Common use of Agreement to Vote Clause in Contracts

Agreement to Vote. The Principal Stockholder hereby agrees that, from and after the date hereof and until the Termination Date (as defined in Section 18), at any meeting of the stockholders of the Company, however called, or in connection with any written consent of the stockholders of the Company, the Principal Stockholder shall appear at each such meeting, in person or by proxy, or otherwise cause the Voting Shares to be counted as present thereat for purposes of establishing a quorum, and the Principal Stockholder 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 entity or grant a proxy or power of attorney with respect to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Act.

Agreement to Vote. The Principal Stockholder hereby agrees that, from and after the date hereof and until the Termination Date (as defined in Section 18), at any At every meeting of the stockholders shareholders of the CompanyCompany called with respect to any of the following, however calledand at every adjournment thereof, and in every action or in connection with any approval by written consent of the stockholders shareholders of the Company in lieu of such a meeting with respect to any of the following, Shareholder shall vote or cause to be voted the Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the Shares (i) in favor of adoption and approval of (x) the Purchase Agreement, the Transaction and the other matters contemplated by the Purchase Agreement, (y) any matter in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Agreement and this Agreement, and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (ii) against any (x) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents), or any other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone, or discourage the Transaction and any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (z) any action, agreement, transaction or proposal that would result in a material breach of any representation, warranty, covenant, agreement or other obligation of the Company, the Principal Stockholder Purchased Companies or their Subsidiaries in the Purchase Agreement. Any such vote shall appear at each such meetingbe cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, in person or by proxy, or otherwise cause the Voting Shares to be counted as present thereat including for purposes of establishing determining that a quorum, quorum is present and for the Principal Stockholder shall purposes of recording such 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 entity or grant a proxy or power of attorney with respect to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (aconsent), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Act.

Agreement to Vote. The Principal Stockholder hereby (a) Each Holder agrees that, from and after that at the date hereof and until the Termination Date (as defined in Section 18), Stockholders’ Meeting or at any other meeting of the stockholders holders of Shares at which a vote of such Holders contemplated below is taken (and at every postponement or adjournment, as applicable, thereof) and, with respect to the Companymatters described below in clauses (ii)(A), however called(ii)(B) and (ii)(C), or in connection with any action proposed to be taken by written consent of the stockholders holders of Shares: (i) when such a meeting of the Companyholders of Shares is held, the Principal Stockholder such Holder shall appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting Subject Shares to be counted as present thereat for purposes the purpose of establishing a quorumquorum and, if applicable, vote in favor of any proposal to adjourn or postpone any meeting of the stockholders of the Company at which the Merger Agreement or any other actions contemplated by the Merger Agreement is submitted for the consideration and vote of the stockholders of the Company to a later date if there are not proxies representing a sufficient number of shares of Common Stock to approve such matters on the date on which the meeting is held, and (ii) such Holder shall vote or cause to be voted at any such meeting (and at every postponement or adjournment thereof), or deliver or cause to be delivered a written consent with respect to, all of such Holder’s Subject Shares (A) in favor of adopting the Principal Stockholder Merger Agreement and any other actions contemplated by the Merger Agreement in respect of which the approval of the holders of Shares is requested; and (B) against (1) any Acquisition Proposal, whether or not constituting a Superior Proposal and (2) any action, proposal, transaction or agreement involving the Company or any of its Subsidiaries that is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement. Except as explicitly set forth in this Section 4.01, nothing in this Agreement shall limit the right of a Holder to vote (or cause to be voted) or act ), including 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 entity or grant a proxy or power of attorney with respect to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, andwritten consent, if applicable, not in favor of, or against or to permit any of the Principal Stockholder's Affiliates abstain with respect to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by matters presented to the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange ActCompany.

Agreement to Vote. The Principal Stockholder hereby agrees that, from From the period commencing with the execution and after the date hereof delivery of this Agreement and continuing until the Termination Date (as defined herein), each Southcross Holdings Party irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in Section 18the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shall, at any meeting of the stockholders unitholders of the CompanySXE (whether annual or special and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of unitholders of SXE to the stockholders fullest extent that the Voting Interests are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the CompanyMerger Agreement or the Merger) (a) when a meeting is held, the Principal Stockholder shall appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting Shares Interests to be counted as present thereat for purposes the purpose of establishing a quorum, and the Principal Stockholder shall when a written consent is proposed, respond to each request by SXE for written consent, if any and (b) vote (or consent), or cause to be voted) voted at such meeting (or act by written validly execute and return and cause such consent to be granted with respect to 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, Interests (ai) in favor of adoption the Merger, the approval of the Merger Agreement and any other matters necessary for consummation of the Merger and the approval of the terms thereof and each of the other actions transactions contemplated by in the Merger Agreement; Agreement and (bii) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and any other Person (other than the Merger), (C) any other action that is intended to, or could reasonably be expected to, to impede, delay interfere with, delay, postpone or prevent adversely affect the consummation Merger or any of the transactions contemplated by the Merger Agreement; and (c) against Agreement or this Agreement or any Acquisition Proposal made by transaction that results in a breach in any person material respect of any covenant, representation or warranty or other than Buyer obligation or agreement of SXE or any of its Affiliates. The Principal Stockholder hereby agrees that it will not enter into Subsidiaries under the Merger Agreement, (D) any voting change in the present capitalization or dividend policy of SXE or any amendment or other similar agreement or understanding with any person or entity or grant a proxy or power of attorney with respect change to the Shares prior to the Termination Date SXE Charter Documents, except if approved by AMID, and (E) any other than a proxy change in SXE’s corporate structure or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Actbusiness.

Agreement to Vote. The Principal Stockholder hereby agrees that, from and after the date hereof and until the Termination Date (as defined in Section 18), at any meeting of the stockholders of the Company, however called, or in connection with any written consent of the stockholders of the Company, the Principal Stockholder shall appear at each such meeting, in person or by proxy, or otherwise cause the Voting Shares to be counted as present thereat for purposes of establishing a quorum, and the Principal Stockholder 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 entity or grant a proxy or power of attorney with respect to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during During the period commencing on the date hereof and ending on the Termination Dateearlier to occur of (a) the Effective Time, not toand (b) such date and time as the Merger Agreement shall be terminated in accordance with Section 9.1 thereof (the “Expiration Time”), andeach Shareholder, if applicablewith respect to his, not her or its Shares, hereby agrees (and agrees to permit execute such additional documents or certificates evidencing such agreement as the Company may reasonably request in connection therewith) to (1) appear at any meeting of the shareholders of Parent (a “Parent Shareholders’ Meeting”) in person or proxy or otherwise cause the Shares to be counted as present thereat for the purpose of establishing a quorum, and (2) vote, or cause to be voted or consented at a Parent Shareholders’ Meeting, or in any action by written consent of the shareholders, all of the Shares owned as of the record date for such meeting (a) in favor of the approval and adoption of the Merger Agreement, the transactions contemplated by the Merger Agreement and this Agreement, (b) in favor of any other matter reasonably necessary to the consummation of the transactions contemplated by the Merger Agreement and considered and voted upon by the shareholders of Parent, (c) in favor of the approval of the Parent Proposals (as defined in the Merger Agreement) and (d) against the approval of any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and the Transactions) or an Alternative Proposal or against any proposal, action or agreement that would (i) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (ii) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Parent or Merger Sub under the Merger Agreement or (iii) result in any of the Principal Stockholder's Affiliates to, vote or execute any written consent conditions set forth in lieu Article VIII of the Merger Agreement not being fulfilled. Each Shareholder acknowledges receipt and review of a stockholders meeting or vote, if such consent or vote by the stockholders copy of the Company would be Merger Agreement. The obligations of each Shareholder specified in this Section 2 shall apply whether or not the Merger or any action described above is recommended by Parent’s Board of Directors or Parent’s Board of Directors has effected a Modification in Recommendation (as defined in the Merger Agreement). Each Shareholder hereby agrees that it shall not commit or agree to take any action 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Actforegoing.

Agreement to Vote. The Principal Stockholder hereby agrees that, from and after the date hereof and until the Termination Date (as defined in Section 1819), at any meeting of the stockholders of the Company, however called, or in connection with any written consent of the stockholders of the Company, the Principal Stockholder shall appear at each such meeting, in person or by proxy, or otherwise cause the Voting Shares to be counted as present thereat for purposes of establishing a quorum, and the Principal Stockholder 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 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 is intended towould result in a breach of any covenant, representation or could reasonably be expected to, impede, delay warranty or prevent the consummation any other obligation or agreement of the transactions contemplated by 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 Buyer Parent or any of its Affiliatesaffiliates. The Principal Stockholder hereby agrees that it will not enter into any voting or other similar agreement or understanding with any person or entity or grant a proxy or power of attorney with respect to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 3 and except as provided in Section 3 4 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Act.

Agreement to Vote. The Principal Stockholder hereby agrees that, from and after the date hereof and until Prior to the Termination Date (as defined in Section 18herein), each Shareholder irrevocably and unconditionally agrees that it shall, at any meeting of the stockholders shareholders of the CompanyIMS Health (whether annual or special and whether or not an adjourned or postponed meeting), however called, or in connection with any action proposed to be taken by written consent of the stockholders shareholders of the CompanyIMS Health (a) when a meeting is held, the Principal Stockholder shall appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting Covered Shares to be counted as present thereat for purposes the purpose of establishing a quorum, and the Principal Stockholder shall respond to each request by IMS Health for written consent, if any, and (b) vote (or consent), or cause to be voted) voted at such meeting (or act by written validly execute and return and cause such consent to be granted with respect to to), all of the Voting Covered 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, (ai) in favor of the adoption of the Merger Agreement and any other matter that is required to facilitate the Merger and the approval of the terms thereof and each of and/or the other actions transactions contemplated by the Merger Agreement; , including the Governance Matters, and (bii) against (A) any action Acquisition Proposal with respect to IMS Health (an “IMS Health Acquisition Proposal”), (B) any other action, agreement or proposal that is intended to, or could reasonably be expected to, to impede, delay interfere with, delay, postpone, frustrate, prevent, nullify or prevent adversely affect the consummation Merger or any of the transactions contemplated by the Merger Agreement; Agreement or this Agreement or change in any manner the 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 (cD) against any Acquisition Proposal made by any person other than Buyer change in IMS Health’s corporate structure or any of its Affiliatesbusiness. The Principal Stockholder hereby agrees In the event that it will not enter into any voting or other similar agreement or understanding with any person or entity or grant a such Shareholder’s proxy or power of attorney has been granted to Quintiles pursuant to Section 2(a), such Shareholder shall have no obligations under this Section 1 with respect to the Shares prior meeting of the shareholders of IMS Health for which such proxy has been granted. Except as explicitly set forth in this Section 1, nothing in this Agreement shall limit the right of each Shareholder to the Termination Date vote (other than a including by proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, andwritten consent, if applicable) in favor of, not against or abstain with respect to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the stockholders of the Company would be inconsistent with or frustrate the purposes of the other covenants of the Principal Stockholder pursuant matters presented to this paragraph. As used in this Agreement, "person" shall have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange ActIMS Health’s shareholders.

Agreement to Vote. The Principal Stockholder hereby agrees thatAt any meeting, from and after the date hereof and until the Termination Date (as defined in Section 18)or separate class meeting, at any meeting of the stockholders shareholders of the Company, however called, or at any adjournment, recess or postponement thereof, or in connection with any written other circumstance in which the vote, consent or other approval of the stockholders shareholders of the CompanyCompany is sought, each Series A Holder shall, and shall cause any other holder of record with respect to the Principal Stockholder shall Series A Shares, all common shares of the Company owned by such Series A Holder and any other equity securities of the Company which are beneficially owned by such Series A Holder or any of its Affiliates, whether now owned or hereinafter acquired (the “Covered Shares”) to (i) appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting all Covered Shares to be counted as present thereat for purposes of establishing calculating a quorum, quorum and the Principal Stockholder shall (ii) vote (or cause to be voted) ), or act by execute and deliver a written consent with respect (or cause a written consent to be executed and delivered) covering, all of the Voting Covered 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, (aA) in favor of adoption of adopting the Merger Agreement and the Merger Agreements and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreements and this Agreement; , or any other transaction pursuant to which the Series A Holders (bcollectively) or an entity or entities directly or indirectly owned by them propose to acquire the Company, (B) in favor of any adjournment or postponement recommended by the Company with respect to any shareholder meeting with respect to the Merger Agreements, the Merger or the Transaction, if N. Xxxxxx Xxxxxxxx 3rd reasonably deems such adjournment or postponement to be in the best interests of the Series A Holders, (C) against any action that is intended toother transaction or transactions, including any Acquisition Proposal (other than the Merger or could reasonably be expected toa transaction otherwise approved by all Series A Holders) including any consolidation, impedecombination, delay sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or prevent the consummation winding up of the transactions contemplated or by the Merger Agreement; Company and (cD) against any proposal, action or agreement, including an Acquisition Proposal made Proposal, that would (1) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreements or any other transactions approved by all Series A Holders, (2) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreements, (3) result in any of the conditions set forth in the Merger Agreements not being fulfilled or (4) change the capitalization of, including the voting rights of any class of capital stock of, the Company. Each Series A Holder shall not commit or agree to take any action inconsistent with the foregoing. Subject to the terms and conditions set forth herein, each Series A Holder shall, and shall cause his, her or its Affiliates to, during the Exclusivity Period, retain at all times the right to vote or consent with respect to such party’s or his, her or its Affiliates’ Covered Shares in such party’s or his, her or its Affiliates’ sole discretion (as applicable) and without any other limitation on those matters, other than the limitations contained in this Section 4(b). In the event of any share split, share dividend, bonus issue, amalgamation, merger, reorganization, recapitalization or other change in the capital structure of the Company affecting the Covered Shares or other securities or rights of the Company by any person other than Buyer Series A Holder or any of its Affiliates. The Principal Stockholder hereby agrees that it will not enter into , (i) the type and number of Covered Shares shall be adjusted appropriately and (ii) this Agreement and the obligations hereunder shall automatically attach to any voting additional Covered Shares or other similar agreement securities or understanding with any person or entity or grant a proxy or power of attorney with respect to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer rights of the Company that may be exercised solely issued to or acquired by the Series A Holder or any of his, her or its Affiliates. The obligations of each party hereto set forth in accordance with this Section 2 and except as provided in Section 3 below4(b) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Actare irrevocable.

Agreement to Vote. The Principal Subject to the terms of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that, from and after during the date hereof and until the Termination Date (as defined time this Agreement is in Section 18)effect, at any 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, such Stockholder shall, in each case to the Principal Stockholder shall fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at each such meeting, (in person or by proxy, ) at each such meeting or otherwise cause the Voting all such Subject Shares to be counted as present thereat for purposes of establishing determining a quorum, ; and the Principal Stockholder shall (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) or act by a written consent with respect to to, all of its Subject Shares (i) against any action or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Voting Shares that are beneficially owned by Company contained in the Principal Merger Agreement, or of any Stockholder contained in this Agreement, or as to which (B) result in any of the Principal Stockholder has, directly conditions set forth in Article 8 or indirectly, the right to vote or direct the voting, (a) in favor of adoption Annex A of the Merger Agreement not being satisfied in a timely manner; (ii) against any change in the Company Board; (iii) against any Acquisition Proposal and against any other action, agreement or transaction involving the Company that is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the Merger and the approval of the terms thereof and each of or the other actions transactions contemplated by the Merger Agreement, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer and the Merger); (by) against a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Intellectual Property Rights) of the Company or any action that is intended toreorganization, recapitalization or liquidation of the Company, or could reasonably be expected to(z) any change in the present capitalization of the Company or any amendment or other change to the Certificate of Incorporation or Company Bylaws, impedein each case, delay or prevent to the extent not expressly permitted by the Merger Agreement; and (iv) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement; , which is considered at any such meeting of stockholders, and (c) against in connection therewith to execute any Acquisition Proposal made documents reasonably requested by Parent which are necessary or appropriate in order to effectuate the foregoing. Subject to the proxy granted under Section 1.3 below, each Stockholder shall retain at all times the right to vote the Subject Shares in such Stockholder’s sole discretion, and without any person other limitation, on any matters other than Buyer those set forth in this Section 1.2 that are at any time 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 entity or grant a proxy or power of attorney with respect from time to time presented for consideration to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a Company’s stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Actgenerally.

Agreement to Vote. The Principal Stockholder hereby agrees that, (a) During the period from and after the date hereof and of this Agreement until the Termination Date (as defined in Section 18)Expiration Date, at any every meeting of the stockholders shareholders of the CompanyCompany called with respect to any of the following, however calledand at every adjournment or postponement thereof, and on every action or in connection with any approval by written consent of the stockholders shareholders of the CompanyCompany with respect to any of the following, the Principal Stockholder each Shareholder shall appear at each such meeting, meeting (in person or by proxy, ) or otherwise cause the Voting Subject Shares that such Shareholder is entitled to vote to be counted as present thereat for purposes the purpose of establishing a quorum, quorum and the Principal Stockholder shall vote (or cause to be votedvoted at such meeting (or consent) such Subject Shares (i) unless the Company Special Committee has made an Adverse Recommendation Change that has not been rescinded 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 haswithdrawn, 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 Merger Agreement, the Mergers and each of the other actions transactions contemplated by the Merger Agreement; thereby, (bii) against any action or agreement that is intended to, or could recommended against by the Company Special Committee and that would reasonably be expected to, to impede, delay frustrate, interfere with, delay, postpone or prevent adversely affect the consummation of the Mergers and the other transactions contemplated by the Merger Agreement; Agreement and (ciii) against any Acquisition Proposal in the event that the Company Special Committee has made an Adverse Recommendation Change that has not been rescinded or otherwise withdrawn, in favor of the approval of the Merger Agreement, the Mergers and the other transactions contemplated thereby in the same proportion as the number of Shares owned by any person other than Buyer or any holders 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 entity or grant a proxy or power of attorney with respect to the Company Ordinary Shares prior to the Termination Date (other than a proxy or power of attorney to an officer the Shareholders, Xxxxxxx X. Xxxxx, XX and Xxxxxxx X. Xxxxxx and the “Shareholders” under the Parent Subsidiaries Voting Agreement, the BilCar Voting Agreement and the GSO Voting Agreement (the “Unaffiliated Shareholders”)) that are voted in favor of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) approval of the preceding sentence. The Principal Stockholder hereby agreesMerger Agreement, during the period commencing on Mergers and the date hereof other transactions contemplated thereby bears to the total number of Shares owned by Unaffiliated Shareholders present (in person or by proxy) and ending on the Termination Date, not to, and, if applicable, not to permit any voting at such meeting of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the stockholders shareholders 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange ActCompany.

