power of the outstanding shares of Company Common Stock as of immediately prior Proxy will be deemed to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Sharestake immediate effect.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii), each Stockholder hereby irrevocably and unconditionally agrees that, during from and after the term of this Agreementdate hereof and until the Termination Date (as defined in Section 19), at the Company Stockholders Meeting and at any other meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the stockholders of the Company (the date of the taking of any such action being an applicable “Determination Date”)Company, such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (i) shall appear at each such meeting meeting, in person or by proxy, or otherwise cause such Stockholder’s Covered Company the Voting Shares to be counted as present thereat for purposes of calculating establishing a quorum; and (ii) vote (or cause to be voted), in person or by proxy, or if applicable deliver (or cause to be delivered) a written consent covering, all of such Stockholder’s Covered Company Shares: (1) in favor of the approval and adoption of the Merger, the Merger Agreement and any other action in furtherance of the consummation of the Merger and the related transactions; (2) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby; (3) against any Takeover Proposal; and (4) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof). (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted)) or act by written consent with respect to all of the Voting Shares that are beneficially owned by Stockholder or as to which Stockholder has, directly or indirectly, the right to vote or direct the voting, (a) in favor of adoption and approval of the Merger Agreement and the Merger and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement, and any other action reasonably requested by Parent in furtherance thereof; (b) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of Stockholder contained in this Agreement; and (c) against any Acquisition Proposal made by any person other than Parent or any of its affiliates. Stockholder hereby agrees that it will not enter into any voting or other agreement or understanding with any person or by proxy, entity or (if applicable) deliver (grant a proxy or cause to be delivered) a written consent covering, a number power of Covered Company Shares (rounded up attorney with respect to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately Shares prior to the applicable Determination Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, this Section 3 and except as provided in Section 2.1(a)(ii4 below) or vote or give instructions in any manner inconsistent with clause (a); and , (iib) or (c) of the Stockholders shall cause a number of Covered Company Shares equal to preceding sentence. Stockholder hereby agrees, during the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from period commencing on the date hereof until and ending on the Trigger Termination Date, the number not to, and, if applicable, not to permit any of Released Shares shall be zero) so entitled to Stockholder's affiliates to, vote to be voted or execute any written consent in any manner such Stockholder chooses in its sole discretion. (d) Promptly following the occurrence lieu of a Trigger Eventstockholders meeting or vote, if such consent or vote by the Stockholders stockholders of the Company would be inconsistent with or frustrate the purposes of the other covenants of Stockholder pursuant to this paragraph. As used in this Agreement, "person" shall deliver a written notice to Parent indicating, for each such Stockholder (xhave the meaning specified in Sections 3(a)(9) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%13(d)(3) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up SharesExchange Act.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii)the terms of this Agreement, each the Stockholder hereby irrevocably and unconditionally agrees that, during the term of time this AgreementAgreement is in effect, at the Company Stockholders Meeting and at any other annual or special meeting of the stockholders of the Company’s stockholders, however called, including any adjournment or postponement thereof, and in connection with any written consent of the stockholders of the Company (the date of the taking of any such action being an applicable “Determination Date”), such Stockholder shall, in each case to the fullest extent that the Covered Company Stockholder’s Subject Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (i) appear at each such meeting or otherwise cause such Stockholder’s Covered Company Shares to be counted as present thereat for purposes of calculating a quorum; and (ii) vote (or cause to be voted)) all of its Subject Shares, in person (A) adopt the Merger Agreement, and approve any actions related thereto as and when such Merger Agreement or by proxysuch other actions are submitted for the consideration and vote of the Company’s stockholders, (B) against any Acquisition Proposal, or if applicable deliver (any other transaction, proposal, agreement or cause action made in opposition to be delivered) a written consent covering, all of such Stockholder’s Covered Company Shares: (1) in favor of the approval and adoption of the Merger, the Merger Agreement and any other action or in furtherance of the consummation of competition or inconsistent with the Merger and the related transactions; (2) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Merger, other transactions contemplated by the Merger Agreement Agreement, and the transactions contemplated thereby; (3) against any Takeover Proposal; and (4C) against any other action, agreement or transaction involving the Company that is intended to, or that would be reasonably be expected tolikely to prevent, impede, or, in any material respect, interfere with, delay, postpone, discourage, frustrate with or delay the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement Agreement, including against any action, agreement or this Agreement transaction that would reasonably be expected to result in (x) a breach of or the performance by failure to perform any representation, warranty, covenant or agreement of the Company of its obligations under the Merger Agreement or by (y) any of the conditions set forth in Article VIII of the Merger Agreement not being satisfied. The Stockholder shall retain at all times the right to vote the Stockholder’s Subject Shares in the Stockholder’s sole discretion, and without any other limitation, on any matters other than those set forth in this Section 1.1 that are at any time or from time to time presented for consideration to the Company’s stockholders generally. In addition, nothing in this Agreement shall limit the right of any Stockholder to vote any such Subject Shares in connection with the election of its obligations under this Agreementdirectors. (b) Any vote required The Stockholder hereby revokes (and agrees to cause to be cast or consent required revoked and to be executed pursuant promptly communicate in writing notice of such revocation to this Section 2.1 shall be cast or executed in accordance the relevant proxy holder) any proxies that the Stockholder has heretofore granted with respect to the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consentSubject Shares. The obligations In furtherance of the Stockholders agreements herein, the Stockholder hereby irrevocably grants to, and appoints, Parent and any person or persons designated in this Section 2.1 shallwriting by Parent, subject to Section 2.1(c)(iiand each of them individually, the Stockholder’s proxy and attorney-in-fact (with full power of substitution), apply whether or not for and in the Merger or any action above is recommended by the Board of Directors name, place and stead of the Company Stockholder, to vote all its Subject Shares, or grant a consent or approval in respect of such Shares, or execute and deliver a proxy to vote such Shares, on the matters and in the manner specified in Section 1.1(a) (or but not on any committee thereofother matters). (c) Notwithstanding Section 2.1(a), in The Stockholder hereby affirms that the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner irrevocable proxy set forth in Section 2.1(a)(ii1.1(b) shall is given in connection with, and in consideration of, the execution of the Merger Agreement by Xxxxxx, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest sufficient in law to support an irrevocable power and may under no circumstances be modified revoked. The Stockholder hereby ratifies and confirms all that such that: (i) the Stockholders shall vote (irrevocable proxy may lawfully do or cause to be voted), in person or done by proxy, or (if applicable) deliver (or cause virtue hereof. Such irrevocable proxy is executed and intended to be delivered) a written consent covering, a number irrevocable in accordance with the provisions of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%Section 212(e) of the total voting power of the outstanding shares of Company Common Stock DGCL until such time as of immediately prior to the applicable Determination Date (this Agreement shall have been terminated in accordance with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretion5.1. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii), each Each Stockholder hereby irrevocably and unconditionally agrees that, during the term of time this AgreementAgreement is in effect, at the Company Stockholders Meeting and at any other meeting of the stockholders of the Company, however called, or any adjournment or postponement thereof, such Stockholder shall be present (in person or by proxy) and vote (or cause to be voted) all of its Owned Shares (a)(x) with respect to the election of Class II directors up for election at the Company’s 2021 Annual Meeting of Stockholders (including any adjournment or postponement thereof, the “2021 Annual Meeting”) for (i) one (1) Class II director specified by E&H and (ii) the remaining two (2) Class II directors specified by Dong-A and (y) with respect to the election of directors at the Company’s 2022 Annual Meeting of Stockholders (including any adjournment or postponement thereof, the “2022 Annual Meeting”), for such number of directors specified by Dong-A as would, together with any of such two (2) Class II directors specified by Dong-A that remain on the board of directors following the 2022 Annual Meeting, represent a majority of the members of the Company’s board of directors, (b) in favor of any proposal submitted to the shareholders of the Company in connection with any written consent a transaction that has been approved by the Company’s board of directors providing for the contribution by Dong-A to the Company of one or more of the stockholders DA Products (as defined below) and (c) in favor of any proposal submitted to the shareholders of the Company (concerning the date declassification of the taking Company’s board of any such action being an applicable “Determination Date”)directors, such and each Stockholder shall, shall present (in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon person or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (iby proxy) appear at each such meeting or otherwise cause such Stockholder’s Covered Company Shares to be counted as present thereat for purposes of calculating a quorum; and (ii) and vote (or cause to be voted)) all of its Owned Shares accordingly; provided that E&H shall not be required to perform its obligations with respect to the 2022 Annual Meeting under sub-clause (a)(y) unless Dong-A submits to the Company in good faith a binding offer to contribute all DA Products to the Company by the record date for the 2022 Annual Meeting. In addition, to the extent that any such actions are taken by the written consent of stockholders or there is any other opportunity to vote for or designate members of the Company’s board of directors, the Stockholder shall provide consent or withhold consent, as the case may be, or otherwise act in a manner consistent with this Section 1.1. Notwithstanding the foregoing, in the event that Dong-A terminates this Agreement pursuant to Section 5.1(ii) hereof prior to the 2022 Annual Meeting, Dong-A agrees that, following the date of such termination Dong-A shall (A) be present (in person or by proxy, or if applicable deliver (or cause to be delivered) a written consent covering, all of such Stockholder’s Covered Company Shares: (1) in favor of the approval and adoption of the Merger, the Merger Agreement and any other action in furtherance of the consummation of the Merger and the related transactions; (2) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby; (3) against any Takeover Proposal; and (4) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof). (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted) all of its Owned Shares for the directors specified by E&H in connection with the election of directors at the 2022 Annual Meeting or any other meetings of stockholders of the Company at which directors are elected (for the avoidance of doubt without any right to specify any directors or nominees to the board of directors) until the Company’s 2023 Annual Meeting of Stockholders (including any adjournment or postponement thereof); (B) upon E&H’s request, be present (in person or by proxy, or (if applicable) deliver and vote (or cause to be deliveredvoted) a written consent coveringto remove all directors specified by Dong-A from office and request the resignation of such directors on timing specified by E&H; and (C) request all directors specified by Dong-A who are in office to cooperate in good faith with E&H in connection with the management of the Company until such directors are removed or resign, a number all of Covered Company Shares (rounded up the foregoing only to the nearest whole share) that represent thirty-three extent consistent with, and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Datenot in violation of, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretion. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) such director’s fiduciary duties to the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and its stockholders and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date any applicable (it being understood that (xincluding civil) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shareslaw.

Agreement to Vote. (a) Subject Prior to Section 2.1(c)(ii), each Stockholder hereby irrevocably and unconditionally agrees that, during the term of this AgreementExpiration Date, at the Company Stockholders Meeting and at any other meeting of the stockholders of the Company, however called, including or at any adjournment or postponement thereof, and in connection with any written consent of the stockholders of the Company (the date of the taking of any such action being an applicable “Determination Date”), such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: sought (ieach, a “Company Stockholders Meeting”), Stockholder irrevocably and unconditionally (except as expressly provided herein) agrees that it shall, and shall cause any other holder of record of the Covered Shares to, either (a) appear at each such meeting or otherwise cause such Stockholder’s all Covered Company Shares to be counted as present thereat for purposes of calculating a quorum; and (ii) quorum and vote (or cause to be voted), in person or by proxy) all Covered Shares, or (b) if applicable action is to be taken by written consent in lieu of a Company Stockholders Meeting, execute and deliver a written consent (or cause to be delivered) a written consent covering, to be executed and delivered) covering all of such Stockholder’s Covered Shares (in each case to the extent that the Covered Company Shares:Shares are entitled to vote thereon or consent thereto): (1i) in favor of the approval and adoption of the Merger, the Merger Agreement and any other action in furtherance of the consummation approval of the Merger and the related transactionsother transactions contemplated by the Merger Agreement; (2ii) in favor of any proposal adjournment or postponement recommended by the Company with respect to adjourn a meeting any Company Stockholders Meeting to the extent permitted or required pursuant to Section 5.3 of the Merger Agreement; (iii) against any Company Acquisition Proposal; (iv) against any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company, in each case except as consented to by Parent or as expressly permitted by the Merger Agreement; and (v) against any proposal, action or agreement submitted to the stockholders of the Company (other than any proposal, action or agreement that is consented to solicit additional proxies in favor of the approval and adoption of the Merger, by Parent or is otherwise expressly permitted by the Merger Agreement and the transactions contemplated thereby; (3Agreement) against any Takeover Proposal; and (4) against any other action, agreement or transaction that is intended toto (A) materially impede, or would reasonably be expected to, impedefrustrate, interfere with, delay, postpone, discourage, frustrate the purposes of prevent or adversely affect otherwise impair the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or (B) result in any of the performance by the Company conditions set forth in Article VIII of its obligations under the Merger Agreement not being fulfilled. Stockholder shall not commit or by agree to take any Stockholder of its obligations under this Agreement. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance action inconsistent with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof)foregoing. (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretion. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. Prior to the Termination Date (a) Subject to Section 2.1(c)(iias defined herein), each Stockholder hereby Stockholder, solely in its capacity as a stockholder of Parent, irrevocably and unconditionally agrees that, during the term of this Agreement, at the Company Stockholders Meeting and at any other meeting of the stockholders of the CompanyCompany (whether annual or special and whether or not an adjourned or postponed meeting, however called, called and including any adjournment or postponement thereof, and, for avoidance of doubt, including the Special Meeting) and in connection with any written consent of the stockholders of Parent, the Company (the date of the taking of any such action being an applicable “Determination Date”), such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in and shall cause any other circumstance in which the vote, consent or other approval holder of record of any of the stockholders of the Company is soughtStockholder’s Covered Shares to: (ia) appear at each such meeting or otherwise cause such the Stockholder’s Covered Company Shares to be counted as present thereat for purposes the purpose of calculating establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting in person or by proxy (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of (i) approving the issuance of Parent Common Stock to the holders of Class A Common Shares of the Company pursuant to the NYSE listing rules, (ii) approving the amendment and/or restatement of the Parent Organizational Documents as necessary or appropriate to reflect the Stockholders’ Agreement Termination (as defined below) and (iii) any other proposals agreed to by Parent and the Company which are necessary or appropriate in connection with the Transactions or to effectuate the intent of the foregoing clauses (i) and (ii); and (iic) vote (or execute and return an action by written consent), or cause to be voted), voted at such meeting in person or by proxy, or if applicable deliver proxy (or validly execute and return and cause such consent to be delivered) a written consent coveringgranted with respect to), all of such the Stockholder’s Covered Company Shares: Shares against (1i) in favor of the approval any Acquisition Proposal with respect to Parent and adoption of the Merger, the Merger Agreement and any other action in furtherance of the consummation of the Merger and the related transactions; (2ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby; (3) against any Takeover Proposal; and (4) against any other action, proposal, transaction or agreement or transaction that is intended to, or would could reasonably be expected to, to (A) materially impede, interfere with, delay, postpone, discourage, frustrate the purposes of postpone or materially and adversely affect the First Merger or any of the other transactions contemplated by the Merger Agreement Transaction, (B) result in a material breach of any covenant, representation or this Agreement warranty or the performance by the Company other obligation or agreement of its obligations Parent under the Merger Agreement Agreement, or by (C) result in a material breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder of its obligations under contained in this Agreement. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders each Stockholder specified in this Section 2.1 shall, subject to Section 2.1(c)(ii), 1 shall apply whether or not the First Merger or any action described above is recommended by the Parent Board of Directors of or the Company (or any committee thereof)Parent Board has effected a Parent Change in Recommendation. (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretion. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject to the earlier termination of this Agreement in accordance with Section 2.1(c)(ii3 and the last paragraph of this Section 1, each Stockholder, in its, his or her capacity as a stockholder of the Company, irrevocably and unconditionally agree that such Stockholder shall, and shall cause any other holder of record of such Stockholder’s Covered Shares to, validly execute and deliver to the Company, on or prior to the third (3rd) Business Day following the date that the consent solicitation statement/prospectus included in the Registration Statement is disseminated to the Company’s stockholders (which shall occur following the date that the Registration Statement becomes effective), the written consent in the form attached hereto as Exhibit B in respect of all of such Stockholder’s Covered Shares. In addition, subject to the last paragraph of this Section 1, prior to the Termination Date (as defined herein), each Stockholder hereby Stockholder, in its, his or her capacity as a stockholder of the Company, irrevocably and unconditionally agrees that, during the term of this Agreement, at the Company Stockholders Meeting and at any other meeting of the stockholders of the CompanyCompany (whether annual or special and whether or not an adjourned or postponed meeting, however called, called and including any adjournment or postponement thereof, ) and in connection with any written consent of the stockholders of the Company (the date of the taking of any such action being an applicable “Determination Date”)Company, such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in and shall cause any other circumstance in which the vote, consent or other approval holder of record of any of the stockholders of the Company is soughtStockholder’s Covered Shares to: (ia) when such meeting is held, appear at each such meeting or otherwise cause such Stockholder’s Covered Company Shares to be counted as present thereat for purposes the purpose of calculating establishing a quorum; and; (iib) vote (or cause to be votedexecute and return an action by written consent), in person or by proxy, or if applicable deliver (or cause to be delivered) a written voted at such meeting (or validly execute and return and cause such consent coveringto be granted with respect to), all of such Stockholder’s Covered Company Shares: Shares owned as of the record date for such meeting (1or the date that any written consent is executed by such Stockholder) in favor of the approval Merger and the adoption of the MergerMerger Agreement, the Merger Agreement approval of the Transactions and any other action in furtherance of matters necessary or reasonably requested by the Company for consummation of the Merger and the related transactionsother transactions contemplated by the Merger Agreement; (2c) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of such Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by such Stockholder) in favor of any proposal to adjourn a meeting of the stockholders of the Pre-Closing Company to solicit additional proxies in favor of the approval and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby; (3) against any Takeover ProposalCharter Amendment; and (4d) vote (or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, all of such Stockholder’s Covered Shares against any Acquisition Proposal and any other action, agreement or transaction action that is intended to, or would reasonably be expected to, to materially impede, interfere with, delay, postpone, discourage, frustrate the purposes of postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement result in a breach of any covenant, representation or the performance by warranty or other obligation or agreement of the Company of its obligations under the Merger Agreement or by result in a breach of any covenant, representation or warranty or other obligation or agreement of such Stockholder of its obligations under contained in this Agreement. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders any Stockholder specified in this Section 2.1 shall, subject to Section 2.1(c)(ii), 1 shall apply whether or not the Merger or any action described above is recommended by the Board of Directors of the Company (or any committee thereof)Board. (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretion. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii), each Stockholder hereby irrevocably and unconditionally agrees that, during the term of this Agreement, at the Company Stockholders Meeting and at At any other meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the stockholders of the Company (whether annual or special or otherwise and whether or not an adjourned, postponed, reconvened or recessed meeting) however called for the date purpose of the taking of voting on a proposal to approve one or any such action being an applicable “Determination Date”), such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: Stockholder Matters (i) defined below), Stockholder irrevocably and unconditionally agrees that it shall, or shall cause the holder of record of the Owned Shares on each record date relevant to such a stockholder vote with respect to such Company Stockholder Matters to, appear at each such meeting in person or represented by a duly executed and non-revoked proxy or otherwise cause the Owned Shares that are eligible to be voted at such Stockholder’s Covered Company Shares stockholder meeting to be counted as present thereat for purposes of calculating establishing a quorum; andquorum at such meeting. (iib) Stockholder irrevocably and unconditionally agrees to vote (whether by ballot at a meeting, by proxy or by executing and returning a stockholder consent), or cause its nominee holder of record on any applicable record date to be voted), in person or by proxy, or if applicable deliver (or cause to be delivered) a written consent coveringvote, all of such Stockholder’s Covered Company Sharesthe Owned Shares as follows: (1i) in favor of If the Company presents to its stockholders for approval and a proposal or proposals that they approve the adoption of the Merger, the Merger Agreement and any other action in furtherance of the consummation of the Merger and the related transactions; (2) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby, including the Mergers, and any other matter or action reasonably requested by the Company in furtherance thereof (such matters, the “Common Stockholder Matters”), in favor of the approval of such matters; (3ii) against In favor of the approval of any Takeover Proposalother matter contemplated by the Merger Agreement necessary or advisable to consummate the Mergers and the other transactions contemplated thereby that is presented by the Company for a vote of its stockholders, including any motion by the chairman of the stockholder meeting to adjourn, reconvene, recess or otherwise postpone such meeting; and (4iii) against Against (A) any other actionCompeting Proposal, Alternative Acquisition Agreement or any of the transactions contemplated thereby, (B) any proposal, transaction, agreement or transaction action that is intended towould constitute, or would could reasonably be expected to result in, a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or (C) any proposal, transaction, agreement or action that would, or could reasonably be expected to, prevent, impede, frustrate, interfere with, delay, postpone, discourage, frustrate the purposes of postpone or adversely affect the Merger Mergers or any of the other transactions contemplated by the Merger Agreement or this Agreement or Agreement, in contravention of the performance by the Company of its obligations under terms and conditions set forth in the Merger Agreement or by change in any Stockholder manner the voting rights of its obligations under this Agreementany class of shares of the Company (including any amendments to the Company’s Charter). (bc) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is the Owned Shares are duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof). (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretion. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii), each Stockholder hereby irrevocably and unconditionally agrees that, during the term of this Agreement, at the Company Stockholders Meeting and at any other meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the stockholders of the Company (From the date of this Agreement until the taking Expiration Time (as defined below), Sponsor will (and, if applicable, will cause each of its Affiliates that has the right to vote or direct the voting of any such action being an applicable “Determination Date”), such Stockholder shall, in each case to the fullest extent that the Covered Company Subject Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (as defined below) to) (i) appear at each such any meeting of stockholders or otherwise cause such Stockholder’s Covered Company any Subject Shares to be counted as present thereat for purposes of calculating a quorum; and , (ii) (A) vote in favor of, or (or cause to be votedB) in the event that the Parent seeks stockholder’s approval via written consent, as promptly as reasonably practicable (and in any event within two (2) Business Days) following the delivery by the Parent of the applicable requested written consent), in person or duly execute and deliver to the Company and Parent the written approval solicited by proxy, or if applicable deliver (or cause the Parent pursuant to be delivered) a such written consent coveringunder which Sponsor shall irrevocably and unconditionally consent to, all the Parent Stockholder Matters (as defined herein), and (iii) withhold its approval of such Stockholder’s Covered Company Shares: or vote against any action, proposal, transaction or agreement that could reasonably be expected to (1) result in favor a breach of the approval and adoption of the Mergerany covenant, the Merger Agreement and representation or warranty or any other action in furtherance of the consummation of the Merger and the related transactions; (2) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Merger, the Merger obligation or agreement under this Agreement and the transactions contemplated thereby; (3) against any Takeover Proposal; and (4) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or (2) otherwise interfere with the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this AgreementTransactions. (b) Sponsor will not enter into any agreement with any Person (other than the Parent) prior to the Expiration Time (with respect to periods prior to the Expiration Time) directly or indirectly to vote, grant any proxy or give instructions with respect to the voting of the Subject Shares, the effect of which would be inconsistent with or violate any provision contained in herein. Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast (or executed withholding of a vote or consent or otherwise abstaining from voting or consenting) by Sponsor that is not in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof)1.1 will be considered null and void. (c) Notwithstanding Section 2.1(a)Sxxxxxx agrees that it shall not, in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”)directly or indirectly, the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to Closing, redeem any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Owned Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretion. (d) Promptly following The Parent may, in its sole discretion, waive the occurrence provisions of a Trigger Event, the Stockholders shall deliver a written notice this Section 1.1 as to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal any matter brought to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) stockholders of the total voting power Parent for a vote (or consent pursuant to an action by written consent of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Datestockholders, if applicable), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii), each Stockholder hereby irrevocably and unconditionally agrees that, during from the term of this Agreementdate hereof through the Termination Date, except to the extent waived in writing by Parent in its sole and absolute discretion, at the Company Stockholders Meeting and at any other meeting of the stockholders Stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action by written consent of the stockholders of the Company (the date Company, unless otherwise directed in writing by Parent, Stockholder shall include all of the taking of any such action being an applicable “Determination Date”), such Stockholder shall, in each case to the fullest extent that the Covered Company Stockholder’s Subject Shares are entitled to vote thereon or consent thereto, or then owned in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (i) appear at each such meeting or otherwise cause such Stockholder’s Covered Company Shares to be counted as present thereat computation for purposes of calculating a quorum; and (ii) establishing quorum at any such meeting and vote (or cause to be voted), in person or by proxy, or if applicable deliver (or cause to be delivered) a written consent covering, all of such Stockholder’s Covered Subject Shares then owned (to the extent the Subject Shares are not accepted for tender in the Offer) and any other shares of capital stock of the Company Sharesthen owned, beneficially or of record, by Stockholder during the term of this Agreement that are entitled to vote at such meeting or in such written consent: (1a) in favor of (i) the approval Merger and the adoption of the Merger, the Merger Agreement and the terms thereof, in favor of each of the other actions contemplated by the Merger Agreement and in favor of any other action in furtherance of the consummation any of the Merger foregoing and the related transactions; (2ii) in favor of any proposal to adjourn or postpone a meeting to a later date if there are not sufficient votes for the adoption and approval of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Merger, the Merger Agreement and the transactions contemplated therebythereby on the date on which such meeting is held; (3b) against any Takeover action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; (c) against any Company Acquisition Proposal; (d) against any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; and (4e) against any other actionmerger, agreement acquisition, sale, consolidation, reorganization, recapitalization, dividend or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors liquidation of the Company (or any committee thereofof its Subsidiaries or similar transaction. Prior to the Termination Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clauses (a). , (b), (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%d) of the total voting power preceding sentence. For the avoidance of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to doubt, nothing in this Agreement shall in any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled way limit Stockholder’s right to vote the Subject Shares in respect of such matterStockholder’s sole discretion on any matters other than the foregoing matters that may be submitted to a stockholder vote, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretionconsent or other approval. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii), each Stockholder The Sponsor hereby irrevocably and unconditionally agrees thatagrees, during at any meeting of the term shareholders of Broadstone duly called and convened in accordance with the Organisational Documents of Broadstone, whether or not adjourned and however called, including at the Special Shareholder Meeting or otherwise, and in any action by written consent of the shareholders of Broadstone, (i) to vote, or cause to be voted, or execute and return, or cause to be executed and returned, an action by written consent with respect to, as applicable, all of the Sponsor’s Purchaser Class B Shares and Purchaser Class A Shares (if any) (the “Sponsor Purchaser Ordinary Shares”), in each case, held of record or beneficially by Sponsor as of the date of this Agreement, at or to which the Company Stockholders Meeting Sponsor acquires record or beneficial ownership after the date hereof and at any other meeting prior to the Share Acquisition Closing (the “Closing”) (including by reason of the stockholders Merger) (collectively, the “Subject Equity Securities”) in favor of each of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the stockholders of the Company (the date of the taking of any such action being an applicable “Determination Date”), such Stockholder shallShareholder Approval Matters, in each case case, to the fullest extent that the Covered Company Shares such Subject Equity Securities are entitled to vote thereon or consent theretothereto (ii) when such meeting is held, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (i) appear at each such meeting or otherwise cause such Stockholder’s Covered Company Shares the applicable Subject Equity Securities to be counted as present thereat for purposes the purpose of calculating establishing a quorum, (iii) to the fullest extent permitted under applicable Law, waive any dissenters, appraisal or other similar rights, whether such rights are afforded by law or contract, in respect of the transactions contemplated by the Business Combination Agreement and the Ancillary Documents, including the Merger, (iv) to vote against, or cause to be voted against, or withhold consent, or cause consent to be withheld, with respect to, any other matter, action or proposal that would reasonably be expected to result in (x) a breach of any of Broadstone, Pubco or Merger Sub’s (each a “Broadstone Party”) covenants, agreements or obligations under the Business Combination Agreement or any of the Ancillary Documents or (y) any of the conditions to the consummate of the Transactions set forth in Articles 10.1 (Condition to Each Party’s Obligations) or 10.3 (Conditions to Obligations of Purchaser, Pubco and Merger Sub) of the Business Combination Agreement not being satisfied; andand (v) not to redeem, elect to redeem or tender or submit any of its Subject Equity Securities for redemption in connection with the Shareholder Approval Matters, the Merger, the Share Acquisition or any other transactions contemplated by the Business Combination Agreement. Without limiting the generality of the foregoing, prior to any valid termination of the Business Combination Agreement, to the extent within its power to do so in its capacity as holder of Sponsor Purchaser Ordinary Shares, the Sponsor shall take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary under applicable Laws to consummate the Merger and the other transactions contemplated by the Business Combination Agreement and on the terms and subject to the conditions set forth therein. The obligations of the Sponsor specified in this Section 1 shall apply whether or not the Merger, any of the transactions contemplated by the Merger Agreement or any action described above is recommended by Broadstone’s or the Sponsor’s board of directors. (b) The Sponsor irrevocably and unconditionally agrees that, as promptly as reasonably practicable (and in any event within five (5) Business Days) following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act and upon written notice thereof from the Company or Broadstone, it shall duly execute and deliver to Pubco properly completed and duly executed stock transfer form(s), in each case with respect to that Subject Equity Securities, or indemnities in respect thereof (the “STFs”), together with any and all Ancillary Documents required to be executed and delivered by the Sponsor as such are provided for in the Business Combination Agreement, and any other agreement, instrument or document required by the Company or Broadstone to validate, give