Agreement to Vote. The Principal (a) Each Stockholder hereby agrees thatthat (i) at the Company Stockholders Meeting or at any other meeting of the holders of Company Common Stock called to consider the adoption of the Merger Agreement and the Merger, from (A) when such meeting of the holders of Company Common Stock is held, such Stockholder shall appear at such meeting or otherwise cause the Subject Stock to be counted as present thereat for the purpose of establishing a quorum and after (B) such Stockholder shall vote or cause to be voted at such meeting any Subject Stock in favor of adopting the date hereof Merger Agreement and until the Termination Date Merger; provided, however, that the foregoing shall not require such Stockholder to vote or cause to be voted at such meeting any Subject Stock in favor of any Excluded Amendment and (as defined in Section 18), ii) at any meeting of the stockholders of the CompanyCompany (whether annual or special), however called, or in connection with at any written consent of the stockholders of the Company, the Principal Stockholder shall appear at each such meeting, in person adjournment or by proxypostponement thereof, or otherwise cause the Voting Shares to be counted as present thereat for purposes of establishing in any other circumstances (including an action by written consent) upon which a quorumvote or other approval is sought, and the Principal such Stockholder shall vote (or cause to be voted) ), in person or act by written consent with respect to proxy, all of the Voting Shares that are beneficially owned by Subject Stock against (A) any extraordinary corporate transaction (other than the Principal Stockholder Merger), such as a merger, consolidation, business combination, tender or as to which exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the Principal Stockholder has, directly assets or indirectly, securities of the right to vote Company or direct the votingany of its Subsidiaries, (aB) in favor of adoption any amendment of the Merger Agreement and the Merger and the approval Company's certificate of the terms thereof and each of the incorporation or by-laws other actions than as contemplated by the Merger Agreement; , (bC) against any other proposal, action that is intended to, or could reasonably be expected to, impede, delay or prevent transaction involving the consummation of the transactions contemplated by the Merger Agreement; and (c) against any Acquisition Proposal made by any person other than Buyer Company or any of its Affiliates. The Principal Stockholder hereby agrees that it will not enter into any voting Subsidiaries, which amendment or other similar agreement proposal, action or understanding with transaction would reasonably be expected to in any person manner impede, frustrate, prevent or entity nullify the Merger or grant a proxy the Merger Agreement, (D) any extraordinary dividend, distribution or power recapitalization by the Company or change in capital structure of attorney with respect to the Shares prior to the Termination Date Company (other than a proxy or power pursuant to the Merger Agreement) and (E) any Takeover Proposal. For the avoidance of attorney doubt, each Stockholder shall retain at all times the right to an officer of the Company that may be exercised solely vote any Subject Stock in accordance with such Stockholder's sole discretion, and without any other limitation, on any matters other than those explicitly set forth in this Section 2 and except as provided in Section 3 below) 2.01 that are at any time or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) from time to time presented for consideration to the holders of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange ActCommon Stock.

Agreement to Vote. The Principal Subject to the terms of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that, from and after the date hereof and until the Termination Date (for so long as defined this Agreement has not been validly terminated in Section 18)accordance with its terms, at any 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, such Stockholder shall, in each case, to the Principal Stockholder shall fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting all such Subject Shares to be counted as present thereat for purposes of establishing determining a quorum, quorum and the Principal Stockholder shall (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) or act by a written consent with respect to to, all of its Subject Shares (i) against any action or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Voting Shares Company contained in the Merger Agreement, or of any Stockholder contained in this Agreement, or (B) result in any of the conditions set forth in Article VIII or Annex C of the Merger Agreement not being satisfied on or before the Outside Date; (ii) against any change in the members of the Company Board of Directors that are beneficially owned is not recommended by the Principal Company Board of Directors; and (iii) against any Acquisition Proposal. Subject to the proxy granted under Section 1.3 below, each Stockholder or as to which the Principal Stockholder has, directly or indirectly, shall retain at all times the right to vote such Stockholder’s Subject Shares in such Stockholder’s sole discretion, and without any other limitation, on any matters other than those expressly set forth in this Section 1.2 that are at any time or direct from time to time presented for consideration to the votingCompany’s stockholders generally. For the avoidance of doubt, (a) the foregoing commitments in favor of adoption of the Merger Agreement Sections 1.1 and the Merger and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement; (b) against 1.2 apply to 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 Subject Shares held by any person other than Buyer or any of its Affiliates. The Principal Stockholder hereby agrees that it will not enter into any voting trust, limited partnership or other similar agreement entity directly or understanding with any person indirectly holding Subject Shares over which the applicable Stockholder exercises direct or entity or grant a proxy or power of attorney with respect to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Actindirect voting control.

Agreement to Vote. The Principal Stockholder hereby Shareholder irrevocably and unconditionally agrees that, that from and after the date hereof and until the Termination Date (as defined in Section 18)hereof, at any meeting (whether annual or special, and at each adjourned or postponed meeting) of the stockholders shareholders of the Company, however called, or in connection with any written consent of the stockholders of the Company’s shareholders, the Principal Stockholder shall Shareholder will (a) appear at each such meeting, in person or by proxy, meeting or otherwise cause all of the Voting Owned Shares to be counted as present thereat for purposes of establishing calculating a quorum, and respond to each request by the Principal Stockholder shall Company for written consent, if any, and (b) vote (or consent), or cause to be votedvoted (or validly execute and return and cause consent to 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 term is customarily used among private equity investors) or act by written consent that may be deemed to be an “Affiliate” of the Shareholder) the ability to exercise voting rights with respect to all shares of Company Common Stock) Beneficially Owned by the Shareholder as of the Voting Shares applicable record date (together with any Company Common Stock that are beneficially owned by the Principal Stockholder Shareholder may acquire after the date hereof, including pursuant to the Metavante Stock Purchase Right Agreement or the Shareholders Agreement (as to which the Principal Stockholder has, directly or indirectlyhereinafter defined), the right to vote or direct the voting, “Owned Shares”) (ai) in favor of adoption the Merger, the execution and delivery by the Company of the Merger Agreement and the Merger adoption and the approval of the Merger Agreement and the terms thereof and thereof, in favor of each of the other actions contemplated by the Merger Agreement; Agreement and in favor of any action in furtherance of any of the foregoing (bin each case whether or not recommended by the Board of Directors of the Company) and (ii) 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 (cA) against any Acquisition Proposal made by or any person proposal relating to an Acquisition Proposal, (B) any merger agreement or merger (other than Buyer 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 AffiliatesSubsidiaries, or (C) any amendment of the Company’s articles of incorporation or by-laws that, in the case of 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 a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreement, or (3) change in any manner the voting rights of the Owned Shares. The Principal Stockholder hereby agrees that it will Shareholder shall not enter into commit or agree to take any voting action inconsistent with the foregoing. Except as set forth in this Section 2.1, nothing in this Agreement shall limit the right of the Shareholder to vote in favor of, against or other similar agreement or understanding with any person or entity or grant a proxy or power of attorney abstain with respect to the Shares prior any matter presented to the Termination Date (other than a proxy or power Company’s shareholders, including in connection with the election of attorney to an officer of directors proposed by the Company that may be exercised solely or Parent or Merger Sub or by a third party not in accordance connection with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if an Acquisition Proposal proposed by such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Actthird party.

Agreement to Vote. The Principal Subject to the terms and conditions hereof, each Stockholder hereby agrees that, from and after the date hereof and until the Termination Date termination of this Agreement in accordance with Section 5.1 (as defined in Section 18the "Expiration Time"), at any meeting of the stockholders (whether annual or special, and at each adjourned or postponed meeting) of the Company's stockholders, however called, or in connection with any other circumstances (including any action sought by written consent) upon which a vote or other consent or approval is sought relating to any of the stockholders of matters set forth in clause (z) below (any such meeting or other circumstance, a "Stockholder's Meeting"), such Stockholder will (y) appear, unless otherwise expressly consented to in writing by the CompanyPurchaser Parties, the Principal Stockholder shall appear in their sole and absolute discretion, at each such a meeting, in person or by proxy, or at such Stockholder's option otherwise cause the Voting Shares its Owned Common Stock to be counted as present thereat thereat, for purposes of establishing calculating a quorumquorum and respond to any other request by the Company for written consent, if any, and the Principal Stockholder shall vote (z) vote, or cause to be voted) or act voted (including by written consent with respect to consent, if applicable) all of the Voting Shares that are beneficially owned Common Stock Beneficially Owned by such Stockholder and over which such Stockholder has voting control as of the Principal Stockholder or as to which the Principal Stockholder has, directly or indirectlyrelevant time (collectively, the right to vote or direct the voting, "Owned Common Stock") (aA) in favor of the adoption of the Merger Agreement and the Merger and approval of the transactions contemplated thereby, including the Merger, (B) in favor of the approval of any other matter to be approved by the terms thereof and each stockholders 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 Company to facilitate the transactions contemplated by the Merger Agreement; and , including the Merger, (cC) against any Acquisition Proposal made by any person other than Buyer or any transaction contemplated by such Acquisition Proposal, (D) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the adoption thereof or the consummation thereof, (E) against any extraordinary dividend, distribution or recapitalization by the Company or change in the capital structure 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 entity or grant a proxy or power of attorney with respect to the Shares prior to the Termination Date Company (other than a proxy pursuant to or power of attorney as explicitly permitted by the Merger Agreement), and (F) against any action or agreement that would reasonably be expected to an officer result in any condition to the consummation of the Company that may be exercised solely Merger set forth in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) Article VI of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, Merger Agreement not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Actbeing fulfilled.

Agreement to Vote. The Principal Stockholder hereby agrees that, (a) During the period from and after the date hereof and of this Agreement until the Termination Date (as defined in Section 18)Expiration Date, at any every meeting of the stockholders shareholders of the CompanyCompany called with respect to any of the following, however calledand at every adjournment or postponement thereof, and on every action or in connection with any approval by written consent of the stockholders shareholders of the CompanyCompany with respect to any of the following, the Principal Stockholder each Shareholder shall appear at each such meeting, meeting (in person or by proxy, ) or otherwise cause the Voting Subject Shares that such Shareholder is entitled to vote to be counted as present thereat for purposes the purpose of establishing a quorum, quorum and the Principal Stockholder shall vote (or cause to be votedvoted at such meeting (or consent) such Subject Shares (i) unless the Company Special Committee has made an Adverse Recommendation Change that has not been rescinded 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 haswithdrawn, 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 Merger Agreement, the Mergers and each of the other actions transactions contemplated by the Merger Agreement; thereby, (bii) against any action or agreement that is intended to, or could recommended against by the Company Special Committee and that would reasonably be expected to, to impede, delay frustrate, interfere with, delay, postpone or prevent adversely affect the consummation of the Mergers and the other transactions contemplated by the Merger Agreement; Agreement and (ciii) against any Acquisition Proposal in the event that the Company Special Committee has made an Adverse Recommendation Change that has not been rescinded or otherwise withdrawn, in favor of the approval of the Merger Agreement, the Mergers and the other transactions contemplated thereby in the same proportion as the number of Shares owned by any person other than Buyer or any holders 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 entity or grant a proxy or power of attorney with respect to the Company Ordinary Shares prior to the Termination Date (other than a proxy or power of attorney to an officer the Shareholders, Xxxxxxx X. Xxxxx, XX and Xxxxxxx X. Xxxxxx and the “Shareholders” under the Parent Subsidiaries Voting Agreement, the BilCar Voting Agreement and the Blackstone Voting Agreement (the “Unaffiliated Shareholders”)) that are voted in favor of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) approval of the preceding sentence. The Principal Stockholder hereby agreesMerger Agreement, during the period commencing on Mergers and the date hereof other transactions contemplated thereby bears to the total number of Shares owned by Unaffiliated Shareholders present (in person or by proxy) and ending on the Termination Date, not to, and, if applicable, not to permit any voting at such meeting of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the stockholders shareholders 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange ActCompany.

Agreement to Vote. The Principal Stockholder hereby irrevocably and unconditionally agrees that, from and after that during the date hereof and until the Termination Date (as defined time this Agreement is in Section 18)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, or in connection with any written other circumstance in which the vote, consent or approval of the stockholders of the Company, in their capacity as stockholders, is sought with respect to the Principal Merger Agreement or any Takeover Proposal, the Stockholder shall shall, in each case, to the fullest extent that such matters are submitted for the vote, written consent or approval of the Stockholder and the Stockholder is entitled to vote thereon or consent thereto: (a) appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting Covered Shares to be counted as present thereat for purposes of establishing calculating a quorum, ; and the Principal Stockholder shall (b) vote in favor of (or cause to be votedvoted in favor of), in person or by proxy, deliver (or cause to be delivered) or act by a written consent with respect to or otherwise approve on behalf of all of the Voting Covered Shares that are beneficially owned by (i) 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 any related proposal in furtherance thereof, as reasonably requested by Parent, submitted for the Merger and the vote, written consent or approval of the terms thereof and each 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 or to the Stockholder’s knowledge (based upon the advice of counsel) would result in a breach of any covenant, representation or warranty or any other actions contemplated by obligation or agreement of the Company contained in the Merger Agreement, or of the Stockholder contained in this Agreement; and (biii) against any action Takeover Proposal and against any other action, agreement or transaction submitted for the vote, written consent or approval of stockholders that is intended to, or could reasonably be expected to, the Stockholder knows would impede, delay interfere with, delay, postpone, discourage, frustrate the purposes of or prevent adversely affect the consummation of Merger or the other transactions contemplated by the Merger Agreement; and (c) against any Acquisition Proposal made Agreement or this Agreement or the performance by any person other than Buyer or any the Company of its Affiliates. The Principal Stockholder hereby agrees that it will not enter into any voting obligations under the Merger Agreement or other similar agreement or understanding with any person or entity or grant a proxy or power of attorney with respect to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the stockholders Stockholder 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 its obligations under this Agreement, "person" shall have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Act.

Agreement to Vote. The Principal Stockholder hereby agrees that, from with respect to each Covered Share that it is entitled to vote, it shall, and after the date hereof and until the Termination Date (as defined in Section 18)shall cause any other holder of record of any such Covered Shares to, at any meeting of the stockholders of the Company, however called, Company (whether annual or special and whether or not an adjourned or postponed meeting) or in connection with any written other circumstances upon which a vote, consent or other approval of the stockholders of Stockholder is sought (i) when a meeting concerning the CompanyTransactions (as defined below) is held, the Principal Stockholder shall appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting all such Covered Shares to be counted as present thereat for purposes the purpose of establishing a quorum; (ii) vote (or cause to be voted, including by proxy or by delivering a written consent) all such 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 the Amended and Restated Charter (collectively, the “Transactions”), and (y) the Principal Stockholder shall approval of any proposal to adjourn or postpone such meeting to a later date, if there are not sufficient votes for the adoption of the Merger Agreement and/or the adoption of the Amended and Restated Charter on the date on which such meeting is held; and (iii) vote (or cause to be voted) all such Covered Shares against any other proposal, action or act by written consent agreement that would reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions in any material respect. Except as set forth in this Section 1, the Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to all of the Voting Shares that are beneficially owned by the Principal Stockholder or as any matter presented 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 entity or grant a proxy or power of attorney with respect to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the stockholders of the Company would be inconsistent with or frustrate Company. In addition, nothing in this Agreement shall limit the purposes right of the other covenants Stockholder to vote any such Covered Shares in connection with the election of the Principal Stockholder pursuant to this paragraph. As used in this Agreement, "person" shall have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Actdirectors.

Agreement to Vote. The Principal Stockholder hereby agrees that, from and after the date hereof and until Prior to the Termination Date (as defined in Section 18below), each Stockholder irrevocably and unconditionally agrees that it shall at any meeting of the stockholders of the CompanyCompany (whether annual, special or otherwise and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of the stockholders of the Company, the Principal Stockholder shall however proposed (a) when a meeting is held, appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting its Covered Shares to be counted as present thereat for purposes the purpose of establishing a quorum, and if a written consent is proposed, respond to each request by the Principal Stockholder shall Company for written consent, and (b) vote (or consent), or provide instructions to the designated proxyholder of the Company's management to vote at such meeting (or validly execute and return and cause such consent to be voted) or act by written consent granted with respect to to), all of the Voting Covered 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, (ai) in favor of the Share Exchange, the adoption of the Merger Arrangement Agreement and any other matters necessary for consummation of the Merger Share Exchange and the approval of the terms thereof and each of the other actions transactions contemplated by the Merger Agreement; Arrangement Agreement and any other action reasonably requested by Paramount in furtherance thereof, and (bii) against (A) any Acquisition Proposal (as defined in the Arrangement Agreement), (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between the Company and any other Person (other than the Share Exchange), (C) any other action that is intended to, or could would reasonably be expected to, to impede, delay interfere with, delay, postpone or prevent adversely affect the consummation Share Exchange or any of the transactions contemplated by the Merger Agreement; and (c) against Arrangement Agreement or this Agreement or any Acquisition Proposal made by action or transaction that would result in a breach of any person covenant, representation or warranty or other than Buyer obligation or agreement of the Company or any of its Affiliates. The Principal Stockholder hereby agrees that it will not enter into any voting Subsidiaries contained in the Arrangement Agreement, or other similar agreement or understanding with any person or entity or grant a proxy or power of attorney with respect to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 contained in this Agreement, "person" shall have (D) any change in the meaning specified in Sections 3(a)(9) and 13(d)(3) present capitalization or dividend policy of the Exchange ActCompany or any amendment or other change to the Company’s certificate of incorporation or bylaws, except if approved by Paramount and (E) any other change in the Company’s corporate structure or business.

Agreement to Vote. The Principal Stockholder hereby agrees that, from and after the date hereof and until Prior to the Termination Date (as defined in Section 18herein), each Stockholder irrevocably and unconditionally agrees that it shall at any meeting of the stockholders of the CompanyCompany (whether annual or special and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of the stockholders of the CompanyCompany (a) when a meeting is held, the Principal Stockholder shall appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting Covered Shares to be counted as present thereat for purposes the purpose of establishing a quorum, and respond to each request by the Principal Stockholder shall Company for written consent, if any and (b) vote (or consent), or cause to be voted) voted at such meeting (or act by written validly execute and return and cause such consent to be granted with respect to to), all of the Voting Covered 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, (ai) in favor of the Merger, the adoption of the Merger Agreement and any other matters necessary for consummation of the Merger and the approval of the terms thereof and each of the other actions transactions contemplated by in the Merger Agreement; Agreement and (bii) against (A) any Acquisition Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between the Company and any other Person (other than the Merger), and (C) any other action that is intended to, or could reasonably be expected to, to impede, delay interfere with, delay, postpone or prevent adversely affect the consummation Merger or any of the transactions contemplated by the Merger Agreement; and Agreement or this Agreement (c) against collectively, the “Covered Proposals”). Notwithstanding the foregoing, nothing in this Agreement shall require any Acquisition Proposal made by Stockholder to vote or otherwise consent to any person other than Buyer amendment to the Merger Agreement or the taking of any action that could result in the amendment, modification or a waiver of its Affiliatesa provision therein, in any such case, in a manner that decreases the amount or changes the form of the Merger Consideration. The Principal Stockholder hereby agrees that it will not enter into any voting or other similar agreement or understanding with any person or entity or grant a proxy or power of attorney Except as expressly set forth in this Section 1 with respect to the Shares prior Covered Proposals, Stockholders shall not be restricted from voting in favor of, against or abstaining with respect to the Termination Date (any other than a proxy or power of attorney matter presented to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange ActCompany.

Agreement to Vote. The Principal (a) Each Stockholder hereby agrees that, from and after the date hereof and until the Termination Date (as defined in Section 18), that at any each meeting of the stockholders of the CompanyCompany prior to Closing, however calledincluding each 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, or in connection with any written consent and each meeting of the stockholders of the CompanyCompany after the Closing (each such meeting, the Principal a “Stockholders Meeting”), (i) when each such Stockholder Meeting is held, such Stockholder shall appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting Shares Subject Stock beneficially owned by it to be counted as present thereat for purposes the purpose of establishing a quorum, and the Principal (ii) such Stockholder shall vote (or cause to be voted) or act by voted at each such Stockholder Meeting such Subject Stock in accordance with the written consent instruction of Buyer (provided, that, with respect to all any proposal to approve the FSC Investment Advisory Agreement, Buyer’s written instructions in respect of the Voting Shares FSC Investment Advisory Agreement shall be in favor of approval of such agreements and in respect of the election of the directors required to satisfy the BDC Governance Conditions shall be in favor of such election), (iii) such Stockholder shall vote in favor of any proposal to adjourn or postpone such meeting to a 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 Investment Company Act) of the Company and against the election of any directors that Buyer has notified such Stockholder in writing are beneficially owned by not acceptable to Buyer. For the Principal avoidance of doubt, each Stockholder or as to which shall retain at all times following the Principal Stockholder has, directly or indirectly, termination of this Agreement the right to vote any Subject Stock in such Stockholder’s sole discretion, and without any other limitation, on any matters that are at any time 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 entity or grant a proxy or power of attorney with respect from time to time presented for consideration to the Shares prior to holders of Company Common Stock following the Termination Date (other than a proxy or power termination of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Act.

Agreement to Vote. The Principal Stockholder hereby agrees that, from and after the date hereof and until Prior to the Termination Date (as defined in Section 18below), each Stockholder, solely in his, her or its capacity as a stockholder or proxy holder of the Company, irrevocably and unconditionally agrees to validly execute and deliver to the Company 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 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 Principal such Stockholder shall appear at each such meeting, in person or by proxy, or otherwise cause the Voting Shares to be counted as present thereat for purposes of establishing a quorumshall, and the Principal Stockholder shall vote (or cause to be voted) or act by written consent with respect to all each other holder 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 record 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 entity or grant a proxy or power of attorney with respect to the such Stockholder’s Voting Covered Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Act.:

Agreement to Vote. The Principal (a) Without in any way limiting Stockholder’s right to vote its Stockholder hereby agrees that, from and after the date hereof and until the Termination Date (as defined Securities in Section 18), at its sole discretion on any meeting of the stockholders other matters that may be submitted to a stockholder vote of the Company, however calledconsent or other approval, at every annual, special or in connection with any written consent of the stockholders other meeting of the Company’s stockholders called, and at every adjournment or postponement thereof, such Stockholder (in such Stockholder’s capacity as a holder of the Principal Stockholder Securities) shall, or shall cause the holder of record of such Stockholder’s Stockholders Securities on any applicable record date to, (i) appear at each such meeting, in person or by proxy, meeting or otherwise cause all of the Voting Shares Stockholder Securities of such Stockholder entitled to vote to be counted as present thereat for purposes of establishing calculating a quorum, quorum and the Principal Stockholder shall (ii) vote (or cause to be voted) or act by written consent with respect to all of the Voting Shares that are Stockholder Securities beneficially owned by the Principal Stockholder or as to which the Principal Stockholder has, directly or indirectly, the right and entitled to vote or direct the voting, (aA) in favor of (1) the adoption of the Merger Agreement and the approval of 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; Agreement and (c2) in favor of any proposal to adjourn or postpone such meeting of the Company’s stockholders 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 Acquisition Proposal made by any person other than Buyer action 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 entity or grant a proxy or power of attorney with respect to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of which the Company that may Board recommends voting against and which would reasonably be exercised solely expected to result in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent conditions to consummate the Merger set forth in lieu of a stockholders meeting or vote, if such consent or vote by the stockholders Article VI of the Company would Merger Agreement either not being satisfied or being materially impaired or delayed in being able to be inconsistent with or frustrate the purposes of the other covenants of the Principal Stockholder pursuant to this paragraph. As used in this Agreementsatisfied, "person" shall have the meaning specified in Sections 3(a)(9and (y) and 13(d)(3) of the Exchange Actany Acquisition Proposal.

Agreement to Vote. The Principal Subject to the terms of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that, from and after during the date hereof and until the Termination Date (as defined time this Agreement is in Section 18)effect, at any 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, such Stockholder shall, in each case to the Principal Stockholder shall fullest extent that such Stockholder’s Subject Shares are entitled to vote or consent thereon: (a) appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting all such Subject Shares to be counted as present thereat for purposes of establishing determining a quorum, ; and the Principal Stockholder shall (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) or act by a written consent with respect to to, all of the Voting its Subject 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; (bi) against any action Company Takeover Proposal, (ii) against any change in membership of the Company Board that is intended tonot recommended or approved by the Company Board, and (iii) against any other proposed action, agreement or could transaction involving the Company that would reasonably be expected to, to impede, delay interfere with, delay, postpone, adversely affect or prevent the consummation of the transactions contemplated by Offer, the Merger Agreement; and or the other Transactions, including (cx) 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 extraordinary corporate transaction, such as a merger, consolidation or other similar agreement or understanding with any person or entity or grant a proxy or power of attorney with respect to business combination involving the Shares prior to the Termination Date Company (other than the Merger); (y) a proxy sale, lease, license or power transfer of attorney to an officer a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote any reorganization, recapitalization or give instructions in any manner inconsistent with clause (a), (b) liquidation of the Company; or (cz) of any change in the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the stockholders present capitalization of the Company would be inconsistent with or frustrate any amendment or other change in the purposes of Company’s organizational documents. Subject to the Conditional Proxy (as defined below) granted under Section 1.3 below, each Stockholder shall retain at all times the right to vote such Stockholder’s Subject Shares in such Stockholder’s sole discretion, and without any other covenants of the Principal Stockholder pursuant to this paragraph. As used limitation, on any matters other than those set forth in this Agreement, "person" shall have Section 1.2 that are at any time or from time to time presented for consideration to the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange ActCompany’s stockholders generally.

Agreement to Vote. The Principal Stockholder hereby agrees that, from and after the date hereof and until the Termination Date (as defined in Section 1819), at any meeting of the stockholders of the Company, however called, or in connection with any written consent of the stockholders of the Company, the Principal Stockholder shall appear at each such meeting, in person or by proxy, or otherwise cause the Voting Shares to be counted as present thereat for purposes of establishing a quorum, and the Principal Stockholder 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 him or as to which the Principal Stockholder he 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 is intended towould result in a breach of any covenant, representation or could reasonably be expected to, impede, delay warranty or prevent the consummation any other obligation or agreement of the transactions contemplated by 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 Buyer Parent or any of its Affiliatesaffiliates. The Principal Stockholder hereby agrees that it he will not enter into any voting or other similar agreement or understanding with any person or entity or grant a proxy or power of attorney with respect to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 3 and except as provided in Section 3 4 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates his affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Act.

Agreement to Vote. The Principal Stockholder hereby agrees that, from and after the date hereof and until the Termination Date (as defined in Section 18)Investor shall, at any meeting of the stockholders of the Company, however called, or any adjournment or postponement thereof, or in connection with any written consent of the stockholders of the Company, the Principal Stockholder shall appear at each cause such meeting, in person or by proxy, or otherwise cause the Voting Owned Shares to be counted as present thereat for purposes of establishing a quorum, quorum and the Principal Stockholder shall be present (in person or by proxy) and vote or consent (or cause to be votedvoted or consented) or act by written consent with respect to all of such Owned Shares (i) in favor of the Voting Company Stockholder Approval (as defined in the Securities Purchase Agreement) and any actions reasonably required in furtherance thereof (provided, however, that none of the Initial Shares (as defined in the Securities Purchase Agreement) acquired by Investor (or an affiliate thereof) as part of the Initial Closing (as defined in the Securities Purchase Agreement) shall be voted in respect of this matter nor should such Owned Shares be considered present or represented by proxy at the Stockholders Meeting for purposes of this matter), (ii) against any other proposal that are beneficially owned by would reasonably be expected to impede, frustrate, prevent or nullify the Principal Stockholder Securities Purchase Agreement or as the transactions contemplated thereby, (iii) in favor of amending the Certificate of Incorporation of the Company to which increase the Principal Stockholder hassize of the Company Board to ten (10) directors, directly or indirectly(iv) in favor of the election of directors to the Company Board, (v) in favor of the ratification of the choice of the Company’s accountants, (vi) in favor of an increase in the authorized share capital of the Company of 40,000,000 shares of Common Stock and (vii) in favor of the approval of the Company’s employee stock incentive plan. The voting covenant set forth in this Section 1.1 and the proxy granted pursuant to Section 1.2 of this Agreement shall not be effective for any other purpose and Investor retains 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 entity or grant a proxy or power of attorney with respect to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the stockholders of the Company would be inconsistent with or frustrate the purposes of the all other covenants of the Principal Stockholder pursuant to this paragraph. As used in this Agreement, "person" shall have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Actmatters.

Agreement to Vote. The Principal Stockholder Holder hereby irrevocably and unconditionally agrees that, from and after the date hereof and until the Termination Date (as defined in Section 18), a) to vote at any meeting of the stockholders of the CompanyCompany (whether annual or special and whether or not an adjourned or postponed meeting however called and including any adjournment or postponement thereof), however called, or and in connection with any action by written consent resolution of the stockholders of the Company, all of Holder’s shares of Company Capital Stock and any other equity securities of the Principal Stockholder shall Company that Holder holds of record or beneficially as of the date of this Agreement or acquires record or beneficial ownership after the date hereof, including any securities convertible into or exercisable or exchangeable for shares of Company Capital Stock (collectively, the “Subject Company Equity Securities”), (i) in favor of the Company Proposals; (ii) to authorize and approve any amendment or amendments to the Company Certificate of Incorporation or other organizational documents of the Company that are reasonably necessary for purposes of effecting the transactions contemplated by the Merger Agreement and (iii) against, and withhold consent with respect to, (A) any change in the business, management or board of directors of the Company (other than in connection with the Merger Agreement and the Transactions) and (B) any other matter, action or proposal that would reasonably be expected to (x) result in a breach of any of the Company’s covenants, agreements or obligations under the Merger Agreement, (y) result in any of the conditions to the Closing set forth in Section 10.1 or Section 10.2 of the Merger Agreement not being satisfied or (z) impede, frustrate, prevent or nullify any provision of this Agreement or the Merger Agreement or any of the transactions contemplated hereby or thereby; and (b) if a meeting is held in respect of the matters set forth in clause (a), to appear at each such the meeting, in person or by proxy, or otherwise cause the Voting Shares all of Holder’s Subject Company Equity Securities to be counted as present thereat for purposes of establishing a quorum, and the Principal Stockholder 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 entity or grant a proxy or power of attorney with respect to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Act.

Agreement to Vote. The Principal Stockholder hereby agrees that, from and after (a) From the date hereof and until the Termination Date (as defined termination of this Agreement in accordance with Section 18)5.1, except to the extent waived in writing by GeoEye in its sole and absolute discretion, at any meeting of the stockholders of DigitalGlobe 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 DigitalGlobe Stockholders Meeting), however called, or at any adjournment thereof, or in connection with any written consent of the stockholders of DigitalGlobe or in any other circumstances upon which a vote, consent or other approval of all or some of the Companystockholders of DigitalGlobe is sought for the adoption of the Merger Agreement and approval of the Combination and the transactions contemplated by the Merger Agreement, the Principal Stockholder shall appear at each such meeting, in person or by proxy, or otherwise cause the Voting Shares agrees to be counted as present thereat for purposes of establishing a quorum, and the Principal Stockholder shall vote (or cause to be voted) or act by written consent with respect to all of the Voting Subject 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, (ai) in favor of adoption of the Merger Agreement and the Merger and the approval of the terms thereof Combination and each of the other actions transactions contemplated by the Merger Agreement; Agreement and this Agreement and any actions required in furtherance hereof or thereof and (bii) against any action that is intended to, or could reasonably be expected to, impede, delay or prevent the consummation of following actions (other than the Combination and the transactions contemplated by the Merger Agreement; ): (A) any DigitalGlobe Takeover Proposal (other than any DigitalGlobe Takeover Proposal that (x) did not result from a breach of Section 5.03(a) of the Merger Agreement, (y) that the DigitalGlobe Board or an authorized and empowered committee thereof determined in good faith, after consultation with its outside financial and legal advisors, constituted a Superior DigitalGlobe Proposal and (cz) against that results in a DigitalGlobe Adverse Recommendation Change); (B) any Acquisition Proposal made by any person other than Buyer reorganization, recapitalization, dissolution, liquidation or winding up of DigitalGlobe or any of its Affiliates. The Principal Stockholder hereby agrees that it will not enter into Subsidiaries; (C) any voting amendment of DigitalGlobe’s certificate of incorporation or other similar agreement or understanding with any person or entity or grant a proxy or power of attorney with respect to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and by-laws, except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) contemplated by the Merger Agreement; or (cD) of any other action or proposal involving DigitalGlobe that would reasonably be expected to prevent or materially impede, interfere with, delay, postpone or adversely affect the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote transactions contemplated by the 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 Merger Agreement, "person" shall have including the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange ActCombination.

Agreement to Vote. The Principal (a) Each Stockholder hereby agrees that, from and after the date hereof and until the Termination Date (as defined in Section 18), that at any each meeting of the stockholders of the CompanyCompany prior to Closing, however calledincluding each 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, or in connection with any written consent and each meeting of the stockholders of the CompanyCompany after the Closing (each such meeting, the Principal a “Stockholders Meeting”), (i) when each such Stockholder Meeting is held, such Stockholder shall appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting Shares Subject Stock beneficially owned by it to be counted as present thereat for purposes the purpose of establishing a quorum, and the Principal (ii) such Stockholder shall vote (or cause to be voted) or act by voted at each such Stockholder Meeting such Subject Stock in accordance with the written consent instruction of Buyer (provided, that, with respect to all any proposal to approve the FSFR Investment Advisory Agreement, Buyer’s written instructions in respect of the Voting Shares FSFR Investment Advisory Agreement shall be in favor of approval of such agreements and in respect of the election of the directors required to satisfy the BDC Governance Conditions shall be in favor of such election), (iii) such Stockholder shall vote in favor of any proposal to adjourn or postpone such meeting to a later date for lack of quorum or if there are insufficient votes to approve the FSFR 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 Investment Company Act) of the Company and against the election of any directors that Buyer has notified such Stockholder in writing are beneficially owned by not acceptable to Buyer. For the Principal avoidance of doubt, each Stockholder or as to which shall retain at all times following the Principal Stockholder has, directly or indirectly, termination of this Agreement the right to vote any Subject Stock in such Stockholder’s sole discretion, and without any other limitation, on any matters that are at any time 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 entity or grant a proxy or power of attorney with respect from time to time presented for consideration to the Shares prior to holders of Company Common Stock following the Termination Date (other than a proxy or power termination of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Act.

Agreement to Vote. The Principal Subject to the terms of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that, from and after during the date hereof and until the Termination Date (as defined time this Agreement is in Section 18)effect, at the Company Stockholder Meeting or 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, such Stockholder shall, in each case to the Principal Stockholder shall fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting all such Subject Shares to be counted as present thereat for purposes of establishing determining a quorum, ; and the Principal Stockholder shall (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) or act by a written consent with respect to to, all of the Voting its Subject 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, (ai) in favor of for adoption of the Merger Agreement and the Merger and for the approval of the terms thereof and each transactions contemplated thereby, including the First Merger, (ii) for any proposal to adjourn or postpone the Company Stockholder Meeting or such other meeting of the other actions contemplated by Company’s stockholders to a later date if there are not sufficient votes to adopt the Merger Agreement; , (biii) against any action or agreement that is intended to, or could would reasonably be expected toto (A) 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 (B) result in any of the conditions set forth in Annex A or in Article VII of the Merger Agreement not being satisfied on or before the End Date; (iv) against any change in the Company Board of Directors, (v) against any Company Takeover Proposal and against any other action, agreement or transaction involving the Company that is intended, or would reasonably be expected, to impede, delay interfere with, delay, postpone, adversely affect or prevent the consummation of the transactions contemplated by Offer or the Merger AgreementMergers or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Mergers); (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of the Company or any reorganization, recapitalization or liquidation of the Company; or (z) any change in the present capitalization of the Company or any amendment or other change to the Company Certificate or Company Bylaws; and (cvi) against in favor of any Acquisition Proposal made by other matter necessary to consummate the Transactions. Subject to the proxy granted under Section 1.2 below, each Stockholder shall retain at all times the right to vote the Subject Shares in such Stockholder’s sole discretion, and without any person other limitation, on any matters other than Buyer those set forth in this Section 1.1 that are at any time 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 entity or grant a proxy or power of attorney with respect from time to time presented for consideration to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a Company’s stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Actgenerally.

Agreement to Vote. The Principal Subject to the terms of this Agreement, the Stockholder hereby irrevocably and unconditionally agrees that, from and after the date hereof and until the Termination Date (as defined this Agreement is terminated in accordance with Section 18)5.2, at the Company Stockholder Meeting or 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 Principal Stockholder shall shall, in each case to the fullest extent that the Subject Shares are entitled to vote thereon: (a) appear at each such meeting, in person or by proxy, meeting or otherwise cause all of the Voting Subject Shares to be counted as present thereat for purposes of establishing determining a quorum, ; and the Principal Stockholder shall (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) or act by a written consent with respect to 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, Subject Shares: (ai) in favor of for adoption of the Merger Agreement and the Merger and for the approval of the terms thereof and each Transactions; (ii) for any proposal to adjourn or postpone the Company Stockholder Meeting or such other meeting of the other actions contemplated by Company’s stockholders to a later date if there are not sufficient votes to adopt the Merger Agreement; (biii) 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 the Stockholder contained in this Agreement; (iv) against any Company Takeover Proposal and or any other action, agreement or transaction involving the Company that is intended tointended, or could would reasonably be expected toexpected, to impede, delay interfere with, delay, postpone, adversely affect or prevent the consummation of the transactions contemplated by the Merger AgreementTransactions; and (cv) against in favor of any Acquisition Proposal made by other matter necessary to consummate the Transactions. Subject to the proxy granted under Section 1.2 below, the Stockholder shall retain at all times the right to vote the Subject Shares in the Stockholder’s sole discretion, and without any person other limitation, on any matters other than Buyer those set forth in this Section 1.1 that are at any time 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 entity or grant a proxy or power of attorney with respect from time to time presented for consideration to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a Company’s stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Actgenerally.

Agreement to Vote. The Principal Stockholder hereby agrees that, from and after the date hereof and until the Termination Date earlier of (as defined i) the time that the Company Stockholder Approval has been obtained and (ii) termination of this Agreement in accordance with Section 18)5.1, at any meeting of the stockholders of the CompanyCompany at which the approval and adoption of the Merger Agreement and the transactions contemplated thereby is to be voted upon, however called, or any adjournment or postponement thereof, the Stockholder shall be present (in connection with person or by proxy) and vote (or cause to be voted), to the extent entitled to vote thereon, all of its Owned Shares at such time (a) in favor of (i) approval and adoption of the Merger Agreement and the transactions contemplated thereby and (ii) any written consent proposal to adjourn or postpone any meeting of the stockholders of the Company to a later date if there are not sufficient votes to approve the adoption of the Merger Agreement on the date on which such meeting is held and (b) against (A) any Takeover Proposal, (B) any merger agreement or merger (other than the Merger Agreement), consolidation, combination, business transaction, sale of assets, reorganization, recapitalization, dissolution, liquidation or winding up of the Company, and (C) any amendment of the Principal Company’s organizational documents that, in the case of (B) or (C), would reasonably be expected to impair the ability of Parent or Merger Sub to complete the Merger, or that would reasonably be expected to prevent, impede, interfere with, delay, or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions under the Merger Agreement. Notwithstanding anything herein to the contrary, this Section 1.1 shall not require any Stockholder shall appear at each such meeting, to be present (in person or by proxy, ) or otherwise cause the Voting Shares to be counted as present thereat for purposes of establishing a quorum, and the Principal Stockholder shall vote (or cause to be voted) any of its Owned Shares to amend the Merger Agreement or act by written consent with respect to all take any action that could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (x) decreases the amount or changes the form of the Voting Shares that are beneficially owned by consideration or imposes any restrictions or additional conditions on the Principal Stockholder receipt of the consideration to the stockholders of the Company or as (y) is otherwise materially adverse to which the Principal Stockholder hasStockholder. Notwithstanding anything herein to the contrary, directly or indirectlyin the event there is a Company Adverse Recommendation Change due to an Intervening Event, the right to Stockholder shall vote or direct the voting, (a) in favor of Owned Shares for and against approval and adoption of the Merger Agreement and in the Merger and same proportion as the approval shares of the terms thereof and each of the other actions contemplated Company Common Stock owned 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 Persons 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 entity or grant a proxy or power of attorney with respect to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of Stockholders vote such shares at the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange ActStockholders Meeting.