effect to or otherwise implement the Business Combination Agreement and the Transactions (together the “Share Acquisition Documents”). (c) The Sponsor hereby agrees, consents to and approves (i) the transactions contemplated by the Business Combination and the Ancillary Documents and (ii) entry into by the Sponsor the Business Combination Agreement and the Share Acquisition Documents. (d) Without limiting any other rights or remedies of the Company, in the event that Sponsor fails to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a) or Section 1(b) hereof (such failure, a “POA Event”), then, solely in such circumstances and solely to the extent set forth herein, the Sponsor hereby irrevocably appoints each member of the board of directors of the Company as the Sponsor’s true and lawful representative, agent, attorney and proxy (with full power of substitution and resubstitution), for and in the name, place and stead of Sponsor (the “Appointment”), (i) to execute and deliver on its behalf all Share Acquisition Documents, (ii) to attend on behalf of Sponsor any meeting of Broadstone’s shareholders with respect to the matters described in Section 1(a) or Section 1(b) hereof, (iii) to include the applicable Subject Equity Securities in any computation for purposes of establishing a quorum at any such meeting of the holders of Purchaser Ordinary Shares and (iv) to vote (or cause to be voted), in person or by proxy, or if applicable deliver (or cause to be delivered) a written consent covering(or withhold consent), all of such Stockholder’s Covered Company Shares: (1or waive, revoke or not assert any right, if applicable, with respect to the applicable Subject Equity Securities on the matters specified in, and in accordance and consistent with Section 1(a) or Section 1(b) hereof in favor of the approval and adoption of the Merger, the Merger Agreement and connection with any other action in furtherance of the consummation of the Merger and the related transactions; (2) in favor of any proposal to adjourn a meeting of the stockholders holders of Purchaser Ordinary Shares or any action by written consent by the holders of Purchaser Ordinary Shares. The Sponsor hereby revokes any appointment previously granted by it with respect to the Subject Equity Securities, if any. Notwithstanding anything contained herein to the contrary, this Appointment shall automatically terminate upon the earlier of the Company to solicit additional proxies in favor termination of the approval Business Combination Agreement in accordance with its terms or the Share Acquisition Closing. (e) The Appointment granted by the Sponsor is granted in consideration for the Company and adoption of Broadstone entering into the Merger, the Merger Business Combination Agreement and agreeing to consummate the transactions contemplated thereby; (3) against any Takeover Proposal; and (4) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated . The Appointment granted by the Merger Agreement Sponsor is unconditional and irrevocable and shall survive the bankruptcy, dissolution, death, incapacity or this Agreement or the performance other inability to act by the Sponsor. The Appointment may only be exercised with respect to the matters described in Section 1(a) or Section 1(b). Upon the occurrence of a POA Event, the Sponsor hereby approves, authorizes and ratifies everything which any member of the board of directors of the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement. (b) Any vote required to be cast or consent required to be executed shall lawfully due pursuant to this Section 2.1 shall be cast or executed in accordance 1 to the extent consistent with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes terms and conditions of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof). (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”)Agreement, the obligation of Business Combination Agreement and the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretionShare Acquisition Documents. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii), each Stockholder hereby irrevocably and unconditionally Each Shareholder agrees that, during the term of this Agreement, that at the Company Stockholders Shareholders Meeting and or at any other meeting of the stockholders holders of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the stockholders of the Company (the date of the taking of any such action being an applicable “Determination Date”), such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to at which a vote thereon or consent theretocontemplated below is taken, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (i) when such meeting of the holders of Company Shares is held, such Shareholder shall appear at each such meeting or otherwise cause such Stockholder’s Covered Company the Subject Shares to be counted as present thereat for purposes the purpose of calculating establishing a quorum; and quorum and (ii) such Shareholder shall vote (or cause to be voted), in person or by proxy, or if applicable deliver voted at any such meeting any Subject Shares (or cause to be delivered) a written consent covering, all of such Stockholder’s Covered Company Shares: (1A) in favor of the approval and adoption of the Merger, adopting the Merger Agreement and any other action in furtherance of the consummation of the Merger and the related transactions; (2) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby; (3) against any Takeover Proposal; and (4) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions actions contemplated by the Merger Agreement in respect of which shareholder approval is requested; (B) at the request of Parent, in favor of adoption of any proposal in respect of which the Company Board has (1) determined is reasonably necessary to facilitate the Transactions in accordance with the terms of the Merger Agreement, (2) disclosed the determination described in clause (1) in the Proxy Statement or this Agreement other written materials disseminated to the shareholders of the Company and (3) recommended to be adopted or the performance approved by the shareholders of the Company of its obligations under (provided, in each case, that the Merger Agreement shall not have been amended or by otherwise modified in a manner materially adverse to such Stockholder); and (C) against any Stockholder Takeover Proposal or change in any manner the voting rights of its any class of Company Shares (including any amendments to the Company Bye-Laws providing for such a change). (b) For the avoidance of doubt, each Shareholder shall retain at all times the right to vote any Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters other than those explicitly set forth in this Section 4.01 that are at any time or from time to time presented for consideration to the holders of Company Shares. (c) Each Shareholder hereby covenants and agrees that it shall not enter into any agreement or undertaking, and shall not commit or agree to take any action, that would restrict or interfere with such Shareholder’s obligations under pursuant to this Agreement. (bd) Any vote required to be cast or consent required to be executed pursuant to Nothing contained in this Section 2.1 Agreement shall be cast deemed to vest in Parent any direct or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes indirect ownership or incidence of determining that a quorum is present (if applicable) and for purposes ownership of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof). (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination DateSubject Shares. All rights, such number ownership and economic benefits of Covered Company Shares being and relating to the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Subject Shares shall be equal remain vested in and belong to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretionShareholders. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. Xxxxxx xx the extent otherwise agreed from time to time by each of (a) Subject to Section 2.1(c)(ii)the holders of a majority of the Shares held by the Greenstein Stockholders and (b) the holders of a majority of the Shxxxx xxxx by the Steiner Family Stockholders, each Stockholder hereby irrevocably covenants and unconditionally agrees that, during the term of this Agreementxx xxxe (in person or by proxy), at the Company Stockholders Meeting and at any other meeting all meetings of the stockholders of the Company, Company however called, including any adjournment or postponement thereof, called and in connection with any regard to actions proposed to be taken by written consent of the stockholders of the Company (at any time during the date term of this Agreement with regard to the election of directors, all of the taking Shares in favor of the election as directors of the Company of such designees as may be selected of the Steiner Family Stockholders. Should any designee of the Steiner Fxxxxx Xtockholders resign, determine not to seek re-electixx xx xhe Board, be removed from office, die, become incapacitated or otherwise cease to serve on the Board, and should such designee not be replaced by the Board with a designee recommended to the Board by the Steiner Family Stockholders, or should such designee's term of ofxxxx xxpire, the Stockholders agree to take all such action being an applicable “Determination Date”), such Stockholder shall, in each case as may be permitted under the Company's Certificate of Incorporation or By-laws and laws of its state of incorporation to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent promptly call a special or other approval meeting of the stockholders of the Company is sought: (i) appear at each such meeting or otherwise cause such Stockholder’s Covered Company Shares to be counted as present thereat for purposes of calculating a quorum; and (ii) vote (or cause to be voted), in person or by proxyand vote, or if applicable deliver (or cause to be delivered) execute a written consent coveringconsent, all to elect as the successor to such former director a person designated by the holders of such Stockholder’s Covered Company Shares: (1) in favor a majority of the approval and adoption Shares held by the Steiner Family Stockholders. The ability of the Merger, Steiner Faxxxx Xxockholders to designate one or more directors is a xxxxx and not an obligation and such right may be exercised at any time during the Merger Agreement and any other action in furtherance term of the consummation of the Merger and the related transactions; (2) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby; (3) against any Takeover Proposal; and (4) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that . For avoidance of doubt, it is duly counted for purposes agreed and understood that any shares of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors Common Stock of the Company (other than the Shares) which a party hereto owns in street name (or any committee thereof). (c) Notwithstanding Section 2.1(a), may in the event future acquire of a Company Adverse Recommendation Change made record or in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(iistreet name) shall be modified such that: not (i) unless agreed to in writing by the Stockholders shall vote (or cause party to be voted), in person or by proxy, or (if applicablecharged) deliver (or cause be subject to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretionthis Agreement. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii)Each of the Stockholders agrees that it shall, each Stockholder hereby irrevocably and unconditionally agrees that, during the term shall cause any other holder of this Agreementrecord of any Covered Shares to, at the Company Stockholders Meeting and at any other meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the stockholders of the Company (the date of the taking of any such action being whether annual or special and whether or not an applicable “Determination Date”), such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon adjourned or consent thereto, postponed meeting) or in any other circumstance in circumstances upon which the a vote, consent or other approval of the stockholders of the Company Stockholders is sought: sought (i) when a meeting is held, appear at each such meeting or otherwise cause such Stockholder’s the Covered Company Shares to be counted as present thereat for purposes the purpose of calculating establishing a quorum; and (ii) vote (or cause to be voted, including by proxy or by delivering a written consent) all Covered Shares in favor of (x) the Merger and the adoption of the Merger Agreement and each of the other transactions contemplated by the Merger Agreement, including, without limitation, the adoption of an amended and restated certificate of incorporation of the Company substantially in the form attached as Exhibit A to the Merger Agreement (collectively, the “Transactions”), in person and (y) approval of any proposal to adjourn or by proxypostpone such meeting to a later date, or if applicable deliver there are not sufficient votes for the adoption of the Merger Agreement on the date on which such meeting is held; and (iii) vote (or cause to be deliveredvoted) a written consent covering, all of such Stockholder’s Covered Company Shares: (1) in favor of the approval and adoption of the Merger, the Merger Agreement and any other action in furtherance of the consummation of the Merger and the related transactions; (2) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby; (3) against any Takeover Proposal; and (4) Shares against any other actionproposal, action or agreement or transaction that is intended to, or would could reasonably be expected to, to impede, interfere with, delay, postpone, discourage, frustrate the purposes of postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by Transactions in any Stockholder of its obligations under this Agreement. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consentmaterial respect. The obligations Each of the Stockholders agrees to waive, and to not exercise, any appraisal rights that may be available under Delaware law with respect to the Merger. Except as set forth in this Section 2.1 shall1, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof). (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (not be restricted from voting in favor of, against or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (abstaining with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal matter presented to the aggregate number stockholders of Covered Company Shares)the Company. In addition, voting together as a single class, entitled nothing in this Agreement shall limit the right of any Stockholder to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretion. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as in connection with the election of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Sharesdirectors.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii), each The Stockholder hereby irrevocably and unconditionally agrees that, that during the term of time this AgreementAgreement is in effect, at the Company Stockholders Meeting and at any other meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the stockholders of the Company (the date of the taking of any such action being an applicable “Determination Date”), such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of stockholders of the Company, in their capacity as stockholders, is sought with respect to the Merger Agreement or any Takeover Proposal, the Stockholder shall, in each case, to the fullest extent that such matters are submitted for the vote, written consent or approval of the stockholders Stockholder and the Stockholder is entitled to vote thereon or consent thereto, to the extent any of the Company is sought: Covered Shares have not been purchased in the Offer: (ia) appear at each such meeting or otherwise cause such Stockholder’s Covered Company Shares to be counted as present thereat for purposes of calculating a quorum; and and (iib) vote in favor of (or cause to be votedvoted in favor of), in person or by proxy, or if applicable deliver (or cause to be delivered) a written consent covering, or otherwise approve on behalf of all of such Stockholder’s Covered Company Shares: Shares (1i) in favor of the approval and adoption of the Merger, the Merger Agreement and any other action related proposal in furtherance thereof, as reasonably requested by Parent, submitted for the vote, written consent or approval of the consummation Company’s stockholders; (ii) against any action, proposal or agreement submitted for the vote, written consent or approval of the Company’s stockholders that is in opposition to, or would reasonably be expected to be competitive or materially inconsistent with, the Merger and the related transactions; (2) or would result in favor a breach of any proposal to adjourn a meeting of the stockholders covenant, representation or warranty or any other obligation or agreement of the Company to solicit additional proxies contained in favor the Merger Agreement, or of the approval Stockholder contained in this Agreement; and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby; (3iii) against any Takeover Proposal; and (4) Proposal and against any other action, agreement or transaction submitted for the vote, written consent or approval of stockholders that is intended to, or would reasonably be expected to, to impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any the Stockholder of its obligations under this Agreement. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof). (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretion. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii), each Stockholder hereby irrevocably and unconditionally agrees that, during From the term date hereof until the termination of this AgreementAgreement in accordance with Section 5.1, except to the extent waived in writing by DigitalGlobe in its sole and absolute discretion, at the Company Stockholders Meeting and at any other meeting of the stockholders of GeoEye called to consider and vote upon the Companyadoption of the Merger Agreement and approval of the Combination and the transactions contemplated by the Merger Agreement (including the GeoEye Stockholders Meeting), however called, including or at any adjournment or postponement thereof, and or in connection with any written consent of the stockholders of the Company (the date of the taking of any such action being an applicable “Determination Date”), such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, GeoEye or in any other circumstance in circumstances upon which the a vote, consent or other approval of all or some of the stockholders of GeoEye is sought for the Company is sought: adoption of the Merger Agreement and approval of the Combination and the transactions contemplated by the Merger Agreement, the Stockholder agrees to vote (or cause to be voted) all of the Subject Shares (i) appear in favor of adoption of the Merger Agreement and approval of the Combination and the transactions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance hereof or thereof and (ii) against the following actions (other than the Combination and the transactions contemplated by the Merger Agreement): (A) any GeoEye Takeover Proposal (other than any GeoEye Takeover Proposal that (x) did not result from a breach of Section 5.03(a) of the Merger Agreement, (y) that the GeoEye Board or an authorized and empowered committee thereof determined in good faith, after consultation with its outside financial and legal advisors, constituted a Superior GeoEye Proposal and (z) that results in a GeoEye Adverse Recommendation Change); (B) any reorganization, recapitalization, dissolution, liquidation or winding up of GeoEye or any of its Subsidiaries; (C) any amendment of GeoEye’s certificate of incorporation or by-laws, except as contemplated by the Merger Agreement; or (D) any other action or proposal involving GeoEye that would reasonably be expected to prevent or materially impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement, including the Combination. (b) At any meeting of the stockholders of GeoEye that is held (including the GeoEye Stockholders Meeting) to consider and vote upon the adoption of the Merger Agreement and approval of the Combination and the transactions contemplated by the Merger Agreement, the Stockholder shall, or shall direct the holder(s) of record of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each such meeting or otherwise cause such Stockholder’s Covered Company the Subject Shares to be counted as present thereat for purposes of calculating establishing a quorum; and (ii) vote (or cause to be voted), in person or by proxy, or if applicable deliver (or cause to be delivered) a written consent covering, all of such Stockholder’s Covered Company Shares: (1) in favor of the approval and adoption of the Merger, the Merger Agreement and any other action in furtherance of the consummation of the Merger and the related transactions; (2) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby; (3) against any Takeover Proposal; and (4) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof). (c) Notwithstanding Section 2.1(aSOLELY IN THE EVENT OF A FAILURE BY THE STOCKHOLDER TO ACT IN ACCORDANCE WITH THE STOCKHOLDER’S OBLIGATIONS AS TO VOTING OR EXECUTING A WRITTEN CONSENT PURSUANT TO SECTION 1.1(A) AND (B), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal THE STOCKHOLDER hereby irrevocably grants to and appoints YXXXXX X. XXXXXXX AND DXXXXX X. XXXXXXXXX, IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF DIGITALGLOBE, AND ANY INDIVIDUAL WHO SHALL HEREAFTER SUCCEED TO ANY SUCH OFFICE OF DIGITALGLOBE, AND EACH OF THEM INDIVIDUALLY, THE STOCKHOLDER’S PROXY AND ATTORNEY-IN-FACT (a “Trigger Event”WITH FULL POWER OF SUBSTITUTION), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(iiFOR AND IN THE NAME, PLACE AND STEAD OF THE STOCKHOLDER, TO REPRESENT, VOTE AND OTHERWISE ACT (BY VOTING AT ANY MEETING OF STOCKHOLDERS OF GEOEYE, BY WRITTEN CONSENT IN LIEU THEREOF OR OTHERWISE) shall be modified such that: WITH RESPECT TO THE SUBJECT SHARES OWNED OR HELD BY SUCH STOCKHOLDER REGARDING THE MATTERS REFERRED TO IN SECTION 1.1(A) AND (iB) the Stockholders shall vote UNTIL THE TERMINATION OF THIS AGREEMENT, TO THE SAME EXTENT AND WITH THE SAME EFFECT AS THE STOCKHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, RULES AND REGULATIONS. THE PROXY GRANTED PURSUANT TO THIS SECTION 1.1(C) IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE. THE STOCKHOLDER WILL TAKE SUCH FURTHER ACTION AND WILL EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. THE STOCKHOLDER HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY GRANTED WITH RESPECT TO ANY OF THE SUBJECT SHARES THAT MAY HAVE HERETOFORE BEEN APPOINTED OR GRANTED WITH RESPECT TO THE MATTERS REFERRED TO IN SECTION 1.1(A) OR (or cause to be votedB), in person or by proxyAND NO SUBSEQUENT PROXY (WHETHER REVOCABLE OR IRREVOCABLE) OR POWER OF ATTORNEY SHALL BE GIVEN BY THE STOCKHOLDER, or (if applicable) deliver (or cause to be delivered) a written consent coveringEXCEPT AS REQUIRED BY ANY LETTER OF TRANSMITTAL IN CONNECTION WITH THE COMBINATION. NOTWITHSTANDING THE FOREGOING, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretionTHIS PROXY SHALL TERMINATE UPON TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii), each Stockholder hereby irrevocably and unconditionally agrees that, during From the term date of this AgreementAgreement until the Termination Date, at the Company Stockholders Stockholder Meeting and at any other meeting of the stockholders of the CompanyCompany (and at every adjournment or postponement thereof) to vote on any matter contemplated by this Agreement, however called, including any adjournment or postponement thereof, and (if applicable) in connection with any written consent of the stockholders Company’s stockholders, each Stockholder shall unconditionally and irrevocably vote, or shall cause to be unconditionally and irrevocably voted, all its Covered Shares held at that time: (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement; (ii) in favor of the approval of any proposal to adjourn the meeting to a later date, if there is not a quorum or sufficient affirmative votes (in person or by proxy) to obtain the Company Stockholder Approval on the date on which such meeting is held; (iii) against any action or agreement that would reasonably be expected to result in the conditions of the Transactions not being fulfilled or a breach of a covenant, representation or warranty or any other material obligation or agreement of the Company contained in the Merger Agreement; (iv) against any action, proposal, transaction or agreement that would reasonably be expected to prevent or materially delay the consummation of the Transactions; and (v) against any Company Takeover Proposal. (b) From the date of this Agreement until the taking of any such action being an applicable “Determination Termination Date”), such each Stockholder shallshall appear (in person, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon by proxy or consent thereto, or in by any other circumstance in which means permitted by the vote, consent or other approval Company Bylaws) at each meeting of the stockholders of the Company is sought: (i) appear at each such meeting Company, or otherwise adjournment or postponement thereof, to vote on any matter contemplated by this Agreement and shall cause such Stockholder’s all its Covered Company Shares to be counted as present thereat for purposes of calculating a quorum; andquorum and shall vote all its Covered Shares in accordance with this Section 3. (c) Nothing in this Agreement, including this Section 3, limits or restricts (i) any Affiliate or designee of any Stockholder who serves as a member of the Company Board or (ii) vote (any Stockholder serving as an officer in acting or cause to be voted), voting in person his or by proxy, or if applicable deliver (or cause to be delivered) her capacity as a written consent covering, all of such Stockholder’s Covered Company Shares: (1) in favor of the approval and adoption of the Merger, the Merger Agreement and any other action in furtherance of the consummation of the Merger and the related transactions; (2) in favor of any proposal to adjourn a meeting of the stockholders director of the Company or as an officer and exercising his or her fiduciary duties and responsibilities, it being understood that this Agreement applies to solicit additional proxies each Stockholder solely in favor its capacity as a stockholder of the approval Company and adoption does not apply to any such actions, judgments or decisions as a director or officer of the MergerCompany, the Merger Agreement and the transactions contemplated thereby; such actions (3or failures to act) against any Takeover Proposal; and (4) against any other action, agreement or transaction that is intended to, or would reasonably shall not be expected to, impede, interfere with, delay, postpone, discourage, frustrate the purposes deemed to constitute a breach of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement. (bd) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof). (c) Notwithstanding Section 2.1(a), in In the event of a Company Adverse Recommendation Change made in compliance with the terms of the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”)Agreement, then during the pendency thereof, the obligation aggregate number of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shares that shall be modified considered Covered Shares hereunder shall be reduced (with such that: (i) the Stockholders shall vote (or cause reduction applying to be voted), each Stockholder on a pro rata basis in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of accordance with each Stockholder’s relative Covered Company Shares (and rounded up to the nearest whole shareCovered Share) without any action by the Company or the Stockholders such that the number of Covered Shares held, collectively, by all Stockholders shall represent thirty-three and one-third in the aggregate (after such reduction) thirty percent (33 1⁄330%) of the total voting power number of the outstanding shares of Company Common Stock as of immediately prior to the time the applicable Determination Date (with respect Company Notice of Recommendation Change is delivered by the Company to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretionParent. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii), each Stockholder Sponsor hereby irrevocably and unconditionally agrees thatthat from the date hereof until the earlier of (a) the Closing, during and (b) the term valid termination of the Purchase Agreement in accordance with Article X thereof or the termination of this Agreement, at the Company Stockholders Meeting (i) to vote (or cause to be voted) or execute and deliver a written consent (or cause a written consent to be executed and delivered) at any other meeting of the stockholders shareholders of the CompanySPAC, however called, including or at any adjournment or postponement thereof, and in connection with any written consent of the stockholders of the Company (the date of the taking of any such action being an applicable “Determination Date”), such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders shareholders of the Company SPAC is sought: sought (i) and appear at each any such meeting meeting, in person or by proxy, or otherwise cause all of such Stockholderholder’s Covered Company Shares Subject SPAC Equity Securities to be counted as present thereat for purposes of calculating establishing a quorum; and (ii) vote (or cause to be voted), in person or by proxy, or if applicable deliver (or cause to be delivered) a written consent covering, all of such StockholderSponsor’s Covered Company Shares: SPAC Common Stock and SPAC Warrants (1together with any other Equity Securities of SPAC that Sponsor holds of record or beneficially as of the date of this Agreement or acquires record or beneficial ownership of after the date hereof, collectively, the “Subject SPAC Equity Securities”), regardless of whether or not the Transactions contemplated by the Purchase Agreement or of the following actions is recommended by the SPAC Board, (A) in favor of the SPAC Stockholder Matters (including, for the avoidance of doubt, any proposal to adjourn or postpone the applicable stockholder meeting to a later date if there are not sufficient votes for the approval and adoption of the Merger, SPAC Stockholder Matters or the Merger closing condition in Section 9.01(c) of the Purchase Agreement has not been satisfied) and any other action in furtherance of matters necessary or reasonably requested by SPAC or the Company for the consummation of the Merger Transactions contemplated by the Purchase Agreement, (B) against any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by SPAC (other than the Purchase Agreement and the related transactions; Transactions) or any Alternate Business Combination Proposal or any proposal relating to an Alternate Business Combination Proposal, (C) against any proposal in opposition to the approval of the Purchase Agreement or in competition with or inconsistent with the Purchase Agreement or the Transactions, (D) against any change in the business of SPAC or the SPAC Board (other than in connection with the SPAC Stockholder Matters), and (E) against any proposal, action or agreement that would (1) impede, frustrate, prevent or nullify any provision of this Agreement, the Purchase Agreement or the Transactions, (2) result in favor a breach in any respect of any proposal to adjourn a meeting covenant, representation, warranty or any other obligation or agreement of any SPAC Party under the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the MergerPurchase Agreement, the Merger Agreement and the transactions contemplated thereby; (3) against result in any Takeover Proposal; and of the conditions set forth in Article IX of the Purchase Agreement not being fulfilled or (4) against change in any other actionmanner the dividend policy or capitalization of, agreement including the voting rights of any class of capital stock of, SPAC, (ii) not to redeem, elect to redeem or transaction that is intended to, tender or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate submit any of its Subject SPAC Equity Securities for redemption in connection with the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Purchase Agreement or the performance by Transactions, (iii) not to commit or agree to take any action inconsistent with the Company foregoing, (iv) to comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of December 17, 2020, by and among SPAC, its officers, its directors and Sponsor (the “Voting Letter Agreement”), including the obligations under of Sponsor pursuant to Section 1 therein not to redeem any shares of SPAC Common Stock owned by Sponsor in connection with the Merger Agreement Transactions, (v) not to modify or by amend any Stockholder Contract between or among Sponsor and any Affiliate of Sponsor (other than SPAC or any of its obligations under this Subsidiaries), on the one hand, and SPAC or any of SPAC’s Subsidiaries, on the other hand, related to the Transactions, including, for the avoidance of doubt, the Voting Letter Agreement. , (bvi) Any vote required to be cast comply with the transfer restrictions set forth in the Voting Letter Agreement irrespective of any release or consent required to be executed pursuant to this Section 2.1 shall be cast or executed waiver thereof, as if such transfer restrictions remain in effect until the valid termination of the Purchase Agreement in accordance with Article X thereof or the applicable procedures relating thereto so as to ensure that it is duly counted for purposes termination of determining that a quorum is present this Agreement (if applicable) and for purposes regardless of recording the results any earlier termination of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof). (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner such transfer restrictions set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretion. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger DateVoting Letter Agreement), and such notice shall include reasonably detailed information (vii) if SPAC seeks to support the determination of such aggregate number of Locked Up Sharesconsummate an Alternate Business Combination Proposal by engaging in a tender offer, not to sell or tender any Subject SPAC Equity Securities in connection therewith.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii), each Each Stockholder hereby irrevocably and unconditionally agrees that, during from and after the term of this Agreementdate hereof, at the Company Stockholders xxx Xxxxxxxxx Stockholders’ Meeting and at any other meeting of the stockholders of the Companyxxx Xxxxxxxxx Stockholders, however called, in each case, including any adjournment or postponement thereof, and in connection with any written consent of the stockholders of the Company (the date of the taking of any such action being an applicable “Determination Date”)xxx Xxxxxxxxx Stockholders, such Stockholder shall, in each case to the fullest extent that the Covered Company Mavericks Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company xxx Xxxxxxxxx Stockholders is sought: (i) appear at each such meeting or otherwise cause such Stockholder’s Covered Company Mavericks Shares to be counted as present thereat for purposes of calculating a quorum; and (ii) vote (or cause to be voted), in person or by proxy, or if applicable deliver (or cause to be delivered) a written consent covering, all of such Stockholder’s Covered Company Mavericks Shares: (1) in favor of (A) the approval and adoption of the Merger, the Merger Agreement and any other action in furtherance (B) the approval of the consummation of the Merger and the related transactions;Stock Issuance (2) in favor of any proposal to adjourn a meeting of the stockholders of the Company xxx Xxxxxxxxx Stockholders to solicit additional proxies in favor of the approval and adoption of the Merger, the Merger Agreement and or in favor of the transactions contemplated thereby;approval of the Stock Issuance; and (3) against any Takeover Mavericks Acquisition Proposal; and (4) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that whether a quorum is present (if applicable) and for purposes of recording the results of that the vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof). (c) Notwithstanding anything in this Section 2.1(a)2.1 to the contrary, in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders no Stockholder shall be required to vote or consent (or cause to be voted)voted or consented) any of its Covered Mavericks Shares to amend the Merger Agreement (including any Exhibit thereto) or take any action that could result in the amendment or modification, or a waiver of a provision therein, in person any such case, in a manner that alters or by proxy, changes (in a manner adverse to Mavericks) the amount or kind of the consideration to be paid and (if applicableii) deliver each Stockholder shall remain free to vote (or cause to be deliveredexecute consents or proxies with respect to) a written consent covering, a number of the Covered Company Mavericks Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in matter not covered by this Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted 2.1 in any manner such Stockholder chooses deems appropriate, including in its sole discretionconnection with the election of directors. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii), each The Stockholder hereby irrevocably and unconditionally agrees that, during provided that Clinical Data is in compliance with Section 2.1 of this Agreement, from and after the term date hereof until the termination of this Agreement, at the Company Stockholders Meeting and at any other duly called meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action by written consent of the stockholders of the Company (Company, the date of the taking of any such action being an applicable “Determination Date”), such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent theretoif a meeting is held, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (i) appear at each such the meeting and any adjournment or postponement thereof, in person or by proxy, or otherwise cause such Stockholder’s Covered Company the Subject Preferred Shares over which the Stockholder has sole voting power (and use its best efforts to cause the Subject Preferred Shares over which the Stockholder has joint voting power) to be counted as present thereat for purposes of calculating establishing a quorum; and , and such Stockholder shall vote or consent the Subject Preferred Shares over which the Stockholder has sole voting power (ii) vote (or and cause to be votedvoted or consented the Subject Preferred Shares over which the Stockholder has joint voting power), in person or by proxy, or if applicable deliver (or cause to be delivered) a written consent covering, all of such Stockholder’s Covered Company Shares: (1a) in favor of approving the approval and adoption of the MergerMerger Agreement, the Merger Agreement and any other action in furtherance each of the consummation of other transactions and other matters specifically contemplated by the Merger and the related transactions; Agreement, (2b) in favor of any proposal to adjourn a any such meeting if necessary to permit further solicitation of proxies in the event there are not sufficient votes at the time of such meeting to approve the Merger Agreement, (c) against any action or agreement submitted for approval of the stockholders of the Company to solicit additional proxies that would result in favor a breach of any covenant, representation or warranty or any other obligation or agreement of the approval and adoption of the Merger, Company under the Merger Agreement or of the Stockholder under this Agreement and the transactions contemplated thereby; (3d) except as otherwise agreed in writing by Clinical Data, against any Takeover Proposal; and (4) against any other action, agreement agreement, transaction or transaction proposal submitted for approval of the stockholders of the Company that would reasonably be expected to result in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled or that is intended tointended, or would reasonably be expected toexpected, to prevent, impede, interfere with, delay, postpone, discourage, frustrate the purposes of delay or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance Agreement. Any vote by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed that is not in accordance with this Section 1.1 shall be considered null and void. The Stockholder shall not enter into any agreement or understanding with any person or entity prior to the applicable procedures relating thereto so as termination of this Agreement to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders give instructions in this Section 2.1 shall, subject to Section 2.1(c)(iia manner inconsistent with clauses (a), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereofb). , (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretion. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Sharesthis Section 1.1.