Agreement to Vote. The Principal Stockholder Subject to the terms of this Agreement, each Shareholder hereby agrees that, from and after the date hereof and until the Termination Date (as defined valid termination of this Agreement in Section 18)accordance with its terms, at any annual or special meeting of the stockholders shareholders 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 shareholders of the Company, such Shareholder shall, in each case to the Principal Stockholder shall fullest extent that such Shareholder’s Subject Shares are entitled to vote or consent thereon: (a) appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting all such Subject Shares to be counted as present thereat for purposes of establishing determining a quorum, ; and the Principal Stockholder shall (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) or act by a written consent with respect to to, all of the Voting its Subject 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, (ai) in favor of (x) the adoption of the Merger Purchase Agreement and, without limitation, any amended and restated Purchase Agreement or amendment to the Merger Purchase Agreement (other than amendments that automatically terminate this Agreement under Section 5.2(c)), and approving any other matters necessary for the approval consummation of the terms thereof Transactions, and each (y) any proposal to adjourn or postpone any such meeting of the other actions contemplated by Shareholders to a later date if there are not sufficient votes to adopt the Merger Purchase Agreement; , (bii) against any action Acquisition Proposal, (iii) against any change in membership of the Company Board that is intended tonot recommended or approved by the Company Board, and (iv) against any other proposed action, agreement or could transaction involving the Company that would reasonably be expected to, to impede, delay interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer, the Transactions, the Compulsory Redemption or the other transactions contemplated by the Merger Agreement; and hereby, including (c) against any Acquisition Proposal made by any person in each case, other than Buyer or the Transaction) (x) any of its Affiliates. The Principal Stockholder hereby agrees that it will not enter into any voting extraordinary corporate transaction, such as a merger, consolidation or other similar agreement business combination involving the Company; (y) a sale, lease, license or understanding with any person or entity or grant transfer of a proxy or power material amount of attorney with respect to assets (including, for the Shares prior to the Termination Date (other than a proxy or power avoidance of attorney to an officer doubt, intellectual property rights) of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote any reorganization, recapitalization or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the stockholders liquidation of the Company would be inconsistent with or frustrate any dividends on, or redemptions of, the purposes Company’s equity interests; or (z) any material change in the present capitalization of the Company or any amendment or other covenants of change in the Principal Stockholder pursuant Company’s organizational documents. Each Shareholder shall retain at all times the right to this paragraph. As used vote such Shareholder’s Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters other than those set forth in this Agreement, "person" shall have Section 1.3 that are at any time or from time to time presented for consideration to the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange ActCompany’s shareholders generally.

Agreement to Vote. The Principal Subject to the terms and conditions hereof, each Stockholder hereby irrevocably and unconditionally agrees that, from and after the date hereof and until the Termination Date (as defined in Section 18)Date, at any meeting of the stockholders holders of the CompanyCompany common stock, however called, or in connection with any written consent of the stockholders holders of the CompanyCompany common stock, the Principal such Stockholder shall (x) appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting all of such Stockholder’s Shares to be counted as present thereat for purposes of establishing calculating a quorumquorum and respond to any other request by the Company or Parent for written consent, if any, and (y) to the Principal extent such Stockholder shall has the ability to do so as set forth on Schedule A attached hereto, vote (or cause to be voted) or act by written consent with respect to all of the Voting such Stockholder’s 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, (ai) 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; Agreement and this Agreement and (bii) except as otherwise agreed to in writing in advance by the Company and Parent, against any action that is intended to, or could reasonably be expected to, impede, delay or prevent the consummation of following actions (other than the Merger and the transactions contemplated by the Merger Agreement; and ): (cA) against any Acquisition Takeover Proposal made by any person (other than Buyer a Superior Proposal); (B) any other action involving the Company or its subsidiaries which has the effect of impeding, interfering with, delaying, postponing, or impairing (I) the ability of the Company to consummate the Merger on or prior to the Outside Date or (II) the Transactions or (C) any action or agreement that would reasonably be expected to result in any condition to the consummation of its Affiliatesthe Merger set forth in Article VI of the Merger Agreement not being fulfilled on or prior to the Outside Date. The Principal Each such Stockholder hereby agrees that it will shall not enter into any voting or other similar agreement or understanding with any person or entity or grant a proxy or power of attorney with respect to the Shares prior to the Termination Date (other than a proxy or power termination of attorney this Agreement to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent herewith. Except as set forth in this Section 1, such Stockholder shall not be restricted from voting in favor of, against or abstaining with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not respect to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by matter presented to the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange ActCompany.

Agreement to Vote. The Principal Stockholder hereby agrees that, from and after the date hereof and until Prior to the Termination Date (as defined in Section 18herein), each Shareholder irrevocably and unconditionally agrees that such Shareholder shall at any meeting of the stockholders shareholders of the CompanyCompany (whether annual or special and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of the stockholders shareholders of the CompanyCompany (a) when a meeting is held, the Principal Stockholder shall appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting Covered Shares owned at the time of the record date for such meeting to be counted as present thereat for purposes the purpose of establishing a quorum, and respond to each request by the Principal Stockholder shall Company for written consent, if any; and (b) vote (or consent), or cause to be voted) voted at such meeting (or act by written validly execute and return and cause such consent to be granted with respect to to), all Covered Shares owned at the time 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) record date for such meeting in favor of (A) the Merger, the approval of the Merger Agreement and any other matters necessary for consummation of the Merger and the other transactions contemplated in the Merger Agreement (whether or not recommended by the Company Board) and (B) any proposal to adjourn or postpone the Company Shareholders Meeting to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which the Company Shareholders Meeting is held and the Merger and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement; (bii) against (A) any Acquisition Proposal or Alternative Acquisition Agreement, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between the Company and any other Person (other than the Merger), (C) any other action that is intended to, or could reasonably be expected to, to impede, delay interfere with, delay, postpone, discourage or prevent adversely affect the consummation of the Merger or any of the transactions contemplated by the Merger Agreement; and (c) against any Acquisition Proposal made by any person other than Buyer Agreement or this Agreement or any transaction that results in a breach in any material respect of its Affiliates. The Principal Stockholder hereby agrees that it will not enter into any voting covenant, representation or warranty or other similar obligation or agreement or understanding with any person or entity or grant a proxy or power of attorney with respect to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 under the Merger Agreement, and except as provided in Section 3 below(D) any resolution, agreement or vote proposal to solicit, initiate, endorse, encourage, facilitate, enter into, or give instructions otherwise participate in any manner inconsistent discussions or negotiations with clause (a)any Person regarding, (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 foregoing items specified in this Agreement, "person" shall have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Actclause (ii).

Agreement to Vote. The Principal Stockholder hereby agrees that, from and after the date hereof and until Prior to the Termination Date (as defined in Section 18herein), each Quintiles Shareholder irrevocably and unconditionally agrees that it shall, at any meeting of the stockholders shareholders of the CompanyQuintiles (whether annual or special and whether or not an adjourned or postponed meeting), however called, or in connection with any action proposed to be taken by written consent of the stockholders shareholders of the CompanyQuintiles (a) when a meeting is held, the Principal Stockholder shall appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting Covered Shares to be counted as present thereat for purposes the purpose of establishing a quorum, and the Principal Stockholder shall respond to each request by Quintiles for written consent, if any, and (b) vote (or consent), or cause to be voted) voted at such meeting (or act by written validly execute and return and cause such consent to be granted with respect to to), all of the Voting Covered 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, (ai) in favor of the adoption of the Merger Agreement and any other matter that is required to facilitate the Merger and the approval of the terms thereof and each of and/or the other actions transactions contemplated by the Merger Agreement; , including the Governance Matters, and (bii) against (A) any action Acquisition Proposal with respect to Quintiles (a “Quintiles Acquisition Proposal”), (B) any other action, agreement or proposal that is intended to, or could reasonably be expected to, to impede, delay interfere with, delay, postpone, frustrate, prevent, nullify or prevent adversely affect the consummation Merger or any of the transactions contemplated by the Merger Agreement; Agreement or this Agreement or change in any manner the voting rights of any class of the capital stock of Quintiles, (C) any change in the present capitalization or dividend policy of Quintiles or any amendment or other change to Quintiles’s articles of incorporation or bylaws, except the Governance Matters or if approved by IMS Health, and (cD) against any Acquisition Proposal made by any person other than Buyer change in Quintiles’s corporate structure or any of its Affiliatesbusiness. The Principal Stockholder hereby agrees In the event that it will not enter into any voting or other similar agreement or understanding with any person or entity or grant a such Quintiles Shareholder’s proxy or power of attorney has been granted to IMS Health pursuant to Section 2(a), such Quintiles Shareholder shall have no obligations under this Section 1 with respect to the Shares prior meeting of the shareholders of Quintiles for which such proxy has been granted. Except as explicitly set forth in this Section 1, nothing in this Agreement shall limit the right of each Quintiles Shareholder to the Termination Date vote (other than a including by proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, andwritten consent, if applicable) in favor of, not against or abstain with respect to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the stockholders of the Company would be inconsistent with or frustrate the purposes of the other covenants of the Principal Stockholder pursuant matters presented to this paragraph. As used in this Agreement, "person" shall have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange ActQuintiles’s shareholders.

Agreement to Vote. The Principal (a) Stockholder hereby irrevocably and unconditionally agrees that, from and after during the date hereof and until the Termination Date (as defined in Section 18)term of this Agreement, at the 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 CompanyCompany (the date of the taking of any such action being an applicable “Determination Date”), Stockholder shall, in each case, to the Principal Stockholder shall 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 by proxy, meeting or otherwise cause the Voting Stockholder’s Covered Company Shares to be counted as present thereat for purposes of establishing calculating a quorum, ; and the Principal Stockholder shall (ii) vote (or cause to be voted), in person or by proxy, or if applicable deliver (or cause to be delivered) or act by a written consent with respect to covering, all of the Voting Stockholder’s Covered Company 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, (aA) 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; (B) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval of the Merger Agreement and the Merger and transactions contemplated thereby, including the approval of the terms thereof and each of the other actions contemplated by the Merger AgreementMerger; (bC) against any Acquisition Proposal (including any Superior Proposal and other than the Merger); and (D) against any other agreement, transaction, action or omission that is intended to, or could would reasonably be expected to, impede, delay interfere with, delay, postpone, discourage, frustrate the purposes of or prevent adversely affect the consummation of Mergers or the other transactions contemplated by the Merger Agreement; and (c) against any Acquisition Proposal made Agreement or this Agreement or the performance by any person other than Buyer or any the Company of its Affiliates. The Principal obligations under the Merger Agreement or by Stockholder hereby agrees that it will not enter into any voting or other similar agreement or understanding with any person or entity or grant a proxy or power of attorney with respect to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 its obligations under this Agreement, "person" shall have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Act.

Agreement to Vote. The Principal Stockholder hereby agrees that, from and after From the date hereof and until the earlier of the Termination Date (as defined in Section 18)below) or the receipt of the Company Shareholder Approval, each Shareholder irrevocably and unconditionally agrees that it shall at any meeting of the stockholders shareholders of the CompanyCompany (whether annual, special or otherwise and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of the stockholders shareholders of the Company, the Principal Stockholder shall however proposed: (a) when a meeting is held, appear at each such meeting, in person or by proxy, meeting or otherwise cause its Covered Shares that are owned by such Shareholder as of the Voting Shares date of such meeting to be counted as present thereat for purposes the purpose of establishing a quorum, and when a written consent is proposed, respond to each request by the Principal Stockholder shall Company for written consent, and (b) vote (or consent, or cause to be voted) voted at such meeting or act by written cause such consent to be granted with respect to to, all of the Voting Covered Shares that are beneficially owned by such Shareholder as of the Principal Stockholder date of such meeting or as to which the Principal Stockholder has, directly or indirectly, the right to vote or direct the voting, consent (ai) in favor of the Merger and the adoption of the Merger Agreement and the Statutory Merger Agreement (each as they may be amended from time to time), and the approval in favor of the terms thereof and each of the other actions transactions contemplated by the Merger Agreement; Agreement and the Statutory Merger Agreement of which approval of the Company’s shareholders is solicited, and (bii) against (A) any action proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between or involving the Company and any other Person that is intended to, or could would reasonably be expected toto impede, impedeinterfere with, delay or prevent postpone or adversely affect in any material respect the consummation of the Merger or any other transactions contemplated by the Merger Agreement; and , the Statutory Merger Agreement or this Agreement, (cB) against any Acquisition Proposal made by other action that would be reasonably likely to result in any person conditions to the consummation of the Merger under the Merger Agreement not being fulfilled, (C) any amendment or other than Buyer change to the Company Memorandum of Association or Company Bye-laws that would reasonably be expected to impede, interfere with, delay, postpone or adversely affect in any material respect the Merger or any of its Affiliates. The Principal Stockholder hereby agrees the other transactions contemplated by the Merger Agreement, the Statutory Merger Agreement or this Agreement, and (D) any other material change in the Company’s corporate structure or business that it will not enter into any voting would reasonably be expected to impede, interfere with, delay or other similar agreement postpone or understanding with any person or entity or grant a proxy or power of attorney with respect to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions adversely affect in any manner inconsistent with clause (a), (b) material respect the Merger or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote other transactions contemplated by the stockholders of Merger Agreement or 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 Statutory Merger Agreement, "person" shall have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Act.

Agreement to Vote. The Principal Subject to the terms and conditions hereof, each Contributing Stockholder hereby irrevocably and unconditionally agrees that, for the benefit of the Company (in respect of Sections 2.01(A) and 2.01(B) but not Section 2.01(C), 2.01(D), 2.01(E) or 2.01(F)) and Parent, from and after the date hereof and until the Termination Date earliest to occur of (as defined i) the Effective Time, (ii) the termination of the Merger Agreement in Section 18accordance with its terms, and (iii) the written agreement of Parent and the Company to terminate this Agreement (such earliest occurrence being the “Expiration Time”), at any meeting of the stockholders (whether annual or special, and at each adjourned or postponed meeting) of the Company’s stockholders, however called, or in connection with any other circumstances upon which a vote or other consent or approval (including a written consent of the stockholders of the Companyconsent) is sought (any such meeting or other circumstance, the Principal a “Contributing Stockholder’s Meeting”), each Contributing Stockholder shall will (y) appear at each such meeting, in person or by proxy, a meeting or otherwise cause all of such Contributing Stockholder’s Shares Beneficially Owned by such Contributing Stockholder as of the Voting Shares relevant time (“Owned Shares”) to be counted as present thereat for purposes of establishing calculating a quorumquorum and respond to any other request by the Company for written consent, and the Principal Stockholder shall vote if any, and, (z) vote, or cause to be voted) or act by written consent with respect to all of the Voting , its Owned 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, (aA) in favor of the adoption of the Merger Agreement and the Merger and approval of the transactions contemplated thereby, including the Merger, (B) in favor of the approval of any other matter to be approved by the terms thereof and each stockholders 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 Company to facilitate the transactions contemplated by the Merger Agreement; and , including the Merger, (cC) against any Company Acquisition Proposal or any transaction contemplated by such Company Acquisition Proposal, (D) against any proposal made by in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the adoption thereof or the consummation thereof, including any person amendment of the Company’s organizational documents or other than Buyer proposal or transaction involving the Company or any of its Affiliates. The Principal Stockholder hereby agrees that it will not enter into any voting Subsidiaries which amendment or other similar proposal or transaction would in any manner impede, interfere with, materially delay, frustrate, prevent or nullify or result in a breach of any representation or warranty, covenant, agreement or understanding with other obligation of the Company or any person of its Subsidiaries under or entity or grant a proxy or power of attorney with respect to the Shares prior to Merger Agreement or any of the Termination Date transactions contemplated hereby or thereby, (E) against any extraordinary dividend, distribution or recapitalization by the Company or change in the capital structure of the Company (other than a proxy pursuant to or power of attorney as explicitly permitted by the Merger Agreement) and (F) against any action or agreement that would reasonably be expected to an officer result in any condition to the consummation of the Company that may be exercised solely Merger set forth in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) Article VIII of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, Merger Agreement not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Actbeing fulfilled.

Agreement to Vote. The Principal Subject to the terms and conditions hereof, such Stockholder hereby irrevocably and unconditionally agrees that, that from and after the date hereof and until the Termination Date earliest to occur of (as defined in Section 18i) the Effective Time; and (ii) the termination of this Agreement (such earliest occurrence being the “Expiration Time”), at any meeting of the stockholders (whether annual or special, and at each adjourned or postponed meeting) of the Company’s stockholders, however called, or in connection with any other circumstances (including any action sought by written consent (provided that nothing contained herein shall require the Company or the Stockholders to seek a written consent)) upon which a vote or other consent or approval is sought relating to any of the stockholders of matters set forth in clause (z) below (any such meeting or other circumstance, a “Stockholder’s Meeting”), such Stockholder will (y) appear, unless otherwise expressly consented to in writing by the CompanyPurchaser Parties, the Principal Stockholder shall appear in their sole and absolute discretion, at each such a meeting, in person or by proxy, or at such Stockholder’s option otherwise cause the Voting its Owned Shares to be counted as present thereat there at, for purposes of establishing calculating a quorumquorum and respond to any other request by the Company for written consent, if any, and the Principal Stockholder shall vote (z) vote, or cause to be voted) or act voted (including by written consent with respect to consent, if applicable) all of the Voting Shares that are beneficially owned Beneficially Owned by such Stockholder and over which such Stockholder has voting control as of the Principal Stockholder or as to which the Principal Stockholder has, directly or indirectlyrelevant time (collectively, the right to vote or direct the voting, “Owned Shares”) (aA) in favor of the adoption of the Merger Agreement and (whether or not recommended by the Merger Company Board or any committee thereof) and the approval of the terms thereof and each transactions contemplated thereby, including the Merger, (B) in favor of the approval of any other actions contemplated matter to be approved by the Merger Agreement; (b) against any action that is intended to, or could reasonably be expected to, impede, delay or prevent stockholders of the consummation of Company to facilitate the transactions contemplated by the Merger Agreement; and , including the Merger but excluding the Asset Sales, (cC) against any Acquisition Takeover Proposal made by any person other than Buyer or any of its Affiliates. The Principal Stockholder hereby agrees transaction contemplated by such Takeover Proposal, and (D) against any action or agreement that it will not enter into would reasonably be expected to result in any voting or other similar agreement or understanding with any person or entity or grant a proxy or power of attorney with respect condition to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer consummation of the Company that may be exercised solely Merger set forth in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) Article VI of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, Merger Agreement not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Actbeing fulfilled.

Agreement to Vote. The Principal Stockholder hereby agrees that, from From and after the date hereof and until the Termination Date (as defined termination of this Agreement in accordance with Section 18)3, at any meeting of the Parent’s stockholders of the Company(or any adjournment or postponement thereof), however called, or in connection with any action proposed to be taken by written consent of the stockholders of the CompanyParent, the Principal Stockholder shall agrees to take the following actions (or to cause the applicable record holder of its Covered Shares to take the following actions): (a) appear and be present (in accordance with the Bylaws of Parent) at each such meeting, in person or by proxy, meeting of Parent’s stockholders or otherwise cause the Voting its Covered Shares to be counted as present thereat for purposes of establishing calculating a quorum, and the Principal Stockholder 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 to affirmatively vote and cause to be voted all of its Covered Shares in favor of (“for”), or, if action that is intended toto be taken by written consent in lieu of a meeting of Parent’s stockholders, or could reasonably be expected todeliver to Parent a duly executed affirmative written consent in favor of (“for”), impede, delay or prevent the consummation 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) against to vote or cause to be voted all of its Covered Shares against, and not provide any Acquisition written consent with respect to (i) any Takeover Proposal made by and (ii) any person action, proposal, transaction or agreement that is intended to or would (1) result in a breach in any material respect of any covenant, representation or warranty or any other than Buyer obligation or agreement of Parent under the Merger Agreement or of the Stockholder under this Agreement, (2) impede, interfere with, delay, postpone, discourage or adversely affect the timely consummation of the Merger or any of its Affiliatesthe other transactions expressly contemplated by the Merger Agreement or this Agreement or (3) change in any manner the voting rights of any class of shares of Parent (including any amendments to Parent’s charter or Bylaws). The Principal Stockholder hereby agrees that it will not enter into any voting or other similar agreement or understanding with any person or entity or grant a proxy or power of attorney Notwithstanding the foregoing, the obligations in this Section 1 shall only apply with respect to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 belowA) or vote or give instructions in any manner inconsistent with clause sub-sections (a), ) and (b) to the extent that the Supported Matters are submitted for a vote at any such meeting or are the subject of any such written consent and (B) sub-section (c) of to the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit extent that any Takeover Proposal or any of the Principal Stockholder's Affiliates to, matters contemplated by Section 1(c)(ii) are submitted for a vote or execute at any written consent in lieu of a stockholders such meeting or vote, if are the subject of any such consent written consent. The Stockholder shall not take or vote by the stockholders of the Company would be commit or agree to take any action 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Actforegoing.

Agreement to Vote. The Principal Subject to the terms and conditions hereof, the Stockholder hereby irrevocably and unconditionally agrees that, from and after the date hereof and until the Termination Date (as defined in Section 18)Date, at any meeting of the stockholders holders of the CompanyParent Common Stock, however called, or in connection with any written consent of the stockholders holders of the CompanyParent Common Stock, the Principal such Stockholder shall (i) appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting all of such Stockholder’s Shares to be counted as present thereat for purposes of establishing calculating a quorumquorum and respond to any other request by the Company or Parent for written consent, if any, and the Principal Stockholder shall (ii) vote (or cause to be voted) such Stockholder’s Shares or act by written consent with respect to all of the Voting Shares that are beneficially owned by the Principal Stockholder or grant consent, as to which the Principal Stockholder has, directly or indirectly, the right to vote or direct the voting, applicable (ax) in favor of adoption (A) 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; (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; , including without limitation the Parent Share Issuance and the Asset Contribution, (B) the amendments to Parent's certificate of incorporation in the form and setting forth the substance recommended to the Stockholder by the Parent Board, (C) the election to the Parent Board of the individuals specified on Section 6.3 of the Company Disclosure Letter and the removal from the Parent Board (to the extent any such individuals have not previously resigned or been removed) of any individuals not specified on Section 7.3(g) of the Company Disclosure Letter as being a member of the Parent Board immediately following the Effective Time and (cD) any other Parent Proposals and any other matter that is required to facilitate the consummation of the Merger and the other transactions contemplated by the Merger Agreement, including without limitation any adjournment or postponement of such meeting, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes at the time of such meeting to approve the adoption of the Merger, and (y) against (1) any Acquisition Proposal Parent Takeover Proposal, (2) any proposal made by in opposition to or in competition with the Merger, or which would result in a breach of the Merger Agreement, or (3) any person other than Buyer action involving Parent or any Subsidiary of its AffiliatesParent that would reasonably be expected to have the effect of impeding, materially interfering with, materially delaying, materially postponing, or otherwise impairing the ability of Parent to consummate the Merger. The Principal Subject to the terms and conditions hereof, the Stockholder hereby agrees that it will shall not enter into any voting or other similar agreement or understanding with any person or entity or grant a proxy or power of attorney with respect Person prior to the Shares termination of this Agreement to vote in any manner inconsistent herewith. Subject to the terms and conditions hereof, the obligations of the Stockholder specified in this Section 1(a) shall not be affected by the commencement, public proposal, public disclosure or communication to Parent of any Parent Takeover Proposal prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Act.

Agreement to Vote. The Principal Stockholder hereby agrees that, from and after (a) Unless this Agreement shall have terminated pursuant to Section 4.2 (the date hereof and until of such termination, the “Termination Date (as defined in Section 18Date”), at any every meeting of the stockholders holders of Company Stock (the Company“Company Stockholders”), however called, and at every adjournment or in connection with postponement thereof, Stockholder shall, or shall cause the holder of record on any written consent of the stockholders of the Companyapplicable record date to, the Principal Stockholder shall appear at each such meeting, be present (in person or by proxy, or otherwise cause the Voting Shares to be counted as present thereat for purposes of establishing a quorum, ) and the Principal Stockholder shall vote (or cause consent to be votedvoted by proxy) or act by written consent with respect to all of the Voting Stockholder’s Subject 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 (i) adoption of the Merger Agreement, (ii) approval of any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the adoption of the Merger Agreement and on the Merger and the approval date on which such meeting is held or (iii) any other matter considered at any such meeting of the terms thereof and each Company Stockholders which the Company Board has (A) determined is necessary for the consummation of the Merger, (B) disclosed in the Joint Proxy Statement/Prospectus or other actions contemplated by written materials distributed to all Company Stockholders and (C) recommended that the Merger AgreementCompany Stockholders adopt; and (b) against (i) any action that is intended to, amendment to the Company’s certificate of incorporation or could reasonably be expected to, bylaws or any other proposal which would in any material respect impede, delay interfere with or prevent the consummation of the transactions contemplated by Merger, (ii) any Company Acquisition Proposal, or (iii) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Stockholder under this Agreement (collectively, the “Covered Proposals”). Notwithstanding the foregoing, (x) nothing in this Agreement shall require any Stockholder to vote or otherwise consent to any amendment to the Merger Agreement; Agreement or the taking of any action that could result in the amendment, modification or a waiver of a provision therein, in any such case, in a manner that (i) imposes any material restrictions or additional material conditions on the consummation of the Merger or the payment of the Merger Consideration to Company Stockholders or (ii) extends the Outside Date, and (cy) 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 entity or grant a proxy or power of attorney except as expressly set forth in this Section 1.1 with respect to the Shares prior Covered Proposals, Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange ActStockholders.

Agreement to Vote. The Principal Stockholder hereby Shareholder agrees that, from during the time this Agreement is in effect, he shall, and after the date hereof and until the Termination Date (as defined in Section 18)shall cause any other holder of record of any Covered Shares to, at any meeting of the stockholders shareholders of the Company, however called, Company (whether annual or special and whether or not an adjourned or postponed meeting) or in connection with any written other circumstances upon which a vote, consent or other approval of the stockholders shareholders of the CompanyCompany is sought (i) when such a meeting of shareholders is held, the Principal Stockholder shall appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting Covered Shares to be counted as present thereat for purposes the purpose of establishing a quorum, and respond to each request by the Principal Stockholder shall Company for written consent, if any, (ii) vote (or cause to be voted) at such meeting (or act by written validly execute and return and cause such consent to be granted with respect to to) all of the Voting Covered 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 , including the Plan of Merger, and any action that is intended to, or could reasonably be expected to, impede, delay or prevent the consummation proposal in furtherance of the transactions contemplated Contemplated Transactions, if a vote, consent or other approval (including by the Merger Agreement; written consent) with respect thereto is sought, and (ciii) vote (or cause to be voted) at such meeting (or validly execute and return and cause such consent to be granted with respect to) all Covered Shares against any Acquisition Proposal made by and any person other than Buyer action that would reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any of its Affiliates. The Principal Stockholder hereby agrees that it will not enter into the other Contemplated Transactions or result in a breach in any voting material respect of any covenant, representation or warranty or other similar obligation or agreement of the Company under the Merger Agreement, if a vote, consent or understanding other approval (including by written consent) with any person respect thereto is sought. Except as set forth in this Section 1, the Shareholder shall not be restricted from voting in favor of, against or entity or grant a proxy or power of attorney abstaining with respect to the Shares prior any matter presented to the Termination Date (other than a proxy or power of attorney to an officer shareholders of the Company that may be exercised solely Company. In addition, nothing in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) Agreement shall limit the right of the preceding sentence. The Principal Stockholder hereby agrees, during Shareholder to vote any Covered Shares in connection with the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any election of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Actdirectors.

Agreement to Vote. The Principal Subject to the terms of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that, from and after during the date hereof and until the Termination Date (as defined time this Agreement is in Section 18)effect, at any 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, such Stockholder shall, in each case to the Principal Stockholder shall fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting all such Subject Shares to be counted as present thereat for purposes of establishing determining a quorum, ; and the Principal Stockholder shall (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) or act by a written consent with respect to to, all of its Subject Shares (i) against any action or agreement that is intended or would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Voting Shares that are beneficially owned by Company contained in the Principal Merger Agreement, or of any Stockholder contained in this Agreement, or as to which (B) result in any of the Principal Stockholder has, directly conditions set forth in Article VII or indirectly, the right to vote or direct the voting, (a) in favor of adoption Exhibit A of the Merger Agreement and not being satisfied on or before the Merger and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement; Outside Date, (bii) against any action Company Takeover Proposal, (iii) against any change in membership of the Company Board, (iv) against any other proposed action, agreement or transaction involving the Company that is intended tointended, or could would reasonably be expected toexpected, to impede, delay interfere with, delay, postpone, adversely affect or prevent the consummation of the transactions contemplated by Offer, the Merger Agreementor the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Merger); (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of the Company or any reorganization, recapitalization or liquidation of the Company; or (z) any change in the present capitalization of the Company or any amendment or other change in the Company’s organizational documents; and (cv) against in favor of any Acquisition Proposal made by other matter necessary to the consummation of the Offer, the Merger and the other Transactions. Subject to the proxy granted under Section 1.3 below, each Stockholder shall retain at all times the right to vote such Stockholder’s Subject Shares in such Stockholder’s sole discretion, and without any person other limitation, on any matters other than Buyer those set forth in this Section 1.2 that are at any time 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 entity or grant a proxy or power of attorney with respect from time to time presented for consideration to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a Company’s stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Actgenerally.

Agreement to Vote. The Principal Stockholder hereby agrees that, from and after the date hereof and until Prior to the Termination Date (as defined in Section 18herein), each Shareholder irrevocably and unconditionally agrees that it shall at any meeting of the stockholders Shareholders of the CompanyCompany (whether annual or special and whether or not an adjourned or postponed meeting), however called, or in connection with any action by written consent of the stockholders shareholders of the CompanyCompany (x) when a meeting is held, the Principal Stockholder shall appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting Covered Shares to be counted as present thereat for purposes the purpose of establishing a quorum, and respond to each request by the Principal Stockholder shall Company for written consent, if any, and (y) vote (or 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 Covered Shares (to the extent such Covered Shares may 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, (ai) in favor of adoption the Merger, the approval of the Merger Agreement and the terms thereof and any other matters necessary for consummation of the Merger and the approval other transactions contemplated in the Merger Agreement (whether or not recommended by the Company Board), and (ii) against (A) any Acquisition Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between the Company and any other Person (other than the Merger), (C) any action or agreement that would reasonably be expected to result in any condition to the consummation of the terms thereof and each Merger set forth in Article 6 of the Merger Agreement not being fulfilled, (D) any other actions contemplated by the Merger Agreement; (b) against any action that is intended to, or could reasonably be expected to, to impede, delay interfere with, delay, postpone or prevent adversely affect the consummation of Merger or the other transactions contemplated by the Merger Agreement; and Agreement or (cE) against any Acquisition Proposal made by any person other than Buyer change in the present capitalization or dividend policy of the Company or any of its Affiliates. The Principal Stockholder hereby agrees that it will not enter into any voting amendment or other similar agreement change to the Company’s certificate of incorporation or understanding with bylaws, except if approved by Parent (collectively, the “Covered Proposals”). Notwithstanding the foregoing, nothing in this Agreement shall require any person Shareholder to vote or entity otherwise consent to any amendment to the Merger Agreement or grant the taking of any action that could result in the amendment, modification or a proxy waiver of a provision therein, in any such case, in a manner that decreases the amount or power changes the form of attorney the Merger Consideration. Except as expressly set forth in this Section 1 with respect to the Shares prior Covered Proposals, Shareholders shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the Termination Date (other than a proxy or power of attorney to an officer shareholders of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange ActCompany.

Agreement to Vote. The Principal Subject to the terms of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that, from and after during the date hereof and until the Termination Date (as defined time this Agreement is in Section 18)effect, at any 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, such Stockholder shall, in each case to the Principal Stockholder shall fullest extent that such Stockholder’s Subject Securities are entitled to vote thereon: (a) appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting Shares all such Subject Securities to be counted as present thereat for purposes of establishing determining a quorum, ; and the Principal Stockholder shall (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) or act by a written consent with respect to to, all of his or its Subject Securities (i) against any action or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation of the Voting Shares that are beneficially owned by Company contained in the Principal Merger Agreement, or of any Stockholder contained in this Agreement, or as to which (B) result in any of the Principal Stockholder has, directly conditions set forth in Article VIII or indirectly, the right to vote or direct the voting, (a) in favor of adoption Annex I of the Merger Agreement and not being satisfied on or before the Merger and the approval of the terms thereof and each of the other actions contemplated by the Merger AgreementOutside Date; (bii) against any action change in the membership of the Company Board and (iii) against any Takeover Proposal and against any other action, agreement or transaction involving the Company that is intended tointended, or could would reasonably be expected toexpected, to impede, delay interfere with, delay, postpone or prevent the consummation of the transactions contemplated Offer or the Merger, including (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Merger), (B) any sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights, but excluding for the avoidance of doubt, any licenses of intellectual property rights permitted by the terms of 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 entity or grant a proxy or power of attorney with respect to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely or any reorganization, recapitalization or liquidation of the Company, or (C) any amendment to the Company Certificate of Incorporation or Company Bylaws. Subject to the proxy granted under Section 1.3, each Stockholder shall retain at all times the right to vote such Stockholder’s Subject Securities in accordance with such Stockholder’s sole and absolute discretion, and without any other limitation, on any matters other than those expressly set forth in this Section 2 and except as provided in Section 3 below) 1.2 that are at any time or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of from time to time presented for consideration to the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a Company’s stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Actgenerally.

Agreement to Vote. The Principal Stockholder hereby agrees that, from and after From the date hereof and until the earlier of the Termination Date (as defined in Section 18)below) or the receipt of the Company Shareholder Approval, Marubeni irrevocably and unconditionally agrees that it shall at any meeting of the stockholders shareholders of the CompanyCompany (whether annual, special or otherwise and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of the stockholders shareholders of the Company, the Principal Stockholder shall however proposed: (a) when a meeting is held, appear at each such meeting, in person or by proxy, meeting or otherwise cause its Covered Shares that are owned by Marubeni as of the Voting Shares date of such meeting to be counted as present thereat for purposes the purpose of establishing a quorum, and when a written consent is proposed, respond to each request by the Principal Stockholder shall Company for written consent, and (b) vote (or consent, or cause to be voted) voted at such meeting or act by written cause such consent to be granted with respect to to, all of the Voting Covered Shares that are beneficially owned by Marubeni as of the Principal Stockholder date of such meeting or as to which the Principal Stockholder has, directly or indirectly, the right to vote or direct the voting, consent (ai) in favor of the Merger and the adoption of the Merger Agreement and the Statutory Merger Agreement (each as they may be amended from time to time), and the approval in favor of the terms thereof and each of the other actions transactions contemplated by the Merger Agreement; Agreement and the Statutory Merger Agreement of which approval of the Company’s stockholders is solicited, and (bii) against (A) any action proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between or involving the Company and any other Person that is intended to, or could would reasonably be expected toto impede, impedeinterfere with, delay or prevent postpone or adversely affect in any material respect the consummation of the Merger or any other transactions contemplated by the Merger Agreement; and , the Statutory Merger Agreement or this Agreement, (cB) against any Acquisition Proposal made by other action that would be reasonably likely to result in any person conditions to the consummation of the Merger under the Merger Agreement not being fulfilled, (C) any amendment or other than Buyer change to the Company Memorandum of Association or Company Bye-Laws that would reasonably be expected to impede, interfere with, delay, postpone or adversely affect in any material respect the Merger or any of its Affiliates. The Principal Stockholder hereby agrees the other transactions contemplated by the Merger Agreement, the Statutory Merger Agreement or this Agreement, and (D) any other material change in the Company’s corporate structure or business that it will not enter into any voting would reasonably be expected to impede, interfere with, delay or other similar agreement postpone or understanding with any person or entity or grant a proxy or power of attorney with respect to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions adversely affect in any manner inconsistent with clause (a), (b) material respect the Merger or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote other transactions contemplated by the stockholders of Merger Agreement or 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 Statutory Merger Agreement, "person" shall have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Act.

Agreement to Vote. The Principal Each Stockholder hereby irrevocably and unconditionally agrees that, from and after subject to the date hereof and terms of this Agreement, until the Termination Date (as defined in Section 18)Time, at any 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, such Stockholder shall, in each case to the Principal Stockholder shall fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting all such Subject Shares to be counted as present thereat for purposes of establishing determining a quorum, ; and the Principal Stockholder shall (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) or act by a written consent with respect to to, all of such Subject Shares (i) unless the Voting Shares Merger Agreement has been validly terminated in accordance with its terms, against any action or agreement that are beneficially owned by is intended or would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Principal Company contained in the Merger Agreement or of any Stockholder contained in this Agreement or as to which (B) result in any of the Principal Stockholder has, directly conditions set forth in Article 7 or indirectly, the right to vote or direct the voting, (a) in favor of adoption Exhibit B of the Merger Agreement not being satisfied in a timely manner; (ii) against any Takeover Proposal or any action in furtherance of a specific Takeover Proposal and (iii) unless the Merger and Agreement has been validly terminated in accordance with its terms, against any other action, agreement or transaction involving the approval Company or any Company Subsidiary that is intended or would reasonably be expected to prevent, impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the terms thereof and each of Offer or the Merger or the other actions transactions contemplated by the Merger Agreement; , including (bx) against any action that is intended toextraordinary corporate transaction, such as a merger, consolidation or could reasonably be expected to, impede, delay or prevent other business combination involving the consummation of Company (other than the transactions contemplated by the Merger Agreement); and (cy) against any Acquisition Proposal made by any person other than Buyer a sale, lease, license or transfer of a material amount of assets of the Company or any reorganization, recapitalization or liquidation of its Affiliates. The Principal Stockholder hereby agrees that it will not enter into the Company; or (z) any voting change in the present capitalization of the Company or any amendment or other similar agreement change to the amended and restated certificate of incorporation or understanding amended and restated bylaws of the Company as in effect on the date hereof. No Stockholder shall agree or commit to take any action inconsistent with any person or entity or grant a proxy or power of attorney the foregoing. Each Stockholder shall retain at all times the right to vote the Subject Shares (with respect to which the Shares prior Stockholder is entitled to vote) in such Stockholder’s sole discretion, and without any other limitation, on any matters other than those set forth in this Section 1.2 that are at any time or from time to time presented for consideration to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a Company’s stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Actgenerally.

Agreement to Vote. The Principal Stockholder hereby agrees thatSponsor, from and by this Agreement, with respect to the Sponsor Shares (together 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 hereof, collectively, the “Subject SPAC Equity Securities”), hereby agrees during the term of this Agreement: (a) to vote (or cause to be voted), in person or by proxy, or execute and until the Termination Date deliver a written consent (as defined in Section 18or cause a written consent to be executed and delivered), at any meeting of the stockholders shareholders of SPAC, including the CompanySPAC Shareholders Meeting, however called, or any adjournment thereof, and in connection with any action by written consent of the stockholders SPAC Shareholders, or in any other circumstance in which the vote, consent or other approval of the Company, the Principal Stockholder shall shareholders of SPAC is sought (and appear at each any such meeting, in person or by proxy, or otherwise cause the Voting Shares all of such holder’s Subject SPAC Equity Securities to be counted as present thereat for purposes of establishing a quorum), and the Principal Stockholder shall vote (or cause to be voted) or act by written consent with respect to all of the Voting Shares that are beneficially owned Subject SPAC Equity Securities held by the Principal Stockholder or as to which the Principal Stockholder has, directly or indirectly, the right to vote or direct the voting, Sponsor at such time (ai) in favor of the approval and adoption of the Merger Agreement and the Merger BCA and the approval of the terms thereof Transactions, including the Merger, and each the other Transaction Proposals and in favor of any other matter reasonably necessary to the consummation of the other actions contemplated Transactions, (ii) against any arrangement, merger, amalgamation, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Merger SPAC (other than the Transactions), (iii) against any change in the business, management or SPAC Board other than as required or permitted under the BCA and Ancillary Documents and (iv) against any action, agreement or transaction or proposal that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of SPAC under the BCA or that would reasonably be expected to result in the failure of the Transactions from being consummated or that would impede, frustrate, prevent or nullify any provision of this Agreement, the BCA or any Ancillary Document; (b) against not to redeem, elect to redeem or tender or submit any of its Subject SPAC Equity Securities for redemption in connection with the BCA or the Transactions; (c) not to commit or agree to take any action that is intended to, or could reasonably be expected to, impede, delay or prevent inconsistent with the consummation of the transactions contemplated by the Merger Agreementforegoing; and (cd) against not to modify or amend any Acquisition Proposal made by agreement, contract or arrangement between or among Sponsor and any person Affiliate of such Sponsor (other than Buyer SPAC or any of its Affiliates. The Principal Stockholder hereby agrees that it will not enter into subsidiaries), on the one hand, and SPAC or any voting or of SPAC’s subsidiaries, on the other similar agreement or understanding with any person or entity or grant a proxy or power of attorney with respect hand, related to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange ActTransactions.

Agreement to Vote. The Principal Subject to the terms of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that, from and after during the date hereof and until the Termination Date (as defined time this Agreement is in Section 18)effect, at any 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, such Stockholder shall, in each case to the Principal Stockholder shall fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting all such Subject Shares to be counted as present thereat for purposes of establishing determining a quorum, quorum and the Principal Stockholder shall (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) or act by a written consent with respect to to, all of the Voting its Subject 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, (ai) in favor of the adoption of the Merger Agreement and the Merger and the approval of the terms thereof and each of transactions contemplated thereby, including the other actions contemplated by the Merger Agreement; Merger, (bii) against any action or agreement that is intended to, or could would reasonably be expected toto (A) 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 (B) result in any of the conditions set forth in Article IX or Annex A of the Merger Agreement not being satisfied on or before the End Date, (iii) against any change in the Company Board and (iv) against any Takeover Proposal and against any other action, agreement or transaction involving the Company that is intended, or would reasonably be expected, to impede, delay interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the Merger or the other transactions contemplated by the Merger Agreement; and , including (cx) 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 extraordinary corporate transaction, such as a merger, consolidation or other similar agreement or understanding with any person or entity or grant a proxy or power of attorney with respect to business combination involving the Shares prior to the Termination Date Company (other than the Merger), (y) a proxy sale, lease, license or power transfer of attorney to an officer a material amount of assets (including, for the avoidance of doubt, Intellectual Property and capital stock of Subsidiaries of the Company) of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote any reorganization, recapitalization or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the stockholders liquidation of the Company would be inconsistent with or frustrate (z) any change in the purposes present capitalization of the Company or any amendment or other covenants change to the Company’s certificate of incorporation or bylaws. Subject to the Principal proxy granted under Section 1.3 below, each Stockholder pursuant shall retain at all times the right to this paragraph. As used vote the Subject Shares in such Stockholder’s sole discretion, and without any other limitation, on any matters other than those set forth in this Agreement, "person" shall have Section 1.2 that are at any time or from time to time presented for consideration to the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange ActCompany’s stockholders generally.

Agreement to Vote. The Principal Each Stockholder hereby irrevocably and unconditionally agrees that, from and after the date hereof and until the Termination Date earlier of (as defined a) the time that the Company Stockholder Approval has been obtained and (b) termination of this Agreement in accordance with Section 185.1 (the “Agreement Term”), at any meeting of the stockholders of the CompanyCompany at which the approval and adoption of the Merger Agreement and the transactions contemplated thereby is to be voted upon, however called, or in connection with any written consent of the stockholders of the Companyadjournment or postponement thereof, the Principal such Stockholder shall appear at each such meeting, be present (in person or by proxy) and vote (or cause to be voted), to the extent entitled to vote thereon, all of its Owned Shares at such time: (i) in favor of (A) approval and adoption of the Merger Agreement and the transactions contemplated thereby, including the Merger and (B) the approval of any proposal to adjourn or postpone the meeting to a later date if there are not sufficient votes for adoption of the Merger Agreement; and (ii) against (V) any Alternative Proposal, (W) any extraordinary dividend or distribution by the Company, (X) any material change in the capital structure of the Company or any Subsidiary of the Company, (Y) any merger agreement or merger (other than the Merger Agreement), consolidation, combination, material business transaction, sale of assets, reorganization, recapitalization, dissolution, liquidation or winding up of the Company, or otherwise cause any other action or transaction involving the Voting Shares Company, and (Z) any amendment of the Company’s organizational documents that, in the case of (W), (X), (Y) or (Z), would or would reasonably be expected to materially impair the ability of Parent or Merger Sub to complete the Merger, or that would or would reasonably be expected to prevent, materially impede or materially delay the consummation of the Merger. Anything herein to the contrary notwithstanding, this Section 1.1 shall not require any Stockholder to be counted as present thereat for purposes of establishing a quorum, and the Principal Stockholder shall (in person or by proxy) or vote (or cause to be voted) any of its Owned Shares to amend the Merger Agreement or act by written consent with respect to all take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the Voting Shares that are beneficially owned by amount or changes 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 form of the Merger Agreement and Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of 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 entity or grant a proxy or power of attorney with respect Consideration to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Actstockholders.

Agreement to Vote. The Principal Stockholder hereby agrees that, from and after the date hereof and until the Termination Date (as defined in Section 18), at At any meeting of the stockholders of Parent held prior to the Companyearlier of (a) the Effective Time of the Merger and (b) the close of business on the date 45 days after the termination of the Merger Agreement, provided such date shall be extended (but in no event beyond May 15, 2001) if a Parent Acquisition Proposal is pending until the close of business on the third business day after the Stockholder gives the Company notice of the consummation, withdrawal or termination of the Parent Acquisition Proposal if at such time no other Parent Acquisition Proposal is pending (such earlier time being herein referred to as the "Voting Termination Date"), however called, and at every adjournment or postponement thereof prior to the Voting Termination Date, or in connection with any written consent of the stockholders of the Company, the Principal Stockholder shall appear at each such meeting, in person or by proxy, or otherwise cause Parent given prior to the Voting Shares to be counted as present thereat for purposes of establishing a quorumTermination Date, and the Principal such Stockholder shall vote (or cause to be votedvoted such Stockholder's Shares (together with (a) any additional shares of capital stock of Parent or act any securities or other property that the Stockholder is or becomes entitled to receive from Parent by written consent reason of being a record holder of such number of Shares, (b) any capital stock, securities or other property into which any such number of Shares shall have been or shall be converted or changed, whether by amendment to the Articles of Incorporation of Parent, merger, consolidation, reorganization, capital change or otherwise, (c) any additional Parent Common Stock acquired by the Stockholder as the result of the Stockholder's exercising an option, warrant or other right to acquire shares of capital stock from Parent issued with respect to such number of Shares (all of the Voting Shares that are beneficially owned by the Principal Stockholder or foregoing hereinafter collectively referred to as to which the Principal Stockholder has, directly or indirectly, the right to vote or direct the voting, (asuch Stockholder's "Additional Shares")) in favor of the approval of the Merger and each of the other transactions contemplated by the Merger Agreement and in favor of the approval and adoption of the Merger Agreement and the Merger any actions required in furtherance hereof 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 Affiliatesthereof. The Principal Such Stockholder hereby agrees that it will shall not enter into any voting or other similar agreement or understanding with any person prior to the Voting Termination Date, directly or entity or indirectly, to vote, grant a any proxy or power of attorney give instructions with respect to the voting of such Stockholder's Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 belowany Additional Shares) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Act.

Agreement to Vote. The Principal Parent Stockholder hereby irrevocably and unconditionally agrees that, from and after the date hereof and until the Termination Date earlier of (as defined i) the time that the stockholders of Parent approve the Stock Issuance and Charter Amendment and no other vote by the stockholders of Parent is required to consummate the transactions contemplated by the Merger Agreements (“Parent Stockholder Approval”) and (ii) termination of this Agreement in accordance with Section 18)5.1, at any meeting of the stockholders of Parent at which the Companyapproval of the Stock Issuance, Charter Amendment or any other matter requiring a vote of Parent’s stockholders necessary to consummate the transactions contemplated by the Merger Agreements is to be voted upon, however called, or in connection with any written consent of the stockholders of the Companyadjournment or postponement thereof, the Principal Parent Stockholder shall appear at each such meeting, be present (in person or by proxy, ) (or otherwise cause the Voting Shares to be counted as present thereat for purposes of establishing a quorum, (in person or by proxy)) and the Principal Stockholder shall vote (or cause to be voted) or act by written consent with respect ), to the fullest extent entitled to vote thereon, all of the Voting its Owned 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, at such time (a) in favor of adoption approval of (1) the Stock Issuance and Charter Amendment, (2) any other matter presented or proposed as to approval of the Merger Agreement and Mergers or any part or aspect thereof or any transactions or matters contemplated by the Merger and Agreements, (3) any proposal to adjourn or postpone the meeting to a later date if there are not sufficient votes for the approval of the terms thereof Stock Issuance and each of the Charter Amendment and (4) any other actions contemplated by the Merger Agreement; (b) against any action that is intended to, matter necessary or could reasonably be expected to, impede, delay or prevent desirable to the consummation of the transactions contemplated by the Merger Agreement; Agreements and (cb) 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 action, agreement or understanding with any person transaction, that is intended, that would reasonably be expected, or entity the effect of which would reasonably be expected, to materially impair, impede, interfere with, delay, postpone, discourage or grant a proxy adversely affect the ability of Parent and the Merger Parties to complete the Mergers, or power of attorney with respect that would otherwise reasonably be expected to prevent or materially impede or materially delay the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer consummation of the Company that may be exercised solely transactions contemplated by the Merger Agreements. If Parent Stockholder is the beneficial owner, but not the record holder, of the Owned Shares, Parent Stockholder agrees to cause the record holder and any nominees to vote all of the Owned Shares in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Act1.1.

Agreement to Vote. The Principal Each Stockholder hereby irrevocably and unconditionally agrees that, from and after subject to the date hereof and terms of this Agreement, until the Termination Date (as defined in Section 18)Date, at any 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, such Stockholder shall, in each case to the Principal Stockholder shall fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting all such Subject Shares to be counted as present thereat for purposes of establishing determining a quorum, ; and the Principal Stockholder shall (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) or act by a written consent with respect to to, all of such Subject Shares (i) unless the Voting Shares Merger Agreement has been validly terminated in accordance with its terms, against any action or agreement that are beneficially owned by is intended or would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Principal Company contained in the Merger Agreement or of any Stockholder contained in this Agreement or as to which (B) result in any of the Principal Stockholder has, directly or indirectly, the right to vote or direct the voting, (a) conditions set forth in favor of adoption Article VII of the Merger Agreement and the Merger and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreementnot being satisfied in a timely manner; (bii) against any Alternative Proposal or any action in furtherance of a specific Alternative Proposal, (iii) unless the Merger Agreement has been validly terminated in accordance with its terms, against any other action, agreement or transaction involving the Company or any Company Subsidiary that is intended to, or could would reasonably be expected to, to impede, delay interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the Merger or the other transactions contemplated by the Merger Agreement; and , including (cx) 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 extraordinary corporate transaction, such as a merger, consolidation or other similar agreement or understanding with any person or entity or grant a proxy or power of attorney with respect to business combination involving the Shares prior to the Termination Date Company (other than the Transactions); (y) a proxy sale, lease, license or power transfer of attorney to an officer a material amount of assets of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote any reorganization, recapitalization or give instructions in any manner inconsistent with clause (a), (b) liquidation of the Company; or (cz) any change in the present capitalization of the preceding sentence. The Principal Stockholder hereby agrees, during Company or any amendment or other change to the period commencing Company Articles or Company By-Laws as in effect on the date hereof and ending on (iv) unless the Termination DateMerger Agreement has been validly terminated in accordance with its terms, not to, and, if applicable, not to permit in favor of any matter necessary for the consummation of the Principal Stockholder's Affiliates toTransactions, vote or and in connection therewith to execute any written consent documents reasonably requested by Parent that are necessary and appropriate in lieu of a stockholders meeting order to effectuate the Transactions. No Stockholder shall agree or vote, if such consent or vote by the stockholders of the Company would be commit to take any action inconsistent with or frustrate the purposes of foregoing. Subject to the proxy granted under Section 1.3 below, each Stockholder shall retain at all times the right to vote the Subject Shares (with respect to which the Stockholder is entitled to vote) in such Stockholder’s sole discretion, and without any other covenants of the Principal Stockholder pursuant to this paragraph. As used limitation, on any matters other than those set forth in this Agreement, "person" shall have Section 1.2 that are at any time or from time to time presented for consideration to the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange ActCompany’s stockholders generally.

Agreement to Vote. (a) The Principal Stockholder hereby agrees thatagrees, from and after the date hereof and until the Termination Date (as defined in date on which this Agreement is terminated pursuant to Section 18)4.01, at any meeting of the stockholders of the Company, however called, at any adjournment or postponement thereof, and in connection with any written consent of the stockholders of the Company, in each case called or provided with respect to any of the Principal Stockholder shall matters described in the following clause (ii), (i) to appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting Shares that the Stockholder is entitled to vote to be counted as present thereat for purposes of establishing a quorum, ; and the Principal Stockholder shall (ii) to vote (or cause deliver a duly executed written consent in lieu thereof) all of the Shares that the Stockholder is entitled to be voted) vote (or act by deliver a duly executed written consent with respect thereto) at the time of any vote or written consent (A) to all adopt the Merger Agreement, and approve any actions related thereto as and when such Merger Agreement or such other actions are submitted for the consideration and vote of the Voting Shares that are beneficially owned by stockholders of the Principal Stockholder or as to which the Principal Stockholder has, directly or indirectly, the right to vote or direct the votingCompany, (aB) against any Acquisition Proposal, without regard to the terms of such Acquisition Proposal, or any other transaction, proposal, agreement or action made in favor of opposition to adoption of the Merger Agreement and or in competition or inconsistent with the Merger and the approval of the terms thereof and each of the other actions transactions contemplated by the Merger Agreement; , (bC) against any action that is intended to, or could would reasonably be expected toto result in (x) a breach of or failure to perform any representation, warranty, covenant or agreement of the Company under the Merger Agreement or (y) any of the conditions set forth in Article 7 of the Merger Agreement not being satisfied, (D) except as expressly contemplated by the Merger Agreement or approved in writing by Parent, against any action that would change in any manner the capitalization of the Company, including the voting rights of any stockholders of the Company, and (E) against any other action that is intended or could prevent, impede, or, in any material respect, interfere with or 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 entity or grant a proxy or power of attorney with respect to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Act.

Agreement to Vote. The Principal Xxxxxx xx the extent otherwise agreed from time to time by each of (a) 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 covenants and agrees that, from and after the date hereof and until the Termination Date xx xxxe (as defined in Section 18person or by proxy), at any meeting all meetings of the stockholders of the Company, Company however called, or in connection called and with any regard to actions proposed to be taken by written consent of the stockholders of the CompanyCompany at any time during the term of this Agreement with regard to the election of directors, the Principal Stockholder shall appear at each such meeting, in person or by proxy, or otherwise cause the Voting Shares to be counted as present thereat for purposes of establishing a quorum, and the Principal Stockholder 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 entity or grant a proxy or power of attorney with respect to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer election as directors of the Company that of such designees as may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) selected of the preceding sentenceSteiner Family Stockholders. The Principal Stockholder hereby agreesShould any designee of the Steiner Fxxxxx Xtockholders resign, during the period commencing determine not to seek re-electixx xx xhe Board, be removed from office, die, become incapacitated or otherwise cease to serve on the date hereof Board, and ending on the Termination Date, should such designee not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote 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 as may be permitted under the Company's Certificate of Incorporation or By-laws and laws of its state of incorporation to promptly call a special or other meeting of stockholders of the Company would be inconsistent with and vote, or frustrate execute a written consent, to elect as the purposes successor to such former director a person designated by the holders of a majority of the other covenants Shares held by the Steiner Family Stockholders. The ability of the Principal Stockholder pursuant 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 term of this Agreement. For avoidance of doubt, it is agreed and understood that any shares of Common Stock of the Company (other than the Shares) which a party hereto owns in street name (or may in the future acquire of record or in street name) shall not (unless agreed to in writing by the party to be charged) be subject to this paragraph. As used in this Agreement, "person" shall have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Act.

Agreement to Vote. The Principal Stockholder hereby agrees that, from and after the date hereof and until Prior to the Termination Date (as defined in Section 18herein), each Stockholder irrevocably and unconditionally agrees that it shall at any meeting of the stockholders of the CompanyCompany (whether annual or special and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of the stockholders of the CompanyCompany (a) when a meeting is held, the Principal Stockholder shall appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting Covered Shares to be counted as present thereat for purposes the purpose of establishing a quorum, and respond to each request by the Principal Stockholder shall Company for written consent, if any and (b) vote (or consent), or cause to be voted) voted at such meeting (or act by written validly execute and return and cause such consent to be granted with respect to to), all of the Voting Covered 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, (ai) in favor of adoption (A) an amendment to the articles of incorporation (the “Charter”) of the Merger Agreement Company to increase the number of authorized shares of Common Stock (“Common Stock”), par value $0.001 per share, of the Company to a number sufficient to effect the conversion of all preferred stock of the Company outstanding following the Issuance (including, without limitation, the Series D Preferred Stock and the Merger Series F Preferred Stock) and the approval conversion of any and all other securities of the terms thereof and each Company outstanding as of the other actions contemplated date hereof that are intended to be convertible into Common Stock (the “Increase”), (B) an amendment to the Charter to implement any reverse stock split of the Company’s shares of stock pursuant to Section 2(a) of the Certificate of Designations of Series D Preferred Stock of the Company (the “Series D Designation”) and Section 2(a) of the Certificate of Designations of Series F Preferred Stock of the Company (the “Series F Designation”) in order to cause a Mandatory Conversion (as defined in the Series D Designation and Series F Designation, as applicable) of the Series D Preferred Stock and Series F Preferred Stock and (C) the nomination and election of any one individual designated by Lateral from time to time for election to the Merger Agreementboard of directors of the Company; and (bii) against (A) any Acquisition Proposal, (B) any proposal for any reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between the Company and any other Person (other than the Issuance, the Increase and the Reverse Stock Split, or any transaction involving a third-party which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company that shall provide to the Company additional benefits in addition to the investment of funds), and (C) any other action that is intended to, or could reasonably be expected to, to impede, delay interfere with, delay, postpone or prevent adversely affect the consummation Issuance, the Increase, the Reverse Stock Split or any of the transactions contemplated by the Merger Agreement; and (c) against Loan Agreement or this Agreement or any Acquisition Proposal made by transaction that results in a breach in any person material respect of any covenant, representation or warranty or other than Buyer obligation or agreement of the Company 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 entity or grant a proxy or power of attorney with respect to Subsidiaries under the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 Loan Agreement, "person" shall have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Act.

Agreement to Vote. The Principal Stockholder Subject to the terms of this Agreement, each Unitholder hereby irrevocably and unconditionally agrees that, from and after the date hereof and until the Termination Date (as defined in Section 18)with respect to such Unitholder, at any annual or special meeting of the stockholders unitholders of the CompanyPartnership, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders unitholders of the CompanyPartnership, such Unitholder shall, in each case to the Principal Stockholder shall fullest extent that such Unitholder’s Subject Units are entitled to vote thereon, and unless otherwise directed in writing by Parent: (a) appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting Shares all such Subject Units to be counted as present thereat for purposes of establishing determining a quorum, ; and the Principal Stockholder shall (b) vote (or cause to be voted), or deliver (or cause to be delivered) or act by a written consent with respect to 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, its Subject Units (ai) in favor of the (A) approval of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, and, (B) without limitation of the preceding clause (A), approval of any proposal to adjourn or postpone the Partnership Unitholders Meeting to a later date if there are not sufficient votes for approval and adoption of the Merger Agreement on the date on which the Partnership Unitholders Meeting is held; and the Merger and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement; (bii) against any action Alternative Proposal and against any other action, agreement or transaction involving the Partnership that is intended tointended, or could would reasonably be expected toexpected, to prevent, impede, delay interfere with, delay, postpone, discourage or prevent otherwise impair the consummation of the Merger or the other transactions contemplated by the Merger Agreement; and (ciii) against any Acquisition Proposal made by other action or agreement that would result in a breach of any person obligation of the Partnership in the Merger Agreement. Each Unitholder shall retain at all times the right to vote the Subject Units in such Unitholder’s sole discretion, and without any other limitation, on any matters other than Buyer those set forth in this Section 1.1 that are at any time 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 entity or grant a proxy or power of attorney with respect from time to time presented for consideration to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange ActPartnership’s unitholders generally.

Agreement to Vote. The Principal Each Stockholder hereby agrees that, that from and after the date hereof and until the Termination Date (as defined in Section 18)termination of this Agreement, at any duly called meeting of the stockholders of the CompanyIcoria, however called, or and in connection with any action by written consent of the stockholders of the CompanyIcoria, the Principal such Stockholder shall shall, if a meeting is held, appear at each such meetingthe meeting and any adjournment or postponement thereof, in person or by proxy, or otherwise cause the Voting Subject Common Shares over which such Stockholder has sole voting power (and use his or its best efforts to cause the Subject Common Shares over which such Stockholder has joint voting power) to be counted as present thereat for purposes of establishing a quorum, and the Principal such Stockholder shall vote or consent the Subject Common Shares over which such Stockholder has sole voting power (or and cause to be voted) voted or act consented the Subject Common Shares over which such Stockholder has joint voting power), in person or 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 votingproxy, (a) in favor of adoption of approving the Merger Agreement and Agreement, the Merger and the approval of the terms thereof and each of the other actions transactions and other matters specifically contemplated by the Merger Agreement; , (b) in favor of any proposal to adjourn 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, the Merger and each of the other transactions and other matters specifically contemplated by the Merger Agreement, (c) against any action or agreement submitted for approval of the stockholders of Icoria that is intended to, or could would reasonably be expected toto result in a breach of any covenant, representation or warranty or any other obligation or agreement of Icoria under the Merger Agreement or of such Stockholder under this Agreement and (d) except as otherwise agreed in writing by Clinical Data, against any action, agreement, transaction or proposal submitted for approval of the stockholders of Icoria that would reasonably be expected to result in any of the conditions to Icoria’s obligations under the Merger Agreement not being fulfilled or that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay or prevent the consummation of adversely affect the transactions contemplated by the Merger Agreement; and provided, however, that nothing in this Agreement shall prevent such Stockholder from taking any action or omitting to take any action solely as a member of the Board of Directors of Icoria (c) against any Acquisition Proposal made by any person other than Buyer or any committee thereof) or, at the direction of its Affiliatesthe Board of Directors of Icoria (or any committee thereof), as an officer or employee of Icoria. The Principal Any vote by such Stockholder hereby agrees that it will is not in accordance with this Section 1.1 shall be considered null and void. Such Stockholder shall not enter into any voting or other similar agreement or understanding with any person or entity or grant a proxy or power of attorney with respect to the Shares prior to the Termination Date (other than a proxy or power termination of attorney this Agreement to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any a manner inconsistent with clause clauses (a), (b), (c) or (cd) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange ActSection 1.1.

Agreement to Vote. The Principal Each Stockholder hereby irrevocably and unconditionally agrees that, from and after subject to the date hereof and terms of this Agreement, until the Termination Date (as defined in Section 18)Date, at any 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, such Stockholder shall, in each case to the Principal Stockholder shall fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting all such Subject Shares to be counted as present thereat for purposes of establishing determining a quorum, ; and the Principal Stockholder shall (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) or act by a written consent with respect to to, all of such Subject Shares (i) unless the Voting Shares Merger Agreement has been validly terminated in accordance with its terms, against any action or agreement that are beneficially owned by is intended or would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Principal Company contained in the Merger Agreement or of any Stockholder contained in this Agreement or as to which (B) result in any of the Principal Stockholder has, directly or indirectly, the right to vote or direct the voting, (a) conditions set forth in favor of adoption Article VIII of the Merger Agreement not being satisfied in a timely manner; (ii) against any Acquisition Proposal or any action in furtherance of a specific Acquisition Proposal and (iii) unless the Merger and Agreement has been validly terminated in accordance with its terms, against any other action, agreement or transaction involving the approval Company or any Company Subsidiary that is intended or would reasonably be expected to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the terms thereof and each of Offer or the Merger or the other actions transactions contemplated by the Merger Agreement; , including (bx) against any action that is intended toextraordinary corporate transaction, such as a merger, consolidation or could reasonably be expected to, impede, delay or prevent other business combination involving the consummation of Company (other than the transactions contemplated by the Merger Agreement); and (cy) against any Acquisition Proposal made by any person other than Buyer a sale, lease, license or transfer of a material amount of assets of the Company or any reorganization, recapitalization or liquidation of its Affiliates. The Principal Stockholder hereby agrees that it will not enter into the Company; or (z) any voting change in the present capitalization of the Company or any amendment or other similar agreement change to the bylaws or understanding certificate of incorporation of the Company as in effect on the date hereof. No Stockholder shall agree or commit to take any action inconsistent with any person or entity or grant a the foregoing. Subject to the proxy or power of attorney granted under Section 1.3 below, each Stockholder shall retain at all times the right to vote the Subject Shares (with respect to which the Shares prior Stockholder is entitled to vote) in such Stockholder’s sole discretion, and without any other limitation, on any matters other than those set forth in this Section 1.2 that are at any time or from time to time presented for consideration to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a Company’s stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Actgenerally.

Agreement to Vote. The Principal Stockholder hereby Each of the Stockholders agrees thatthat it shall, from and after the date hereof and until the Termination Date (as defined in Section 18)shall cause any other holder of record of any Covered Shares to, at any meeting of the stockholders of the Company, however called, Company (whether annual or special and whether or not an adjourned or postponed meeting) or in connection with any written other circumstances upon which a vote, consent or other approval of the stockholders of the CompanyStockholders is sought (i) when a meeting is held, the Principal Stockholder shall appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting Covered Shares to be counted as present thereat for purposes the purpose of establishing a quorum; (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”), and (y) approval of any proposal to adjourn or postpone such meeting to a later date, if there are not sufficient votes for the Principal Stockholder shall adoption of the Merger Agreement on the date on which such meeting is held; and (iii) vote (or cause to be voted) or act by written consent with respect to all of the Voting Covered 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 other proposal, action or agreement that is intended to, or could reasonably be expected to, to impede, delay interfere with, delay, postpone or prevent the consummation of the transactions contemplated by adversely affect the Merger Agreement; and (c) against any Acquisition Proposal made by any person other than Buyer or any of its Affiliatesthe Transactions in any material respect. The Principal Stockholder hereby Each of the Stockholders agrees to waive, and to not exercise, any appraisal rights that it will not enter into any voting or other similar agreement or understanding with any person or entity or grant a proxy or power of attorney may be available under Delaware law with respect to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely Merger. Except as set forth in accordance with this Section 2 and except as provided 1, the Stockholders shall not be restricted from voting in Section 3 below) favor of, against or vote or give instructions in abstaining with respect to any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not matter presented to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the stockholders of the Company would be inconsistent with or frustrate the purposes of the other covenants of the Principal Stockholder pursuant to this paragraphCompany. As used In addition, nothing in this Agreement, "person" Agreement shall have limit the meaning specified right of any Stockholder to vote any Covered Shares in Sections 3(a)(9) and 13(d)(3) connection with the election of the Exchange Actdirectors.

Agreement to Vote. The Principal Stockholder hereby irrevocably and unconditionally agrees that, from and after that during the date hereof and until the Termination Date (as defined time this Agreement is in Section 18)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, or in connection with any written other circumstance in which the vote, consent or approval of the stockholders of the Company, in their capacity as stockholders, is sought with respect to the Principal Merger Agreement or any Takeover Proposal, the Stockholder shall shall, in each case, to the fullest extent that such matters are submitted for the vote, written consent or approval of the Stockholder and the Stockholder is entitled to vote thereon or consent thereto, to the extent any of the Covered Shares have not been purchased in the Offer: (a) appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting such Covered Shares to be counted as present thereat for purposes of establishing calculating a quorum, ; and the Principal Stockholder shall (b) vote in favor of (or cause to be votedvoted in favor of), in person or by proxy, deliver (or cause to be delivered) or act by a written consent with respect to or otherwise approve on behalf of all of such Covered Shares (i) 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 any related proposal in furtherance thereof, as reasonably requested by Parent, submitted for the Merger and the vote, written consent or approval of the terms thereof and each 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 or would result in a breach of any covenant, representation or warranty or any other actions contemplated by obligation or agreement of the Company contained in the Merger Agreement, or of the Stockholder contained in this Agreement; and (biii) against any action Takeover Proposal and against any other action, agreement or transaction submitted for the vote, written consent or approval of stockholders that is intended to, or could would reasonably be expected to, to impede, delay interfere with, delay, postpone, discourage, frustrate the purposes of or prevent adversely affect the consummation of Merger or the other transactions contemplated by the Merger Agreement; and (c) against any Acquisition Proposal made Agreement or this Agreement or the performance by any person other than Buyer or any the Company of its Affiliates. The Principal Stockholder hereby agrees that it will not enter into any voting obligations under the Merger Agreement or other similar agreement or understanding with any person or entity or grant a proxy or power of attorney with respect to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the stockholders Stockholder 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 its obligations under this Agreement, "person" shall have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Act.

Agreement to Vote. The Principal Subject to the terms and conditions hereof, the Stockholder hereby irrevocably and unconditionally agrees that, from and after the date hereof and until the Termination Date (as defined in Section 185 below), at any meeting of the stockholders holders of the CompanyCompany Common Stock, however called, or in connection with any written consent of the stockholders holders of the CompanyCompany Common Stock, the Principal Stockholder shall (x) appear at each such meeting, in person or by proxy, meeting or otherwise cause all of the Voting Shares to be counted as present thereat for purposes of establishing calculating a quorumquorum and respond to any other request by the Company or Parent for written consent, if any, and the Principal Stockholder shall (y) 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, (ai) in favor of adoption (A) 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; (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; Agreement and (cB) any other matter that is required to facilitate the consummation of the Merger and the other transactions contemplated by the Merger Agreement and (ii) against the following actions: (A) any Acquisition Proposal made by Proposal, (B) any person other than Buyer action involving the Company or any Subsidiary of its Affiliatesthe Company that would reasonably be expected to have the effect of 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 (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. The Principal Subject to the terms and conditions hereof, no Stockholder hereby agrees that it will not shall enter into any voting or other similar agreement or understanding with any person or entity or grant a proxy or power of attorney with respect to the Shares Person prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a)herewith. Subject to the terms and conditions hereof, (b) or (c) the obligations of the preceding sentence. The Principal Stockholder hereby agreesspecified in this Section 1(a) shall not be affected by the commencement, during public proposal, public disclosure or communication to the period commencing on the date hereof and ending on Company of any Acquisition Proposal prior to the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Act.

Agreement to Vote. The Principal Stockholder Subject to the terms of this Agreement, and so long as the Unitholders remain entitled to receive not less than the Specified Consideration, each Unitholder hereby irrevocably and unconditionally agrees that, from and after the date hereof and until the Termination Date (as defined in Section 18)with respect to such Unitholder, at any annual or special meeting of the stockholders unitholders of the CompanyPartnership, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders unitholders of the CompanyPartnership, such Unitholder shall, in each case to the Principal Stockholder shall fullest extent that such Unitholder’s Subject Units are entitled to vote thereon, and unless otherwise directed in writing by Parent: (a) appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting Shares all such Subject Units to be counted as present thereat for purposes of establishing determining a quorum, ; and the Principal Stockholder shall (b) vote (or cause to be voted), or deliver (or cause to be delivered) or act by a written consent with respect to 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, its Subject Units (ai) in favor of the (A) approval of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, and, (B) without limitation of the preceding clause (A), approval of any proposal to adjourn or postpone the Partnership Unitholders Meeting to a later date if there are not sufficient votes for approval and adoption of the Merger Agreement on the date on which the Partnership Unitholders Meeting is held; and the Merger and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement; (bii) against any action Alternative Proposal and against any other action, agreement or transaction involving the Partnership that is intended tointended, or could would reasonably be expected toexpected, to prevent, impede, delay interfere with, delay, postpone, discourage or prevent otherwise impair the consummation of the Merger or the other transactions contemplated by the Merger Agreement; and (ciii) against any Acquisition Proposal made by other action or agreement that would result in a breach of any person obligation of the Partnership in the Merger Agreement. Each Unitholder shall retain at all times the right to vote the Subject Units in such Unitholder’s sole discretion, and without any other limitation, on any matters other than Buyer those set forth in this Section 1.1 that are at any time 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 entity or grant a proxy or power of attorney with respect from time to time presented for consideration to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange ActPartnership’s unitholders generally.

Agreement to Vote. The Principal Stockholder hereby Subject to the terms and conditions hereof, each Purchasing Group Party irrevocably and unconditionally agrees that, that from and after the date hereof and until the Termination Date earliest to occur of (as defined i) the Effective Time; (ii) the termination of the Merger Agreement in Section 18accordance with its terms; and (iii) the written agreement of the parties (with respect to the Partnership Parties, acting through the Special Committee) to terminate this Agreement (such earliest occurrence being the “Expiration Time”), at any meeting (including each adjourned or postponed meeting) of the stockholders Unitholders of the CompanyPartnership, however called, upon which a vote or in connection with other consent or approval is sought (any written consent such meeting or other circumstance, a “Unitholders’ Meeting”), such Purchasing Group Party will, to the extent permitted under the terms of the stockholders of the Companysuch Purchasing Group Party’s Units, the Principal Stockholder shall (A) appear at each such meeting, in person or by proxy, Unitholders’ Meeting or otherwise cause the Voting Shares its Owned Units to be counted as present thereat for purposes of establishing calculating a quorum, and the Principal Stockholder shall vote and, (B) 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, its Owned Units (aI) in favor of the adoption and approval of the Merger Agreement and the Merger and transactions contemplated thereby, including the Merger, (II) in favor of the approval of any other matter to be approved by the terms thereof and each Unitholders of the other actions contemplated by Partnership (including, without limitation, the Merger Agreement; (badjournment of a Unitholders’ Meeting) against any action that is intended to, or could reasonably be expected to, impede, delay or prevent the consummation of to facilitate the transactions contemplated by the Merger Agreement; and , including the Merger, (cIII) against any Acquisition Proposal made extraordinary dividend, distribution or recapitalization by any person other than Buyer the Partnership or any change in the capital structure 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 entity or grant a proxy or power of attorney with respect to the Shares prior to the Termination Date Partnership (other than pursuant to or as explicitly permitted by the Merger Agreement), and (IV) against any action or agreement that would reasonably be expected to (1) result in a proxy breach of any representation, warranty or power of attorney to an officer covenant of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) Partnership Parties under the Merger Agreement or (c2) impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect consummation of the preceding sentence. The Principal Stockholder hereby agreesMerger, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote transactions contemplated by the stockholders Merger Agreement, or the performance by such Purchasing Group Party of the Company would be inconsistent with his, her or frustrate the purposes of the other covenants of the Principal Stockholder pursuant to this paragraph. As used in its obligations under this Agreement, "person" shall have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Act.

Agreement to Vote. The Principal Each Stockholder hereby agrees that, from and after during the date hereof and until the Termination Date (as defined time this Agreement is in Section 18)effect, at any meeting of the stockholders of the Company, however called, or in connection with any written consent of the stockholders of the Companyadjournment or postponement thereof, the Principal such Stockholder shall appear at each such meeting, be present (in person or by proxy, or otherwise cause the Voting Shares to be counted as present thereat for purposes of establishing a quorum, ) and the Principal Stockholder shall vote (or cause to be voted) or act by written consent all of its Owned Shares (a)(x) with respect to all 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 Voting Shares that are beneficially owned by members of the Principal Stockholder or as to which the Principal Stockholder has, directly or indirectly, the right to vote or direct the votingCompany’s board of directors, (ab) in favor of adoption any proposal submitted to the shareholders of the Merger Agreement and Company in connection with a transaction that has been approved by the Merger and Company’s board of directors providing for the approval contribution by Dong-A to the Company of one or more of the terms thereof and each of the other actions contemplated by the Merger Agreement; DA Products (bas defined below) 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 in favor of any Acquisition Proposal made proposal submitted to the shareholders of the Company concerning the declassification of the Company’s board of directors, and each Stockholder shall present (in person or by any person other than Buyer proxy) and vote (or any cause to be voted) all of its Affiliates. The Principal Stockholder hereby agrees Owned Shares accordingly; provided that it will E&H shall not enter into any voting or other similar agreement or understanding with any person or entity or grant a proxy or power of attorney be required to perform its obligations with respect to the Shares 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 Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a)2022 Annual Meeting, (b) or (c) of the preceding sentence. The Principal Stockholder hereby agreesDong-A agrees that, during the period commencing on following the date hereof of such termination Dong-A shall (A) be present (in person or by proxy) and ending on vote (or cause to be voted) all of its Owned Shares for the Termination Date, not to, and, if applicable, not to permit directors specified by E&H in connection with the election of directors at the 2022 Annual Meeting or any other meetings of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the stockholders of the Company would 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 inconsistent present (in person or by proxy) and vote (or cause to be voted) to 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 or frustrate E&H in connection with the purposes management of the other covenants Company until such directors are removed or resign, all of the Principal Stockholder pursuant foregoing only to this paragraph. As used the extent consistent with, and not in this Agreementviolation of, "person" shall have (x) such director’s fiduciary duties to the meaning specified in Sections 3(a)(9Company and its stockholders and (y) and 13(d)(3any applicable (including civil) of the Exchange Actlaw.

Agreement to Vote. The Principal Stockholder hereby agrees that, from and after (a) Unless this Agreement shall have terminated pursuant to Section 4.2 (the date hereof and until of such termination, the “Termination Date (as defined in Section 18Date”), at any every meeting of the stockholders holders of Company Common Stock (the Company“Company Stockholders”), however called, and at every adjournment or postponement thereof, or in connection with any written other circumstance in which the vote, consent or other approval of the stockholders Company Stockholders is sought, Stockholder shall, or shall cause the holder of the Companyrecord on any applicable record date to, the Principal Stockholder shall appear at each such meeting, be present (in person or by proxy, or otherwise cause the Voting Shares to be counted as present thereat for purposes of establishing a quorum, ) and the Principal Stockholder shall vote (or cause consent to be votedvoted by proxy or by executing and delivering a written consent) or act by written consent with respect to all of the Voting Subject 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 (i) adoption of the Merger Agreement, (ii) approval of any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the adoption of the Merger Agreement on the date on which such meeting is held or (iii) any other matter considered at any such meeting of the Company Stockholders which the board of directors of the Company has (A) determined is necessary for the consummation of the Merger, (B) disclosed in the Proxy Statement or other written materials distributed to Company Stockholders and (C) recommended that the Company Stockholders adopt; and (b) against (i) any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger and Agreement or the approval Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the terms thereof and each Company under the Merger Agreement, (C) result in any of the other actions conditions set forth in Article VI of the Merger Agreement not being fulfilled or (D) except as expressly contemplated by the Merger Agreement; , change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, the Company, (bii) any Competing Proposal or proposal related to a Competing Proposal, (iii) 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 or (iv) against any change in the business, management or Board of Directors of the Company (other than in connection with the transactions described in clause (a)(i) above) (clauses (b)(i) – (iv), collectively, the “Covered Proposals”). Notwithstanding the foregoing, (1) this Section 1.1 shall not apply during any period in which this Agreement has not been terminated pursuant to Section 4.2 but in which the Company’s board of directors has withheld, withdrawn, modified, qualified or amended the Company Recommendation in response to a Superior Proposal or an Intervening Event in accordance with the Merger Agreement (provided that to the extent that the Company’s board of directors reinstates its recommendation of the Merger Agreement, this Section 1.1 shall apply), (2) nothing in this Agreement shall require Stockholder to vote or otherwise consent to any amendment to the Merger Agreement or the taking of any action that is intended tocould result in the amendment, modification or could reasonably be expected toa waiver of a provision therein, impedein any such case, delay in a manner that (I) imposes any material restrictions or prevent additional material conditions on the consummation of the transactions contemplated by Merger or the payment of the Merger Agreement; Consideration to Company Stockholders or (II) extends the Outside Date, if, in each case, Stockholder has abstained from voting on or voted against such matter in Stockholder’s capacity as a director of the Company, and (c3) 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 entity or grant a proxy or power of attorney except as expressly set forth in this Section 1.1 with respect to the Shares prior Covered Proposals, Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the Termination Date (other than a proxy or power Company Stockholders, including with respect to matters presented at any annual meeting of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange ActStockholders.

Agreement to Vote. The Principal Stockholder hereby agrees that, from and after Beginning on the date hereof and until the Termination Date (as defined in Section 18below), at any every meeting of the stockholders of the Company’s stockholders, including any postponement, recess or adjournment thereof, or in any other circumstance, however called, the Stockholder agrees to, and if applicable, to cause its controlled Affiliates to, affirmatively vote (including via proxy) or in connection execute consents with any written consent respect to (or cause to be voted (including via proxy) or consents to be executed with respect to) all of the stockholders Owned Shares and any additional shares of Common Stock or other voting securities of the CompanyCompany acquired by the Stockholder or its respective controlled Affiliates after the date hereof and prior to the Termination Date (collectively, and together with the Owned Shares, the Principal “Covered Shares”) as follows: (a) in favor of (i) the adoption of the Merger Agreement and the approval of the Merger, including any amended and restated Merger Agreement or amendment to the Merger Agreement that, in any such case, increases the Per Share Price or otherwise results in the Merger Agreement being more favorable to the Company Stockholders than the Merger Agreement in effect as of the date of this Agreement (excluding, for avoidance of doubt, any Adverse Amendment), (ii) the approval of any proposal to adjourn or postpone any Company Stockholder shall appear Meeting to a later date if the Company or Parent proposes or requests such postponement or adjournment in accordance with Section 6.4(b) of the Merger Agreement, and (iii) the approval of any other proposal considered and voted upon by the Company Stockholders at each such meetingany Company Stockholder Meeting necessary for consummation of the Merger and the other transactions contemplated by the Merger Agreement, and (b) against (i) any proposal, action or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company contained in the Merger Agreement or that would reasonably be expected to result in any condition set forth in the Merger Agreement not being satisfied or not being fulfilled prior to the Termination Date, (ii) any Acquisition Proposal, (iii) any reorganization, dissolution, liquidation, winding up or similar extraordinary transaction involving the Company (except as contemplated by the Merger Agreement) and (iv) any other action, agreement or proposal which would reasonably be expected to prevent or materially impede or materially delay the consummation of the Merger or any of the transactions contemplated by the Merger Agreement (clauses (a) and (b) collectively, the “Supported Matters”). The Stockholder agrees to, and agrees to cause its applicable controlled Affiliates to, be present, in person or by proxy, at every meeting of the Company’s stockholders, including any postponement, recess or adjournment thereof, or in any other circumstance, however called, to vote on the Supported Matters (in the manner described in this Section 1.1) so that all of the Covered Shares will be counted for purposes of determining the presence of a quorum at such meeting, or otherwise cause the Voting Covered Shares to be counted as present thereat threat for purposes of establishing a quorum. For the avoidance of doubt, and the Principal Stockholder 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 entity or grant a proxy or power of attorney with respect to the Supported Matters, the Stockholder does not have any obligation to vote the Covered Shares prior in any particular manner and, with respect to the Termination Date such other matters (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (aSupported Matters), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during shall be entitled to vote the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent Covered Shares in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Actits sole discretion.

Agreement to Vote. The Principal Subject to the terms of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that, from and after the date hereof and until the Termination Date (as defined this Agreement is validly terminated in accordance with Section 18)5.2, at any meeting of the stockholders shareholders of the Company (including the Company Shareholder Meeting), however called, including any postponement thereof, and in connection with any action proposed to be taken by written consent of the shareholders of the Company, however calledsuch Stockholder shall, or in connection with any written consent of each case to the stockholders of the Company, the Principal Stockholder shall fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at each such meeting, meeting or otherwise cause all such Subject Shares to be counted as represented thereat for purposes of determining a quorum; and (b) be present or represented (in person or by proxy, or otherwise cause the Voting Shares to be counted as present thereat for purposes of establishing a quorum, ) and the Principal Stockholder shall vote (or cause to be voted), or deliver (or cause to be delivered) or act by a written consent with respect to to, all of its Subject Shares (i) for the Voting Shares that are beneficially owned approval and adoption of the Articles Amendment, the Board Modification, and, subject to the occurrence of the Acceptance Time and satisfaction of the applicable requirements under the Exchange Act and Nasdaq Rules, the Delisting, (ii) against any proposal or motion not recommended by the Principal Company Board that would be inconsistent with condition (c) set forth in Exhibit A of the Transaction Agreement; and (iii) against any change in the Company Board (other than re-elections proposed to the Annual Company Shareholder Meeting and the Board Modification). Until the Subject Shares are accepted for payment in the Offer, each Stockholder or as to which the Principal Stockholder has, directly or indirectly, shall retain at all times the right to vote the Subject Shares in such Stockholder’s sole discretion on any matters other than those set forth in this Section 1.2 that are at any time or direct from time to time presented for consideration to the votingshareholders of the Company generally. Except as set forth in this Section 1.2, (a) nothing in this Agreement shall limit the right of any Stockholder to vote 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) of, 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 entity or grant a proxy or power of attorney abstain with respect to the Shares prior any matter presented to the Termination Date (other than a proxy or power of attorney to an officer shareholders of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange ActCompany.

Agreement to Vote. The Principal Stockholder (a) Subject to the terms and conditions hereof, each Shareholder, severally and not jointly, hereby irrevocably and unconditionally agrees that, that from and after the date hereof and until the Termination Date earliest to occur of (as defined i) the conversion, after the Reverse Split, of all then outstanding shares of Series D Preferred Stock and Series E Preferred Stock into shares of Common Stock, (ii) the termination of the Merger Agreement in Section 18accordance with its terms, and (iii) the written agreement of the Purchaser Parties, the GA Shareholders and the CK Shareholders to terminate this Agreement (such earliest occurrence being the “Expiration Time”), at any meeting of the stockholders (whether annual or special, and at each adjourned or postponed meeting) of the Company’s shareholders, however called, or in connection with any other circumstances (including any action by written consent) upon which a vote or other consent of the stockholders of the Companyor approval is sought (any such meeting or other circumstance, the Principal Stockholder shall a “Shareholders’ Meeting”), each Shareholder will (x) appear at each such meeting, in person or by proxy, a meeting or otherwise cause the Voting its Owned Shares to be counted as present thereat for purposes of establishing calculating a quorumquorum and respond to any other request by the Company for written consent, if any, and, unless otherwise expressly consented to in writing by the Purchaser Parties, in their sole discretion, and the Principal Stockholder shall vote (y) vote, or cause to be voted) or act by written consent with respect to , all of such Shareholder’s Shares Beneficially Owned by such Shareholder as 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, relevant time (a“Owned Shares”) (A) in favor of the adoption of the Merger Agreement and (whether or not recommended by the Merger Company Board of Directors or any committee thereof) and the approval of the terms thereof and each transactions contemplated thereby, including the Merger, (B) in favor of the other actions contemplated adoption of the Restated Articles (whether or not recommended by the Merger Agreement; Company’s Board of Directors or any committee thereof), and (bC) against in favor of the approval of any action that is intended to, or could reasonably other matter to be expected to, impede, delay or prevent approved by the consummation shareholders of the Company to facilitate the transactions contemplated by the Merger Agreement; Agreement and (c) against the filing of the Restated Articles. In addition, upon written notice from any Acquisition Proposal made by any person other than Buyer GA Shareholder or any CK Shareholder that such GA Shareholder or CK Shareholder is electing to convert its shares of Series D Preferred Stock (if any) and Series E Preferred Stock into shares of Common Stock, each other Shareholder holding any shares of Series D Preferred Stock or Series E Preferred Stock shall immediately elect to convert all of its Affiliates. The Principal Stockholder hereby agrees that it will not enter shares of Series D Preferred Stock and Series E Preferred Stock into any voting or other similar agreement or understanding with any person or entity or grant a proxy or power shares of attorney with respect Common Stock pursuant to the Shares prior to the Termination Date (other than a proxy or power Section 7(aa) of attorney to an officer Article V.C of the Company that may be exercised solely Restated Articles then in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Acteffect.

Agreement to Vote. The Principal Stockholder hereby Subject to the terms and conditions hereof, Holdings irrevocably and unconditionally agrees that, that from and after the date hereof and until the Termination Date earliest to occur of (i) the Effective Time; (ii) the termination of the Merger Agreement in accordance with its terms; (iii) the written agreement of the Parent Parties, the Xxxxxx Parties (with respect to Partnership GP, acting through the Partnership Conflicts Committee) and the Holdings Parties (with respect to Holdings GP, acting through the Holdings Conflicts Committee) to terminate this Agreement; and (iv) the termination of the merger agreement, dated as of June 1, 2009, by and among Parent, HPGP MergerCo, LLC, Holdings GP and Holdings (the “HPGP Merger Agreement”), in accordance with its terms, (such earliest occurrence being the “Expiration Time”); provided, however, that if the HPGP Merger Agreement and the Merger (as defined in Section 18the HPGP Merger Agreement) shall have been submitted to a vote of Holdings’ Unitholders and the outcome of such vote shall not have constituted a Unitholder Approval (as defined in the HPGP Merger Agreement), the termination of the HPGP Merger Agreement shall not result in the occurrence of the Expiration Time, at any meeting (including each adjourned or postponed meeting) of the stockholders of the CompanyPartnership’s Unitholders, however called, or in connection with any other circumstances (including any sought action by written consent) upon which a vote or other consent of the stockholders of the Companyor approval is sought (any such meeting or other circumstance, the Principal Stockholder shall a “Unitholders’ Meeting”), Holdings will (A) appear at each such meeting, in person or by proxy, Unitholders’ Meeting or otherwise cause the Voting Shares Units Beneficially Owned by Holdings as of the relevant time (“Owned Units”) to be counted as present thereat for purposes of establishing calculating a quorumquorum and respond to any other request by the Xxxxxx Parties for written consent, and the Principal Stockholder shall vote if any, and, (B) 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, its Owned Units (a1) in favor of the adoption and approval of the Merger Agreement (whether or not recommended by Partnership GP’s Board of Directors or any committee thereof) and the Merger and transactions contemplated thereby, including the Merger, (2) in favor of the approval of any other matter to be approved by the terms thereof and each Unitholders of the other actions contemplated by Partnership (including, without limitation, an adjournment of the Merger Agreement; (bUnitholders’ Meeting) against any action that is intended to, or could reasonably be expected to, impede, delay or prevent the consummation of to facilitate the transactions contemplated by the Merger Agreement; and , including the Merger, (c3) against any Acquisition Alternative Proposal made by any person other than Buyer or any transaction contemplated by such Alternative Proposal, (4) against any proposal made in opposition to, or in competition or inconsistent with, the Merger Agreement or the Merger, including the adoption thereof or the consummation thereof, (5) against any extraordinary dividend, distribution or recapitalization by the Partnership or change in the capital structure 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 entity or grant a proxy or power of attorney with respect to the Shares prior to the Termination Date Partnership (other than pursuant to or as explicitly permitted by the Merger Agreement), and (6) against any action or agreement that would reasonably be expected to (a) result in a proxy breach of any representation, warranty or power of attorney to an officer covenant of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) Xxxxxx Parties under the Merger Agreement or vote or give instructions in any manner inconsistent with clause (a), (b) interfere with, delay or (c) of attempt to discourage the preceding sentence. The Principal Stockholder hereby agrees, during Merger or the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote transactions contemplated by the 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 Merger Agreement, "person" shall have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Act.

Agreement to Vote. The Principal Stockholder hereby agrees that, from and after From the date hereof and until the earlier of the Termination Date (as defined in Section 18)below) or the receipt of the Company Shareholder Approval, the Shareholder irrevocably and unconditionally agrees that it shall at any meeting of the stockholders shareholders of the CompanyCompany (whether annual, special or otherwise and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of the stockholders shareholders of the Company, the Principal Stockholder shall however proposed: (a) when a meeting is held, appear at each such meeting, in person or by proxy, meeting or otherwise cause its Covered Shares that are owned by the Voting Shares Shareholder as of the date of such meeting to be counted as present thereat for purposes the purpose of establishing a quorum, and when a written consent is proposed, respond to each request by the Principal Stockholder shall Company for written consent, and (b) vote (or consent, or cause to be voted) voted at such meeting or act by written cause such consent to be granted with respect to to, all of the Voting Covered Shares that are beneficially owned by the Principal Stockholder Shareholder as of the date of such meeting or as to which the Principal Stockholder has, directly or indirectly, the right to vote or direct the voting, consent (ai) in favor of the Merger and the adoption of the Merger Agreement and the Statutory Merger Agreement (each as they may be amended from time to time), and the approval in favor of the terms thereof and each of the other actions transactions contemplated by the Merger Agreement; Agreement and the Statutory Merger Agreement of which approval of the Company’s shareholders is solicited, and (bii) against (A) any action proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between or involving the Company and any other Person that is intended to, or could would reasonably be expected toto impede, impedeinterfere with, delay or prevent postpone or adversely affect in any material respect the consummation of the Merger or any other transactions contemplated by the Merger Agreement; and , the Statutory Merger Agreement or this Agreement, (cB) against any Acquisition Proposal made by other action that would be reasonably likely to result in any person conditions to the consummation of the Merger under the Merger Agreement not being fulfilled, (C) any amendment or other than Buyer change to the Company Memorandum of Association or Company Bye-laws that would reasonably be expected to impede, interfere with, delay, postpone or adversely affect in any material respect the Merger or any of its Affiliates. The Principal Stockholder hereby agrees the other transactions contemplated by the Merger Agreement, the Statutory Merger Agreement or this Agreement, and (D) any other material change in the Company’s corporate structure or business that it will not enter into any voting would reasonably be expected to impede, interfere with, delay or other similar agreement postpone or understanding with any person or entity or grant a proxy or power of attorney with respect to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions adversely affect in any manner inconsistent with clause (a), (b) material respect the Merger or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote other transactions contemplated by the stockholders of Merger Agreement or 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 Statutory Merger Agreement, "person" shall have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Act.

Agreement to Vote. The Principal Subject to the terms of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that, from and after during the date hereof and until the Termination Date (as defined time this Agreement is in Section 18)effect, at any 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, such Stockholder shall, in each case to the Principal Stockholder shall fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting all such Subject Shares to be counted as present thereat for purposes of establishing determining a quorum, ; and the Principal Stockholder shall (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) or act by a written consent with respect to to, all of the Voting its Subject 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; (bi) against any action Company Takeover Proposal, (ii) against any change in membership of the Company Board that is intended tonot recommended or approved by the Company Board and (iii) against any other proposed action, agreement or could transaction involving the Company that would reasonably be expected toexpected, to impede, delay interfere with, delay, postpone, adversely affect or prevent the consummation of the transactions contemplated by Offer, the Merger Agreement; and or the other Transactions, including (cx) 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 extraordinary corporate transaction, such as a merger, consolidation or other similar agreement or understanding with any person or entity or grant a proxy or power of attorney with respect to business combination involving the Shares prior to the Termination Date Company (other than the Merger); (y) any sale, lease, license or transfer of a proxy or power material amount of attorney to an officer assets (including, for the avoidance of doubt, intellectual property rights) of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote any reorganization, recapitalization or give instructions in any manner inconsistent with clause (a), (b) liquidation of the Company; or (cz) of any change in the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the stockholders present capitalization of the Company would be inconsistent with or frustrate any amendment or other change in the purposes of Company Charter or Company Bylaws. Subject to the proxy granted under Section 1.3 below, each Stockholder shall retain at all times the right to vote such Stockholder’s Subject Shares in such Stockholder’s sole discretion, and without any other covenants of the Principal Stockholder pursuant to this paragraph. As used limitation, on any matters other than those set forth in this Agreement, "person" shall have Section 1.2 that are at any time or from time to time presented for consideration to the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange ActCompany’s stockholders generally.

Agreement to Vote. The Principal Subject to the terms and conditions hereof, each Stockholder hereby irrevocably and unconditionally agrees that, from and after the date hereof and until the Termination Date (as defined in Section 18)Date, at any meeting of the stockholders holders of the CompanyCompany Common Stock, however called, or in connection with any written consent of the stockholders holders of the CompanyCompany Common Stock, the Principal such Stockholder shall (x) appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting all of such Stockholder’s Shares to be counted as present thereat for purposes of establishing calculating a quorumquorum and respond to any other request by the Company or Parent for written consent, if any, and the Principal Stockholder shall (y) vote (or cause to be voted) or act by written consent with respect to all of the Voting such Stockholder’s 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, (ai) in favor of adoption (A) 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; (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; Agreement and (cB) any other matter that is required to facilitate the consummation of the Merger and the other transactions contemplated by the Merger Agreement and (ii) against the following actions: (A) any Company Acquisition Proposal made by Proposal, (B) any person other than Buyer action involving the Company or any Company Subsidiary that would reasonably be expected to have the effect of its Affiliatesimpeding, 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 (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. The Principal Subject to the terms and conditions hereof, no Stockholder hereby agrees that it will not shall enter into any voting or other similar agreement or understanding with any person or entity or grant a proxy or power of attorney with respect Person prior to the Shares termination of this Agreement to vote in any manner inconsistent herewith. Subject to the terms and conditions hereof, the obligations of each Stockholder specified in this Section 1(a) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Acquisition Proposal prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Act.

Agreement to Vote. The Principal Subject to the terms and conditions hereof, each Stockholder hereby irrevocably and unconditionally agrees that, that from and after the date hereof and until the Termination Date earliest to occur of (as defined i) the Effective Time and (ii) the termination of the Merger Agreement in Section 18accordance with its terms (such earlier occurrence being the "Expiration Time"), at any meeting (whether annual or special, and at each adjourned or postponed meeting) of the stockholders of the CompanySeller Stockholders, however called, or in connection with any written consent of the stockholders of the Company, the Principal each Stockholder shall will (x) appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting its Owned Shares to be counted as present thereat for purposes of establishing calculating a quorumquorum and (y) vote, and the Principal Stockholder shall vote (or cause instruct to be voted) or act by written consent with respect to , all of the Voting such Stockholder's Owned 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, (aA) in favor of the adoption of the Merger Agreement and the Merger and approval of the transactions contemplated thereby, including the Merger, (B) in favor of the approval of any other matter that is required by applicable Law or a Governmental Authority to be approved by the terms thereof and each of Seller Stockholders to consummate the other actions transactions contemplated by the Merger Agreement; , including the Merger, (bC) against any Acquisition Proposal other than the Merger or the Merger Agreement, and without regard to the terms of such Acquisition Proposal, (D) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the adoption thereof or the consummation thereof, (E) against any action or agreement that is intended to, or could may reasonably be expected toto result