Agreement to Vote. (a) Subject From and after the date hereof and until this Agreement terminates pursuant to Section 2.1(c)(ii), each Stockholder hereby irrevocably and unconditionally agrees that, during the term of this Agreement4.1, at the Company Stockholders Meeting and at any other every meeting of the stockholders of the Company, however called, including any and at every adjournment or postponement thereof, and or in connection with any written consent of the stockholders of the Company (the date of the taking of Company, relating to any such proposed action being an applicable “Determination Date”), such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of by the stockholders of the Company is soughtwith respect to the matters set forth in Section 1.2(b) below, the Stockholder irrevocably agrees to, with respect to any Shares not purchased in the Offer: (ia) appear at each such meeting or otherwise cause such Stockholder’s Covered Company the Shares owned beneficially or of record by the Stockholder to be counted as present thereat for purposes of calculating a quorum; and (iib) vote (or cause to be voted), in person or by proxy, all the Shares owned beneficially or if applicable deliver of record by the Stockholder, and any other voting securities of the Company (whenever acquired), that are owned beneficially or cause of record by the Stockholder or as to be delivered) a written consent coveringwhich it has, all of such Stockholder’s Covered Company Shares: directly or indirectly, the right to vote or direct the voting, (1i) in favor of the approval and adoption of the Merger, the Merger Agreement and any other action in furtherance each of the consummation of the Merger and the related transactions; other transactions contemplated thereby, (2ii) in favor of against any proposal to adjourn a meeting action or agreement submitted for approval of the stockholders of the Company that Parent has provided the Stockholder with advance notice is or would reasonably be expected to solicit additional proxies result in favor any of the approval and adoption of conditions to the Merger, Company’s obligations under the Merger Agreement and not being fulfilled or would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the transactions contemplated thereby; Company contained in the Merger Agreement or of the Stockholder contained in this Agreement, (3iii) against any Takeover Proposalaction, agreement or transaction submitted for approval to the stockholders of the Company that would reasonably be expected to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect the timely consummation of the Offer or the Merger; and and (4iv) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate submitted for approval to the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors stockholders of the Company (or any committee thereof)that would constitute a Takeover Proposal. (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretion. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject to the earlier termination of this Agreement in accordance with Section 2.1(c)(ii4, the Unitholder, solely in his, her or its capacity as a unitholder or proxy holder of the Company, irrevocably and unconditionally agrees, and agrees to cause any other holder of record of any of the Unitholder’s Covered Units, to validly execute and deliver to the Company in respect of all of the Unitholder’s Covered Units, on (or effective as of) the third (3rd) Business Day following the date that the Consent Solicitation Statement is disseminated to the Company’s unitholders, a written consent in respect of all of the Unitholder’s Covered Units approving the Acquisition Merger, the Merger Agreement, the other transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for consummation of the Acquisition Merger and the other transactions contemplated by the Merger Agreement. In addition, prior to the Termination Date (as defined herein), each Stockholder hereby the Unitholder, in his, her or its capacity as a unitholder or proxy holder of the Company, irrevocably and unconditionally agrees that, during the term of this Agreement, at the Company Stockholders Meeting and at any other meeting of the stockholders unitholders of the CompanyCompany (whether annual or special and whether or not an adjourned or postponed meeting, however called, called and including any adjournment or postponement thereof, ) and in connection with any written consent of the stockholders unitholders of the Company (the date Company, such Unitholder shall, and shall cause any other holder of the taking record of any of such action being an applicable “Determination Date”), such Stockholder shall, in each case to the fullest extent that the Unitholder’s Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is soughtUnits to: (ia) when such meeting is held, appear at each such meeting or otherwise cause such Stockholderthe Unitholder’s Covered Company Shares Units to be counted as present thereat for purposes the purpose of calculating establishing a quorum; and; (iib) vote (or cause to be votedexecute and return an action by written consent), in person or by proxy, or if applicable deliver (or cause to be delivered) a written voted at such meeting (or validly execute and return and cause such consent coveringto be granted with respect to), all of such StockholderUnitholder’s Covered Company Shares: Units owned as of the record date for such meeting (1or the date that any written consent is executed by such Unitholder) in favor of the approval and Acquisition Merger, the adoption of the MergerMerger Agreement, the adoption of the A&R Articles of Organization, the adoption of the A&R Operating Agreement, and any other matters necessary or reasonably requested by the Company for consummation of the Acquisition Merger and the other transactions contemplated by the Merger Agreement; (c) in any other circumstances upon which a consent or other approval is required under the Company Organizational Documents or otherwise sought with respect to the Merger Agreement and any other action in furtherance of the consummation of the Merger and the related transactions; (2) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby; (3) against any Takeover Proposal; and (4) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations furtherance of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof). (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner Unitholder’s obligations set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote this Agreement, vote, consent or approve (or cause to be voted, consented or approved) all of such Unitholder’s Covered Units held at such time in favor thereof; (d) vote (or execute and return an action by written consent), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written voted at such meeting (or validly execute and return and cause such consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (be granted with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Sharesto), voting together as a single class, entitled to vote in respect all of such matter, as provided in Section 2.1(a)(ii); and Unitholder’s Covered Units against (i) any Acquisition Proposal and (ii) any other action that would reasonably be expected to (w) impede, interfere with, delay, frustrate, prevent, postpone or adversely affect the Stockholders shall cause a number Acquisition Merger or any of Covered Company Shares equal to the aggregate number of Covered Company Shares minus other transactions contemplated by the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination DateMerger Agreement, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretion. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) result in a breach of any covenant, representation or warranty or other obligation or agreement of the number of Covered Company Shares of such Stockholder that are included within under the Locked-Up Shares as of such date and Merger Agreement, (y) the number result in a breach of Covered Company Shares any covenant, representation or warranty or other obligation or agreement of such Stockholder that are included within the Released Shares as of such date Unitholder contained in this Agreement or (it being understood that (xz) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected result in such notice must represent thirty-three and one-third percent (33 1⁄3%) any of the total voting power conditions set forth in Article IX of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up SharesMerger Agreement not being fulfilled.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii)Each Stockholder, each Stockholder hereby irrevocably severally and unconditionally not jointly, agrees that, during from and after the term date hereof and until the earlier to occur of this Agreement(x) the receipt of the Required Company Stockholder Vote and (y) the Termination Time (as defined in Section 4.1 below) (the “Voting Covenant Expiration Date”), at the Company Stockholders Stockholder Meeting and at or any other meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the stockholders of the Company (Company, in each case relating to any proposed action by the date stockholders of the taking of any such action being an applicable Company with respect to the matters set forth in Section 1.1(b) below (each, a “Determination DateVoting Event”), such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (ia) appear at each such meeting Voting Event or otherwise cause the Existing Shares that are capable of being voted and any voting securities of the Company acquired by such Stockholder’s Covered Company Shares Stockholder after the date hereof and prior to the record date of such Voting Event owned beneficially or of record by such Stockholder (together with the Existing Shares, the “Voting Shares”) to be counted as present thereat for purposes of calculating a quorum; and (iib) vote (or cause to be voted), in person or by proxy, or if applicable deliver the Voting Shares (or cause to be delivered) a written consent covering, all of such Stockholder’s Covered Company Shares: (1i) in favor of the approval and adoption of the Merger, the Merger Agreement and any other action in furtherance of the consummation of transactions contemplated by the Merger and the related transactions; Agreement; (2ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the MergerMerger Agreement; (iii) against any Company Acquisition Proposal or any other proposal in opposition to, or in competition with, the Merger Agreement and the transactions contemplated thereby; by the Merger Agreement; and (3) against any Takeover Proposal; and (4iv) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate postpone or discourage the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any such Stockholder of its obligations under this Agreement or the satisfaction or fulfillment of Parent’s, the Company’s or the Acquisition Subs’ conditions to consummate the transactions contemplated by the Merger Agreement. (b) Any vote required to be cast . In case of a stock dividend or consent required to be executed pursuant to this Section 2.1 distribution of voting securities of the Company, or any change in the Company Common Stock by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, the term “Voting Shares” shall be cast or executed in accordance with deemed to refer to and include the applicable procedures relating thereto so Voting Shares as to ensure that it is duly counted for purposes well as all such stock dividends and distributions of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors voting securities of the Company (and any voting securities into which or for which any committee thereof). (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation or all of the Stockholders to vote Covered Company Voting Shares in the manner set forth in Section 2.1(a)(ii) shall may be modified such that: (i) the Stockholders shall vote (changed or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretionexchanged. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii), each Stockholder The Principal Stockholders hereby irrevocably and unconditionally agrees that, agree during the term of this AgreementAgreement that each shall, and shall cause the holder of record on any applicable record date to, at the Company Stockholders Meeting and request of Parent, at any other meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the stockholders holders of the Company Common Stock, (the date of the taking of any such action being an applicable “Determination Date”)a) if a meeting is held, such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (i) appear at each such meeting or otherwise cause such Stockholder’s Covered Company the Shares to be counted as present thereat for purposes of calculating establishing a quorum; and , and (iib) vote or consent (or cause to be votedvoted or consented), in person or by proxy, all Shares, and any other voting securities of the Company (whether acquired heretofore or if applicable deliver hereafter) that are beneficially owned or held of record by the Principal Stockholders or as to which the Principal Stockholders have, directly or indirectly, the right to vote or direct the voting (or cause to be delivered) a written consent coveringcollectively, all of such Stockholder’s Covered Company the "Subject Shares: (1) "), in favor of the approval and adoption of the MergerMerger Agreement, the Merger Agreement and any other action in furtherance of the consummation of the Merger and the related transactions; (2) transactions contemplated thereby. Each of the Principal Stockholders further agrees to use his, her or its best reasonable good faith efforts to cause the shareholders of the Company to approve the Merger and the transactions and matters contemplated in favor connection therewith and to not, directly or indirectly, solicit or encourage any offer from any party concerning the possible disposition of all or any proposal to adjourn substantial portion of its business, assets or capital stock. In the event the Company's board of directors does not call a meeting of its shareholders to approve the Merger and the transactions and matters contemplated in connection therewith, each Principal Stockholder agrees to take all action permitted under the Restated Articles of Incorporation, as amended and supplemented, and By-laws of the Company and under Maryland law necessary to call a meeting of its stockholders to approve the Merger and the transactions and matters contemplated in connection therewith. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the stockholders of the Company to solicit additional proxies vote or consent or in favor connection with which other such approval is sought, each Principal Stockholder shall vote the Subject Shares against (i) any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the approval and adoption of the Merger, Company under the Merger Agreement and (ii) any action or agreement (other than the Merger Agreement or the transactions contemplated thereby; (3) against any Takeover Proposal; and (4) against any other action, agreement or transaction that is intended to, to or would could reasonably be expected to, to impede, interfere with, delay, postponepostpone or attempt to discourage the Merger, discourageincluding, frustrate the purposes of or adversely affect the Merger or the but not limited to: (A) any extraordinary corporate transaction (other transactions contemplated by than the Merger Agreement and the Merger), such as a merger, consolidation or this Agreement or the performance by other business combination involving the Company and its subsidiaries, any sale or transfer of its obligations under the Merger Agreement or by any Stockholder a material amount of its obligations under this Agreement. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors assets of the Company (or its subsidiaries or of capital stock of the Company, any reorganization, recapitalization or liquidation of the Company or its subsidiaries or any committee thereof). (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior other Competitive Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretion. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.further described in

Agreement to Vote. (a) Subject to Section 2.1(c)(ii), each Each Stockholder hereby irrevocably and unconditionally agrees that, during that until the term of this AgreementExpiration Date, at the Company Stockholders Meeting and at any other annual or special meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company (the date of the taking of any such action being an applicable “Determination Date”)Company, such each Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (ia) appear at each such meeting or otherwise cause such Stockholder’s the Covered Company Shares to be counted as present thereat for purposes of calculating determining a quorum; and (iib) vote (or cause to be voted), in person or by proxy, or if applicable deliver (or cause to be delivered) a written consent coveringwith respect to, all of such Stockholder’s Covered Company Shares: Shares (1A) in favor of the approval and adoption of the Merger, the Merger Agreement and any other action reasonably requested by Parent in furtherance of the consummation of the Merger and the related transactions; (2) in favor of foregoing, including any proposal to adjourn a or postpone any meeting of the stockholders of the Company to solicit additional proxies in favor of at which the approval and adoption of the MergerMerger Agreement is submitted for the consideration and vote of the stockholders of the Company to a later date if there are not sufficient votes for approval of such matters on the date on which the meeting is held; (B) against any action or agreement that would reasonably be expected to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of any Stockholder contained in this Agreement or (2) result in any of the conditions set forth in Article VII of the Merger Agreement not being satisfied on or before the End Date; (C) against any change in the Board of Directors of the Company and the transactions contemplated thereby; (3D) against any Takeover Proposal; and (4) Proposal and against any other action, agreement or transaction involving the Company or any of the Company Subsidiaries that is intended tointended, or would reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement. , including (b1) Any vote required to be cast any extraordinary corporate transaction, such as a merger, consolidation or consent required to be executed pursuant to this Section 2.1 shall be cast other business combination involving the Company or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes Company Subsidiaries (other than the Merger); (2) a sale, lease or transfer of determining that a quorum is present (if applicable) and for purposes material amount of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors assets of the Company (or any committee thereof). of the Company Subsidiaries or any reorganization, recapitalization or liquidation of the Company or any of the Company Subsidiaries or (c3) Notwithstanding Section 2.1(a), any change in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation present capitalization of the Stockholders Company or any amendment or other change to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (its certificate of incorporation or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirtyby-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretionlaws. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii)Each Stockholder, each Stockholder hereby irrevocably severally and unconditionally not jointly, agrees that, during from and after the term date hereof and until the earlier to occur of this Agreement(x) the receipt of the Required Parent Stockholder Vote and (y) the Termination Time (as defined in Section 4.1 below) (the “Voting Covenant Expiration Date”), at the Company Stockholders Parent Stockholder Meeting and at or any other meeting of the stockholders of the CompanyParent, however called, including any adjournment or postponement thereof, and in connection with any written consent of the stockholders of Parent, in each case relating to any proposed action by the Company stockholders of Parent with respect to the matters set forth in Section 1.1(b) below (the date of the taking of any such action being an applicable each, a “Determination DateVoting Event”), such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (ia) appear at each such meeting Voting Event or otherwise cause the Existing Shares that are capable of being voted and any voting securities of Parent acquired by such Stockholder’s Covered Company Shares Stockholder after the date hereof and prior to the record date of such Voting Event owned beneficially or of record by such Stockholder (together with the Existing Shares, the “Voting Shares”) to be counted as present thereat for purposes of calculating a quorum; and (iib) vote (or cause to be voted), in person or by proxy, or if applicable deliver the Voting Shares (or cause to be delivered) a written consent covering, all of such Stockholder’s Covered Company Shares: (1i) in favor of the approval and adoption of the Merger, the Merger Agreement and any other action in furtherance of the consummation of the Merger and the related transactions; Parent Share Issuance; (2ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company Parent to solicit additional proxies in favor of the approval and adoption of Parent Share Issuance; (iii) against any Parent Acquisition Proposal or any other proposal in opposition to, or in competition with, the Merger, the Merger Agreement Parent Share Issuance and the transactions contemplated thereby; by the Merger Agreement; and (3) against any Takeover Proposal; and (4iv) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate postpone or discourage the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company Parent of its obligations under the Merger Agreement or by any such Stockholder of its obligations under this Agreement or the satisfaction or fulfillment of Parent’s, the Company’s or the Acquisition Subs’ conditions to consummate the transactions contemplated by the Merger Agreement. (b) Any vote required to be cast . In case of a stock dividend or consent required to be executed pursuant to this Section 2.1 distribution of voting securities of Parent, or any change in the Parent Common Stock by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, the term “Voting Shares” shall be cast or executed in accordance with deemed to refer to and include the applicable procedures relating thereto so Voting Shares as to ensure that it is duly counted for purposes well as all such stock dividends and distributions of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors voting securities of the Company (and any voting securities into which or for which any committee thereof). (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation or all of the Stockholders to vote Covered Company Voting Shares in the manner set forth in Section 2.1(a)(ii) shall may be modified such that: (i) the Stockholders shall vote (changed or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretionexchanged. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject to the earlier termination of this Agreement in accordance with Section 2.1(c)(ii3, the Shareholder, in its capacity as a shareholder or proxy holder of the Company, irrevocably and unconditionally agrees that it shall, and shall cause any other holder of record of any of the Shareholder’s Covered Shares to, validly execute and deliver to the Company, on (or effective as of) the fifth (5th) day following the date that the notice of the Company Shareholder Meeting (the “Company Shareholder Meeting Notice”) is delivered by the Company, the voting proxy in substantially the form attached hereto as Exhibit A (the “Voting Proxy”) in respect of all of the Shareholder’s Covered Shares. In addition, prior to the Termination Date (as defined herein), each Stockholder hereby the Shareholder, in its capacity as a shareholder or proxy holder of the Company, irrevocably and unconditionally agrees that, during the term of this Agreement, at the Company Stockholders Meeting and at any other meeting of the stockholders shareholders of the CompanyCompany (whether annual or special and whether or not an adjourned or postponed meeting, however called, called and including any adjournment or postponement thereof, ) and in connection with any written consent of the stockholders shareholders of the Company (Company, the date Shareholder shall, and shall cause any other holder of record of any of the taking of any such action being an applicable “Determination Date”), such Stockholder shall, in each case to the fullest extent that the Shareholder’s Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is soughtto: (ia) if and when such meeting is held, appear at each such meeting or otherwise cause such Stockholderthe Shareholder’s Covered Company Shares to be counted as present thereat for purposes the purpose of calculating establishing a quorum; and; (iib) vote execute and return an action by written consent (or cause to be voted)vote, in person or by proxy), or if applicable deliver validly execute and return and cause such consent to be granted with respect to (or cause to be delivered) a written consent coveringvoted at such meeting), all of such Stockholderthe Shareholder’s Covered Company Shares: Shares owned as of the date that any written consent is executed by the Shareholder (1or the record date for such meeting) in favor of (i) the approval Merger and the adoption of the MergerBusiness Combination Agreement, (ii) the Merger Agreement Company Shareholder Proposals (as defined in the Voting Proxy), (iii) the Company Preferred Shareholder Proposals (as defined in the Voting Proxy), if applicable, and (iv) any other action in furtherance of matters necessary or reasonably requested by the Company for consummation of the Merger and the related transactions; (2) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Merger, the Merger Agreement and the other transactions contemplated thereby; (3) against any Takeover Proposalby the Business Combination Agreement; and (4c) execute and return an action by written consent (or vote, in person or by proxy), or validly execute and return and cause such consent to be granted with respect to (or cause to be voted at such meeting), all of the Shareholder’s Covered Shares against any Company Acquisition Proposal and any other action, agreement or transaction action that is intended to, or would reasonably be expected to, to materially impede, interfere with, delay, postpone, discourage, frustrate the purposes of postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Business Combination Agreement or this Agreement result in a breach of any covenant, representation or the performance by warranty or other obligation or agreement of the Company of its obligations under the Merger Business Combination Agreement that would result in the failure of any condition set forth in Section 6.1, Section 6.2 or by Section 6.3 of the Business Combination Agreement to be satisfied or result in a breach of any Stockholder covenant, representation or warranty or other obligation or agreement of its obligations under the Shareholder contained in this Agreement. (bd) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders Shareholder specified in this Section 2.1 shall, subject to Section 2.1(c)(ii), 1 shall apply whether or not the Merger or any action described above is recommended by the Board of Directors of the Company (or any committee thereof)Board. (ce) Notwithstanding The Shareholder hereby irrevocably, to the fullest extent permitted by law, appoints the Company, or any designee of the Company, for so long as the provisions of this Section 2.1(a)1 remain in effect, as the Shareholder’s attorney-in-fact and proxy with full power of substitution, to vote and otherwise act (by written consent or otherwise) with respect to the Owned Shares, solely on the matters and in the manner specified in this Section 1. This proxy shall be valid for the duration of this Agreement. (f) THE PROXIES AND POWERS OF ATTORNEY GRANTED PURSUANT TO SECTION 1(e) ARE IRREVOCABLE AND COUPLED WITH AN INTEREST. The proxies and powers of attorney shall not be terminated by any act of the Shareholder or by operation of law, by lack of appropriate power or authority, or by the occurrence of any other event or events and shall be binding upon all successors, assigns, heirs, beneficiaries and legal representatives of a Company Adverse Recommendation Change made the Shareholder. The Shareholder hereby revokes all other proxies and powers of attorney on the matters specified in compliance this Section 1 with respect to the Merger Agreement in connection Owned Shares that the Shareholder may have previously appointed or granted, and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by the Shareholder with a Superior Proposal (a “Trigger Event”)respect thereto. All authority herein conferred or agreed to be conferred shall survive the death, bankruptcy or incapacity of the Shareholder and any obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) Shareholder under this Agreement shall be modified such that: (i) binding upon the Stockholders shall vote (or cause to be voted)heirs, in person or by proxypersonal representatives, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) successors of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretionShareholder. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject Unless the Dynegy Board of Directors shall have withdrawn its recommendation in favor of the Mergers, Shareholder hereby agrees to Section 2.1(c)(ii), each Stockholder hereby irrevocably and unconditionally agrees that, during attend the term of this Agreement, at the Company Stockholders Meeting and at any other meeting of Dynegy shareholders at which the stockholders matters contemplated by the Merger Agreement or this Agreement are to be presented to a vote of the Companyshareholders of Dynegy, however called, including any adjournment in person or postponement thereofby proxy, and in connection with any written consent of the stockholders of the Company (the date of the taking of any such action being an applicable “Determination Date”), such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (i) appear at each such meeting or otherwise cause such Stockholder’s Covered Company Shares to be counted as present thereat for purposes of calculating a quorum; and (ii) vote (or cause to be voted) all Shares and any other voting securities of Dynegy that Shareholder, directly or indirectly, owns or has the right to vote or direct the voting of (including any such securities acquired hereafter but excluding any Shares or other securities Shareholder has the right to acquire but has not acquired) (collectively, the "COVERED SHARES") for approval and adoption of the following: (i) the Merger Agreement and (ii) any related action reasonably required in furtherance thereof. Unless the Dynegy Board of Directors shall have withdrawn its recommendation in favor of the Mergers, Shareholder hereby further agrees that until the Termination Date (as defined in Section 1(b)), he shall, from time to time, in person or by proxyconnection with any consent solicitation relating to the Merger Agreement, or if applicable timely execute and deliver (or cause to be timely executed and delivered) a written consent covering, all of such Stockholder’s with respect to any Covered Company Shares: (1) Shares in favor of the approval and adoption of the Merger, the Merger Agreement and any other action required in furtherance of the consummation of the Merger and the related transactions; (2) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby; (3) against any Takeover Proposal; and (4) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreementthereof. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) From and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof). (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from after the date hereof until the Trigger Termination Date, unless the number Dynegy Board of Locked Up Shares Directors shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in have withdrawn its sole discretion. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) recommendation of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date)Mergers, and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.Shareholder hereby agrees

Agreement to Vote. (a) Subject to Section 2.1(c)(ii), each Stockholder The Shareholder hereby irrevocably and unconditionally agrees that, during the term of this AgreementVoting Period, at such Shareholder shall vote or execute consents, as applicable, with respect to the Company Stockholders Meeting Owned Shares and at any other meeting New Shares beneficially owned by it as of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the stockholders of the Company (the applicable record date of the taking of any such action being an applicable “Determination Date”), such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (i) appear at each such meeting or otherwise cause such Stockholder’s Covered Company Shares to be counted as present thereat for purposes of calculating a quorum; and (ii) vote (or cause to be voted), in person voted or by proxy, or if applicable deliver (or cause a consent to be delivered) a written consent covering, all executed with respect to the Owned Shares and any New Shares beneficially owned by it as of such Stockholder’s Covered Company Shares: (1the applicable record date) in favor of the approval and adoption of the Merger, the Merger Agreement and any other action in furtherance of the consummation of the Merger and the related transactions; (2) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby;by the Merger Agreement, at any meeting (or any adjournment or postponement thereof) of, or in connection with any proposed action by written consent of, the holders of any class or classes of capital stock of the Company at or in connection with which any of such holders vote or execute consents with respect to any of the foregoing matters. (3b) The Shareholder hereby agrees that, during the Voting Period, such Shareholder shall vote or execute consents, as applicable, with respect to the Owned Shares and any New Shares beneficially owned by it as of the applicable record date (or cause to be voted or a consent to be executed with respect to the Owned Shares and any New Shares beneficially owned by it as of the applicable record date) against each of the matters set forth in clauses (i), (ii) or (iii) below at any Takeover Proposal; andmeeting (or any adjournment or postponement thereof) of, or in connection with any proposed action by written consent of, the holders of any class or classes of capital stock of the Company at or in connection with which any of such holders vote or execute consents with respect to any of the following matters: (4i) against any other action, proposal, transaction or agreement involving the Company or transaction any of its subsidiaries that is intended to, or would reasonably be expected to, in any material respect, prevent, impede, frustrate, interfere with, delay, postpone, discourage, frustrate the purposes of postpone or adversely affect the Merger or Merger, the other transactions contemplated by the Merger Agreement Agreement; (ii) any Acquisition Proposal, other than an Acquisition Proposal made by Parent; or (iii) any amendment to the Company’s Articles of Incorporation or this Agreement Bylaws, except as required or the performance by the Company of its obligations expressly permitted under the Merger Agreement or by any Stockholder of its obligations under this Agreement. (bc) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof). (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretion. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. During the period beginning on the date of this Agreement and ending on the valid termination of this Agreement in accordance with Section 3 of this Agreement (a) Subject to Section 2.1(c)(iithe “Applicable Period”), each Stockholder hereby in such Person’s capacity as a stockholder of the Company, irrevocably and unconditionally agrees, and agrees to cause any other holder of record of any of the Stockholder’s Covered Shares, to validly execute and deliver to the Company in respect of all of the Stockholder’s Covered Shares, their Written Consent as promptly as practicable to the extent permitted by applicable Law following their receipt of the Information Statement to be delivered in accordance with Section 8.2(g) of the Merger Agreement (which, for clarity, such Information Statement shall be delivered by the Company to such Stockholder following the date that the Proxy Statement/Registration Statement becomes effective). In addition, each Stockholder, in his, her or its capacity as a stockholder of the Company, irrevocably and unconditionally agrees that, during the term of this Agreement, at the Company Stockholders Meeting and at any other meeting of the stockholders of the CompanyCompany (whether annual or special and whether or not an adjourned or postponed meeting, however called, called and including any adjournment or postponement thereof, ) and in connection with any written consent of the stockholders of the Company (the date of the taking of any such action being an applicable “Determination Date”)Company, such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in and shall cause any other circumstance in which the vote, consent or other approval holder of the stockholders record of the Company is soughtany of such Stockholder’s Covered Shares to: (ia) when such meeting is held, appear at each such meeting or otherwise cause such Stockholder’s Covered Company Shares to be counted as present thereat for purposes the purpose of calculating establishing a quorum; and; (iib) vote (or cause to be votedexecute and return an action by written consent), in person or by proxy, or if applicable deliver (or cause to be delivered) a written voted at such meeting (or validly execute and return and cause such consent coveringto be granted with respect to), all of such Stockholder’s Covered Company Shares: Shares owned as of the record date for such meeting (1or the date that any written consent is executed by such Stockholder) in favor of (i) the approval Merger and the adoption of the Merger, the Merger Agreement and any other action in furtherance of matters necessary or reasonably requested by the Company for consummation of the Merger and the related transactions; other transactions contemplated by the Merger Agreement, (2ii) in favor of any proposal to adjourn such meeting at which there is a meeting of the proposal for stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Merger, adopt the Merger Agreement to a later date if there are not sufficient votes to adopt the Merger Agreement or if there are not sufficient shares of Company Common Stock present in person or represented by proxy at such meeting to constitute a quorum and (iii) any other matters set forth in the Written Consent necessary for consummation of the transactions contemplated thereby; (3) against any Takeover Proposalby the Merger Agreement; and (4c) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of such Stockholder’s Covered Shares against (i) any Company Acquisition Proposal and (ii) any other action, agreement or transaction action that is intended to, or would reasonably be expected to, to (A) materially impede, interfere with, delay, postpone, discourage, frustrate the purposes of postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement Agreement, (B) to the knowledge of such Stockholder, result in a breach of any covenant, representation or this Agreement warranty or the performance by other obligation or agreement of the Company of its obligations under the Merger Agreement or by (C) result in a breach of any covenant, representation or warranty or other obligation or agreement of such Stockholder of its obligations under contained in this Agreement. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders each Stockholder specified in this Section 2.1 shall, subject to Section 2.1(c)(ii), 1 shall apply whether or not the Merger or any action described above is recommended by the Company Board of Directors of or the Company (or any committee thereof). (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with Board has previously recommended the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified but changed such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretionrecommendation. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) The Stockholder hereby agrees that, within 2 Business Days of the Registration Statement becoming effective, the Stockholder shall execute and deliver, or cause to be executed and delivered, to Privateer, a written consent in the form of Exhibit A hereto (a “Written Consent”) with respect to the Subject Shares for purposes of (i) (A) adopting and approving the Merger Agreement and the Contemplated Transactions, (B) adopting and approving the Amended and Restated Privateer Charter, (C) acknowledging that the approval given thereby is irrevocable and that such Stockholder is aware of its rights to demand appraisal for its shares pursuant to Section 2.1(c)(ii)262 of the DGCL and that such Stockholder has received and read a copy of Section 262 of the DGCL, each (D) acknowledging that by its approval of the Merger such Stockholder is not entitled to appraisal rights with respect to the Subject Shares in connection with the Merger and thereby waives any rights to receive payment of the fair value of the Subject Shares under the DGCL, and (E) approving the Preferred Stock Conversion (collectively, the “Privateer Stockholder Matters”) and (ii) waiving any notice that may have been or may be required relating to the Merger or any of the other Contemplated Transactions. The Written Consent shall be coupled with an interest and shall be irrevocable. (b) To the extent not already provided by the Written Consent, the Stockholder hereby irrevocably and unconditionally agrees that, during the term of this AgreementVoting Period, at the Company Stockholders Meeting and at any other duly called meeting of the stockholders of the Company, however called, including Privateer (or any adjournment or postponement thereof, and in connection with any written consent of the stockholders of the Company (the date of the taking of any such action being an applicable “Determination Date”), such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance circumstances (including action by written consent of stockholders in lieu of a meeting) upon which the a vote, consent adoption or other approval or consent with respect to the adoption of the stockholders Merger Agreement or the approval of the Company Merger and the other Contemplated Transactions is sought: (i) , the Stockholder shall, if a meeting is held, appear at each such meeting the meeting, in person or otherwise cause such Stockholder’s Covered Company Shares to be counted as present thereat for purposes of calculating a quorum; and (ii) by proxy, and shall provide an executed written consent or vote (or cause to be voted), in person or by proxy, or if applicable deliver all its Subject Shares, in each case (or cause to be delivered) a written consent covering, all of such Stockholder’s Covered Company Shares: (1i) in favor of the approval and adoption of the Merger, the Merger Agreement and any other action in furtherance of the consummation of the Merger and the related transactions; (2A) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval adopt and adoption of the Merger, approve or reapprove the Merger Agreement and the transactions contemplated thereby; Contemplated Transactions, including without limitation the Privateer Stockholder Matters and (3B) waiving any notice that may have been or may be required relating to the Merger or any of the other Contemplated Transactions, and (ii) against (A) any Takeover Acquisition Proposal; and , and (4B) against any other action, proposal, transaction or agreement or transaction that is intended tothat, or to the knowledge of the Stockholder, would reasonably be expected toto result in a material breach of any covenant, impede, interfere with, delay, postpone, discourage, frustrate representation or warranty or any other obligation or agreement of the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement. (bc) Any vote required to be cast or The Stockholder hereby agrees that it will not revoke any consent required to be executed granted pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof)2.1. (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretion. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject to the earlier termination of this Agreement in accordance with Section 2.1(c)(ii3 and Section 1(b), each Stockholder hereby the Stockholder, in its capacity as a stockholder of the Company, irrevocably and unconditionally agrees that it shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to, validly execute and deliver to the Company, on (or effective as of) the tenth (10th) day following the date that the Consent Solicitation Statement included in the Registration Statement is disseminated by the Company to the Company’s stockholders (following the SEC Approval Date), the written consent in the form attached hereto as Exhibit A in respect of all of the Stockholder’s Covered Shares. In addition, subject to Section 1(b), prior to the Termination Date (as defined herein), the Stockholder, in its capacity as a stockholder of the Company, irrevocably and unconditionally agrees that, during the term of this Agreement, at the Company Stockholders Meeting and at any other meeting of the stockholders of the CompanyCompany (whether annual or special and whether or not an adjourned or postponed meeting, however called, called and including any adjournment or postponement thereof, ) and in connection with any written consent of the stockholders of the Company (Company, the date of the taking of any such action being an applicable “Determination Date”), such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in and shall cause any other circumstance in which the vote, consent or other approval holder of record of any of the stockholders of the Company is soughtStockholder’s Covered Shares to: (i) if and when such meeting is held, appear at each such meeting or otherwise cause such the Stockholder’s Covered Company Shares to be counted as present thereat for purposes the purpose of calculating establishing a quorum; and; (ii) vote (or cause to be votedexecute and return an action by written consent), in person or by proxy, or if applicable deliver (or cause to be delivered) a written voted at such meeting (or validly execute and return and cause such consent coveringto be granted with respect to), all of such the Stockholder’s Covered Company Shares: Shares owned as of the record date for such meeting (1or the date that any written consent is executed by the Stockholder) in favor of the approval Merger and the adoption of the Merger, the Merger Agreement and any other action in furtherance of matters necessary or reasonably requested by the Company for consummation of the Merger and the related transactions; other Transactions, [(2) in favor of any proposal to adjourn a meeting including the conversion of the stockholders Stockholder’s Company Preferred Stock immediately prior to the Effective Time pursuant to the terms of the Company Merger Agreement, and pursuant to solicit additional proxies in favor Article B, Section 4, of the approval Second Amended and adoption Restated Certificate of Incorporation of the MergerCompany, filed with the Merger Agreement and Secretary of State of the transactions contemplated thereby; State of Delaware on October 20, 2016 (3) against any Takeover Proposalthe “Company Preferred Stock Conversion”))]1; and (4iii) vote (or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, all of the Stockholder’s Covered Shares against any Acquisition Proposal and any other action, agreement or transaction action that is intended to, or would reasonably be expected to, to materially impede, interfere with, delay, postpone, discourage, frustrate the purposes of postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement Transactions or this Agreement result in a breach of any covenant, representation or the performance by warranty or other obligation or agreement of the Company of its obligations under the Merger Agreement that would result in the failure of any condition set forth in Section 6.1, Section 6.2 or by Section 6.3 of the Merger Agreement to be satisfied or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder of its obligations under contained in this Agreement. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders Stockholder specified in this Section 2.1 shall, subject to Section 2.1(c)(ii), 1 shall apply whether or not the Merger or any action described above is recommended by the Company Board or whether or not the Company Board has (x) changed, withdrawn, withheld, qualified or modified, or publicly proposed to change, withdraw, withhold, qualify or modify, the Company Board Recommendation or (y) approved, recommended or declared advisable, or proposed publicly to approve, recommend or declare advisable, any Acquisition Proposal (any action described in clause (x) or (y), a “Company Change in Recommendation”); provided, however, that in the event the Company Board effects a Company Change in Recommendation: (i) [(A) subject to clause (B)]2, the number of Directors shares of Company Stock that the Stockholder shall be committed to vote (or execute a written consent in respect to) in accordance with the preceding provisions of this Section 1 [(other than solely with respect to the Company Preferred Stock Conversion)]3 shall be modified to be only such number that, when aggregated with the number of shares of Company Stock that other stockholders of the Company are obligated to vote (or any committee thereof). (cexecute a written consent in respect to) Notwithstanding Section 2.1(a)pursuant to voting and support agreements entered into, in whether before, on or after the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement date hereof, in connection with the Transactions, shall not exceed thirty-five percent (35.00%) of the total number of outstanding shares of Company Stock (on an “as converted basis”)[, and (B) solely with respect to the vote (or written consent) with respect to the approval of the Company Preferred Stock Conversion, (I) the number of shares of Company Series A Preferred Stock that the Stockholder shall be committed to vote (or execute a Superior Proposal written consent in respect to) in accordance with the preceding provisions of this Section 1 shall be modified to be only such number that, when aggregated with the number of shares of Company Series A Preferred Stock that other stockholders of the Company are obligated to vote (or execute a written 1 NTD: To be included if the Stockholder holds Company Preferred Stock. 2 NTD: To be included if the Stockholder holds Company Preferred Stock. 3 NTD: To be included if the Stockholder holds Company Preferred Stock. consent in respect to) in connection with the Company Preferred Stock Conversion pursuant to voting and support agreements entered into, whether before, on or after the date hereof, in connection with the Transactions, shall not exceed thirty-five percent (35.00%) of the total number of outstanding shares of Company Series A Preferred Stock, and (II) the number of shares of Company Series B Preferred Stock that the Stockholder shall be committed to vote (or execute a written consent in respect to) in accordance with the preceding provisions of this Section 1 shall be modified to be only such number that, when aggregated with the number of shares of Company Series B Preferred Stock that other stockholders of the Company are obligated to vote (or execute a written consent in respect to) in connection with the Company Preferred Stock Conversion pursuant to voting and support agreements entered into, whether before, on or after the date hereof, in connection with the Transactions, shall not exceed thirty-five percent (35.00%) of the total number of outstanding shares of Company Series B Preferred Stock]4 (the shares in this clause (i), the “Trigger EventLock-Up Covered Shares”), such that the obligation Stockholder shall only be obligated to execute a written consent with respect to, or otherwise vote, its pro rata portion of the Stockholders to vote Lock-Up Covered Company Shares in the manner set forth in this Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three 1 and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares Stockholder shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses (in its sole discretion. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding vote any shares of Company Common Stock as of immediately prior that it is entitled to vote, other than the Trigger Date)Lock-Up Covered Shares, and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Sharesin any manner.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii), each Stockholder hereby irrevocably and unconditionally agrees that, during From the term date hereof until the termination of this AgreementAgreement in accordance with Section 5.1, except to the extent waived in writing by Buyer in its sole and absolute discretion, at the Company Stockholders Meeting and at any other special or annual meeting of the stockholders shareholders of the Company, however called, including or at any adjournment or postponement thereof, and or in connection with any written consent of the stockholders shareholders of the Company (the date of the taking of any such action being an applicable “Determination Date”), such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in circumstances upon which the a vote, consent or other approval of all or some of the stockholders shareholders of the Company is sought: , each Company Shareholder shall vote (or cause to be voted) all of such Company Shareholder’s Subject Shares (to the extent the Subject Shares are not purchased in the Offer) and any other shares of capital stock of the Company owned, beneficially or of record, by such Company Shareholder during the term of this Agreement that are entitled to vote at such meeting or in such written consent (collectively, the “Voting Shares”): (a) in favor of adoption and approval of the Merger Agreement and the transactions contemplated thereby, including but not limited to, the Merger; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any Acquisition Proposal; and (ii) any other action, transaction or proposal involving the Company or any of its Subsidiaries that is intended or would reasonably be expected to result in any other conditions set forth in Article VIII of or Exhibit A to the Merger Agreement not being fulfilled or satisfied on or prior to the date of the Offer Closing or the Expiration Date. (b) In the event that a meeting of the shareholders of the Company is held, each Company Shareholder shall, or shall cause the holder of record of its Voting Shares on any applicable record date to, appear at each such meeting or otherwise cause such Stockholder’s Covered Company its Voting Shares to be counted as present thereat for purposes of calculating establishing a quorum; and (ii) vote (or cause to be voted), in person or by proxy, or if applicable deliver (or cause to be delivered) a written consent covering, all of such Stockholder’s Covered Company Shares: (1) in favor of the approval and adoption of the Merger, the Merger Agreement and any other action in furtherance of the consummation of the Merger and the related transactions; (2) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby; (3) against any Takeover Proposal; and (4) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof). (c) Notwithstanding Section 2.1(a), in the event of a Each Company Adverse Recommendation Change made in compliance Shareholder shall not enter into any agreement or understanding with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders any Person to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted give instructions in any manner such Stockholder chooses in its sole discretioninconsistent with the terms of this Section 1.2. (d) Promptly following the occurrence of a Trigger EventEACH COMPANY SHAREHOLDER HEREBY IRREVOCABLY GRANTS TO AND APPOINTS BUYER AND ANY DESIGNEE OF BUYER AND EACH OF BUYER’S OFFICERS, the Stockholders shall deliver a written notice to Parent indicatingIN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF BUYER, for each such Stockholder AND EACH OF THEM INDIVIDUALLY, SUCH COMPANY SHAREHOLDER’S PROXY AND ATTORNEY-IN-FACT (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger DateWITH FULL POWER OF SUBSTITUTION), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up SharesFOR AND IN THE NAME, PLACE AND STEAD OF SUCH COMPANY SHAREHOLDER, TO REPRESENT, VOTE AND OTHERWISE ACT (BY VOTING AT ANY MEETING OF SHAREHOLDERS OF THE COMPANY, BY WRITTEN CONSENT IN LIEU THEREOF OR OTHERWISE) WITH RESPECT TO THE VOTING SHARES OWNED OR HELD BY SUCH COMPANY SHAREHOLDER REGARDING THE MATTERS REFERRED TO IN SECTION 1.2(a) HEREOF UNTIL THE TERMINATION OF THIS AGREEMENT, TO THE SAME EXTENT AND WITH THE SAME EFFECT AS SUCH COMPANY SHAREHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, RULES AND REGULATIONS. THE PROXY GRANTED PURSUANT TO THIS SECTION 1.2(d) IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE. EACH COMPANY SHAREHOLDER WILL TAKE SUCH FURTHER ACTION AND WILL EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. EACH COMPANY SHAREHOLDER HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY GRANTED WITH RESPECT TO ANY OF THE VOTING SHARES THAT MAY HAVE HERETOFORE BEEN APPOINTED OR GRANTED WITH RESPECT TO THE MATTERS REFERRED TO IN SECTION 1.2(a) HEREOF, AND NO SUBSEQUENT PROXY (WHETHER REVOCABLE OR IRREVOCABLE) OR POWER OF ATTORNEY SHALL BE GIVEN BY SUCH COMPANY SHAREHOLDER, EXCEPT AS REQUIRED BY ANY LETTER OF TRANSMITTAL IN CONNECTION WITH THE OFFER. THE PARTIES ACKNOWLEDGE AND AGREE THAT NEITHER BUYER, NOR ANY OF ITS SUCCESSORS, ASSIGNS, AFFILIATES, SUBSIDIARIES, EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS OR OTHER REPRESENTATIVES, SHALL INCUR ANY LIABILITY TO ANY SHAREHOLDER IN CONNECTION WITH OR AS A RESULT OF ANY EXERCISE OF THE PROXY GRANTED TO BUYER PURSUANT TO THIS SECTION 1.2(d), OTHER THAN FOR A BREACH OF THIS SECTION 1.2(d). NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL TERMINATE UPON TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii), each Stockholder hereby irrevocably and unconditionally agrees that, during the term of this Agreement, at the Company Stockholders Stockholders’ Meeting and at any other meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the stockholders of the Company (the date of the taking of any such action being an applicable “Determination Date”), such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (i) appear at each such meeting or otherwise cause such all of Stockholder’s Covered Company Shares to be counted as present thereat for purposes of calculating a quorum; and (ii) vote (or cause to be voted), in person or by proxy, or if applicable deliver (or cause to be delivered) a written consent covering, all of such Stockholder’s Covered Company Shares: (1) in favor of the approval and adoption of the Merger, the Merger Agreement and any other action in furtherance of the consummation approval of the Merger and the related transactionstransactions contemplated thereby and any other action reasonably requested by Parent in furtherance thereof; (2) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby; (3) against any Takeover Company Acquisition Proposal; and (4) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement (including the consummation in each case thereof) or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement, including any action, agreement or transaction that would reasonably be expected to result in any condition to the consummation of the Merger set forth in the Merger Agreement not being satisfied, or that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Stockholder contained in this Agreement. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders Nothing contained in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company Agreement shall require Stockholder (or shall entitle any committee thereof). (cproxy of Stockholder) Notwithstanding Section 2.1(a)to convert, exercise or exchange any option, warrants or convertible securities in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders order to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding obtain any underlying shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretionStock. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii), each The Stockholder hereby irrevocably and unconditionally agrees that, during the term of this Agreement, that at the Company Stockholders Meeting and at or any other meeting of the stockholders (whether annual or special and whether or not an adjourned or postponed meeting) of Symetra called to seek the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the stockholders of the Company (the date of the taking of any such action being an applicable “Determination Date”), such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, Approval or in any other circumstance in circumstances upon which the vote, consent a vote or other approval of the stockholders Stockholder with respect to the adoption of the Company Merger Agreement or the Merger is sought: , (i) when such meeting of the stockholders is held, the Stockholder shall appear at each such meeting or otherwise cause such Stockholder’s Covered Company the Subject Shares to be counted as present thereat for purposes the purpose of calculating establishing a quorum; and quorum and (ii) the Stockholder shall vote (or cause to be voted), in person or by proxy, or if applicable deliver (or cause to be delivered) a written consent covering, all of voted at such Stockholder’s Covered Company Shares: (1) meeting any Subject Shares in favor of the approval and adoption of the Merger, adopting the Merger Agreement and any other action in furtherance of the consummation of the Merger actions reasonably requested by Symetra and the related transactions; (2) in favor of any proposal presented to adjourn a meeting of the stockholders of Symetra with the Company to solicit additional proxies affirmative recommendation of Symetra’s Board of Directors that are necessary and desirable in favor of connection with the approval and adoption of the Merger, the Merger Agreement Stockholder Approval and the transactions contemplated thereby; (3) against any Takeover Proposal; and (4) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under (provided that, in each case, the Merger Agreement shall not have been amended or by otherwise modified in a manner materially adverse to the Stockholder). For the avoidance of doubt, the Stockholder shall retain at all times the right to vote any Stockholder of its obligations under Subject Shares in the Stockholder’s sole discretion, and without any other limitation, on any matters other than those explicitly set forth in this AgreementSection 4.01 that are at any time or from time to time presented for consideration to Symetra’s stockholders. (b) Any vote required The Stockholder hereby covenants and agrees that neither it nor its Subsidiaries have entered into or shall enter into any agreement or undertaking, or have committed or agreed to be cast take or consent required shall commit or agree to be executed take any action, that is otherwise inconsistent with the Stockholder’s obligations pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof)Agreement. (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretion. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii), each The Stockholder hereby irrevocably and unconditionally agrees that, that during the term of this Agreement, at the Company Stockholders Meeting and at any other meeting of the stockholders of the CompanyCompany at which a vote of the stockholders of the Company with respect to the approval or adoption of the Merger Agreement and the transactions contemplated by the Merger Agreement is sought, however called, including any adjournment adjournment, recess or postponement thereof, and in connection with any written consent of the stockholders of the Company (with respect to the date approval or adoption of the taking of any such action being an applicable “Determination Date”)Merger Agreement and the transactions contemplated by the Merger Agreement, such the Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (ia) appear (in person or by proxy) at each such meeting or otherwise cause such Stockholder’s all of the Covered Company Shares to be counted as present thereat for purposes of calculating a quorum; and (iib) vote (or cause to be voted), in person or by proxy, or if applicable deliver (or cause to be delivered) a written consent covering, all of the Covered Shares (other than only those Covered Shares with respect to which Section 3.3 of the Stockholder Agreement prohibits the Stockholder from taking such Stockholder’s Covered Company Shares: action): (1i) in favor of the Merger and the approval and adoption of the Merger Agreement and the transactions contemplated by the Merger Agreement, including any amendment and restatement of the Merger Agreement or amendment to the Merger Agreement, in each case, to the extent such amendment and restatement or amendment increases the Merger Consideration; (ii) in favor of the approval and adoption of the Merger, the Merger Agreement and any other action in furtherance of the consummation of the Merger and the related transactions; (2) in favor of any proposal to adjourn a or postpone each such meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and a later date if there are not sufficient votes for adoption of the Merger, the Merger Agreement and on the transactions contemplated thereby; date on which such meeting is held; (3iii) against any Takeover Proposalproposal to amend the Company’s certificate of incorporation or bylaws to the extent such amendment would change in any manner the voting rights of any class of shares of the Company; and and (4iv) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this AgreementAcquisition Proposal. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof). (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretion. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii)the terms and conditions hereof, each Stockholder hereby irrevocably and unconditionally agrees that, during from and after the term of this Agreementdate hereof and until the Termination Date (as defined in Section 5 below), at the Company Stockholders Meeting and at any other meeting of the stockholders holders of the CompanyCompany Common Stock, however called, including any adjournment or postponement thereof, and in connection with any written consent of the stockholders holders of the Company (the date of the taking of any such action being an applicable “Determination Date”)Common Stock, such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: shall (ix) appear at each such meeting or otherwise cause all of such Stockholder’s Covered Company Shares to be counted as present thereat for purposes of calculating a quorum; and quorum and respond to any other request by the Company or Parent for written consent, if any, and (iiy) vote (or cause to be voted), in person or by proxy, or if applicable deliver (or cause to be delivered) a written consent covering, all of such Stockholder’s Covered Company Shares: Shares (1i) in favor of the (A) approval and adoption of the Merger, the Merger Agreement and any other action in furtherance of the consummation of the Merger and the related transactions; (2) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby; (3) against any Takeover Proposal; and (4) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or and (B) any other matter that is required to facilitate the performance consummation of the Merger and the other transactions contemplated by the Merger Agreement and (ii) against the following actions: (A) any Company Acquisition Proposal, (B) any other action involving the Company or any Company Subsidiary that would reasonably be expected to have the effect of its obligations under impeding, materially interfering with, materially delaying, materially postponing, or impairing (I) the ability of the Company to consummate the Merger or (II) any other transaction contemplated by the Merger Agreement or by (C) any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled on or prior to the Outside Date. Subject to the terms and conditions hereof, no Stockholder shall enter into any agreement or understanding with any Person prior to the termination of its obligations under this Agreement. (b) Any Agreement to vote required in any manner inconsistent herewith. Subject to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) terms and for purposes of recording conditions hereof, the results of that vote or consent. The obligations of the Stockholders each Stockholder specified in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or 1(a) shall not the Merger or any action above is recommended be affected by the Board of Directors of commencement, public proposal, public disclosure or communication to the Company (or of any committee thereof). (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Acquisition Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Termination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretion. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii), each Stockholder hereby irrevocably From and unconditionally agrees that, during after the term date hereof until the termination of this AgreementAgreement in accordance with Section 3, at the Company Stockholders Meeting and at any other meeting of the Parent’s stockholders of the Company, however called, including (or any adjournment or postponement thereof), and however called, or in connection with any action proposed to be taken by written consent of the stockholders of Parent, the Company Stockholder agrees to take the following actions (or to cause the date applicable record holder of its Covered Shares to take the taking of any such action being an applicable “Determination Date”), such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: following actions): (ia) appear and be present (in accordance with the Bylaws of Parent) at each such meeting of Parent’s stockholders or otherwise cause such Stockholder’s its Covered Company Shares to be counted as present thereat for purposes of calculating a quorum; and (iib) to affirmatively vote and cause to be voted all of its Covered Shares in favor of (“for”), or, if action is to be taken by written consent in lieu of a meeting of Parent’s stockholders, deliver to Parent a duly executed affirmative written consent in favor of (“for”), the issuance of Shares in connection with the transactions contemplated by the Merger Agreement, the Share Issuance, the Delaware Conversion, the Parent A&R Charter and any other matters necessary for the consummation of the Mergers (the “Supported Matters”); and (c) to vote or cause to be voted)voted all of its Covered Shares against, in person or by proxy, or if applicable deliver (or cause to be delivered) a and not provide any written consent coveringwith respect to (i) any Takeover Proposal and (ii) any action, all of such Stockholder’s Covered Company Shares: proposal, transaction or agreement that is intended to or would (1) result in favor a breach in any material respect of the approval and adoption any covenant, representation or warranty or any other obligation or agreement of the Merger, Parent under the Merger Agreement and any other action in furtherance or of the consummation of the Merger and the related transactions; Stockholder under this Agreement, (2) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby; (3) against any Takeover Proposal; and (4) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate the purposes of discourage or adversely affect the timely consummation of the Merger or any of the other transactions expressly contemplated by the Merger Agreement or this Agreement or (3) change in any manner the performance by voting rights of any class of shares of Parent (including any amendments to Parent’s charter or Bylaws). Notwithstanding the Company of its foregoing, the obligations under the Merger Agreement or by any Stockholder of its obligations under in this Agreement. Section 1 shall only apply with respect to (A) sub-sections (a) and (b) Any to the extent that the Supported Matters are submitted for a vote required at any such meeting or are the subject of any such written consent and (B) sub-section (c) to be cast the extent that any Takeover Proposal or consent required to be executed pursuant to this any of the matters contemplated by Section 2.1 shall be cast 1(c)(ii) are submitted for a vote at any such meeting or executed in accordance with are the applicable procedures relating thereto so as to ensure that it is duly counted for purposes subject of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or any such written consent. The obligations of the Stockholders in this Section 2.1 shall, subject Stockholder shall not take or commit or agree to Section 2.1(c)(ii), apply whether or not the Merger or take any action above is recommended by the Board of Directors of the Company (or any committee thereof). (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance inconsistent with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretionforegoing. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject Unless the Dynegy Board of Directors shall have withdrawn its recommendation in favor of the Mergers, Shareholder hereby agrees to Section 2.1(c)(ii)attend, each Stockholder hereby irrevocably and unconditionally agrees thatin person or by proxy, during the term of this Agreement, at the Company Stockholders Meeting and at any other meeting of Dynegy shareholders at which the stockholders matters contemplated by the Merger Agreement or this Agreement are to be presented to a vote of the Company, however called, including any adjournment or postponement thereofshareholders of Dynegy, and in connection with any written consent of the stockholders of the Company (the date of the taking of any such action being an applicable “Determination Date”), such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (i) appear at each such meeting or otherwise cause such Stockholder’s Covered Company Shares to be counted as present thereat for purposes of calculating a quorum; and (ii) vote (or cause to be voted) all Shares and any other voting securities of Dynegy that Shareholder, directly or indirectly, owns or has the right to vote or direct the voting of (including any such securities acquired hereafter but excluding any Shares or other securities Shareholder has the right to acquire but has not acquired) (collectively, the "COVERED SHARES") for approval and adoption of the following: (i) the Merger Agreement and (ii) any related action reasonably required in furtherance thereof. Unless the Dynegy Board of Directors shall have withdrawn its recommendation in favor of the Mergers, Shareholder hereby further agrees that until the Termination Date (as defined in Section 1(b)), it shall, from time to time, in person or by proxyconnection with any consent solicitation relating to the Merger Agreement, or if applicable timely execute and deliver (or cause to be timely executed and delivered) a written consent covering, all of such Stockholder’s with respect to any Covered Company Shares: (1) Shares in favor of the approval and adoption of the Merger, the Merger Agreement and any other action required in furtherance of the consummation of the Merger and the related transactions; (2) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby; (3) against any Takeover Proposal; and (4) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreementthereof. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) From and for purposes of recording the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall, subject to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof). (c) Notwithstanding Section 2.1(a), in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted), in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from after the date hereof until the Trigger Termination Date, unless the number Dynegy Board of Locked Up Shares Directors shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in have withdrawn its sole discretion. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) recommendation of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date)Mergers, and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.Shareholder hereby agrees

Agreement to Vote. (a) Subject Each of the Stockholders hereby agrees that, immediately following the execution and delivery of this Agreement and the Merger Agreement, such Stockholders will execute and deliver to the Company a written consent in the form attached as Exhibit D to the Merger Agreement (a “Stockholder Consent”). The Stockholder Consent shall be irrevocable, except as provided in Section 2.1(c)(ii)5.1, below. (b) In addition, each Stockholder of the Stockholders hereby irrevocably and unconditionally agrees that, that during the term period beginning on the date hereof and ending on the earliest of (x) the Closing Date, (y) the Expiration Date or (z) the termination of this AgreementAgreement in accordance with its terms, at the Company Stockholders Meeting and at any other meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company (Company, the date of the taking of any such action being an applicable “Determination Date”), such Stockholder Stockholders shall, in each case case, to the fullest extent that such matters are submitted for the vote or written consent of the Stockholders and that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought: (i) appear at each such meeting or otherwise cause such Stockholder’s the Covered Company Shares as to which the Stockholders control the right to vote to be counted as present thereat for purposes of calculating a quorum; and (ii) vote (or cause to be voted), in person or by proxy, or if applicable deliver (or cause to be delivered) a written consent covering, all of such Stockholder’s the Covered Company Shares: Shares as to which the Stockholders control the right to vote (1A) in favor of the approval and adoption of the Merger, the Merger Agreement and any other action related proposal in furtherance thereof, as reasonably requested by Parent, submitted for the vote or written consent of stockholders, including, without limiting any of the consummation of the Merger and the related transactions; (2) foregoing obligations, in favor of any proposal to adjourn or postpone to a later date any meeting of the stockholders of the Company to solicit additional proxies in favor at which any of the approval foregoing matters are submitted for consideration and adoption vote of the Mergerstockholders of the Company if there are not sufficient votes for approval of such matters on the date on which the meeting is held, the Merger Agreement and the transactions contemplated thereby; (3B) against any Takeover Proposal; and action or agreement submitted for the vote or written consent of stockholders that the Stockholders know or reasonably suspect is in opposition to the Merger or that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of the Stockholders contained in this Agreement, and (4C) against any Acquisition Proposal and against any other action, agreement or transaction submitted for the vote or written consent of stockholders that is intended to, the Stockholders know or reasonably suspect would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or of, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder the Stockholders of its their obligations under this Agreement. (bc) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast (or executed consent shall be given) by the Stockholders in accordance with the applicable such procedures relating thereto so as to ensure that it is duly counted counted, including for purposes of determining that whether a quorum is present present. (if applicabled) and for purposes of recording the results of that vote or consent. The obligations of the Stockholders specified in this Section 2.1 shall, subject to 2.1(a) and Section 2.1(c)(ii), 2.1(b) shall apply whether or not the Merger or any action described above is recommended by the Company Board of Directors of the Company (or any committee thereof). (ce) Nothing in this Agreement, including this Section 2.1, shall limit or restrict any affiliate or designee of the Stockholder who serves as a member of the Company Board in acting in his or her capacity as a director of the Company and exercising his or her fiduciary duties and responsibilities, it being understood that this Agreement shall apply to the Stockholders solely in their capacity as stockholders of the Company and shall not apply to any such affiliate or designee’s actions, judgments or decisions as a director of the Company. (f) Notwithstanding Section 2.1(a), anything to the contrary herein in the event that a vote of a the stockholders of the Company Adverse Recommendation Change made is required in compliance with order to effect an amendment to the Merger Agreement that (A) reduces the amount, changes the form, or imposes any material restrictions or additional conditions on the receipt, of consideration payable in connection with a Superior Proposal respect of each Share in the Merger or (a B) is otherwise adverse to the holders of Shares in such capacity (each such amendment, an “Trigger EventAdverse Amendment”), the obligation provisions of the Stockholders to vote Covered Company Shares in the manner set forth in this Agreement, including this Section 2.1(a)(ii) shall be modified such that: (i) the Stockholders shall vote (or cause to be voted)2.1, in person or by proxy, or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (will not apply with respect to any applicable Determination Date, such number the Stockholders’ vote of the Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretionamend the Merger Agreement. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.

Agreement to Vote. (a) Subject to Section 2.1(c)(ii)Each Principal Shareholder, each Stockholder hereby irrevocably and unconditionally agrees that, during the term as a holder of this Agreement, at the Company Stockholders Meeting and at any other meeting shares of the stockholders Common Stock of the Company, however calledhereby agrees on behalf of itself and any transferee or assignee of any such shares of Common Stock, including to hold any adjournment or postponement thereof, and in connection with any written consent all shares of the stockholders Common Stock and all other voting securities of the Company (owned, held or acquired by such Principal Shareholder on or after the date hereof (and any securities of the taking of any such action being an applicable “Determination Date”)Company issued with respect to, such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent theretoupon conversion of, or in any other circumstance exchange or substitution for such securities) (the "PRINCIPAL SHAREHOLDER SHARES") subject to, and to vote the Principal Shareholder Shares in which the vote, consent or other approval of the stockholders of the Company is sought: (i) appear at each such meeting or otherwise cause such Stockholder’s Covered Company Shares to be counted as present thereat for purposes of calculating a quorum; and (ii) vote (or cause to be voted), in person or by proxy, or if applicable deliver (or cause to be delivered) a written consent covering, all of such Stockholder’s Covered Company Shares: (1) in favor of the approval and adoption of the Mergeraccordance with, the Merger Agreement and any other action in furtherance provisions of the consummation of the Merger and the related transactions; (2) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption of the Merger, the Merger Agreement and the transactions contemplated thereby; (3) against any Takeover Proposal; and (4) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement. (ba) Any ELECTION OF LLCP REPRESENTATIVE AS DIRECTOR. LLCP shall have the right to require the Principal Shareholders to vote required to be cast all of the Principal Shareholder Shares then owned by them (or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is which they then have voting power) to duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote elect or consent. The obligations of the Stockholders in this Section 2.1 shall, subject appoint to Section 2.1(c)(ii), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company (or any committee thereof). the "BOARD") an individual designated by LLCP in an LLCP Representative Request (cas such term is defined below (the "LLCP REPRESENTATIVE") Notwithstanding Section 2.1(a)furnished to the Principal Shareholders, in the event of a Company Adverse Recommendation Change made in compliance accordance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Stockholders to vote Covered Company Shares in the manner set forth in Section 2.1(a)(ii) shall be modified such thatfollowing terms: (i) Within five (5) Business Days after the Stockholders Company's receipt of an LLCP Representative Request, the Company and the Principal Shareholders shall take or cause to be taken as soon as practicable such actions (including, without limitation, creating a vacancy or adding an additional Board seat) as may be necessary or advisable to cause the LLCP Representative to be elected or appointed to the Board and to remain a duly elected or appointed member of the Board; and (ii) In connection with any such election or appointment of the LLCP Representative to the Board pursuant to this SECTION 1.1, each Principal Shareholder agrees that he or it will vote (or cause to be voted)) all of the Principal Stockholder Shares then owned beneficially and of record by him or it, in person directly or by proxyindirectly, so that the LLCP Representative shall be duly elected or (if applicable) deliver (or cause to be delivered) a written consent covering, a number of Covered Company Shares (rounded up appointed to the nearest whole share) that represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the applicable Determination Date (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Locked Up Shares”; it being understood that from the date hereof until the Trigger Date, the number of Locked Up Shares shall be equal to the aggregate number of Covered Company Shares), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 2.1(a)(ii); and (ii) the Stockholders shall cause a number of Covered Company Shares equal to the aggregate number of Covered Company Shares minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Company Shares being the applicable “Released Shares”; it being understood that from the date hereof until the Trigger Date, the number of Released Shares shall be zero) so entitled to vote to be voted in any manner such Stockholder chooses in its sole discretionBoard. (d) Promptly following the occurrence of a Trigger Event, the Stockholders shall deliver a written notice to Parent indicating, for each such Stockholder (x) the number of Covered Company Shares of such Stockholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Company Shares of such Stockholder that are included within the Released Shares as of such date (it being understood that (x) the aggregate number of Locked Up Shares and Released Shares for all Stockholders shall be equal to the aggregate number of Company Covered Shares as of such date and (y) the aggregate number of Locked Up Shares of all Stockholders reflected in such notice must represent thirty-three and one-third percent (33 1⁄3%) of the total voting power of the outstanding shares of Company Common Stock as of immediately prior to the Trigger Date), and such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares.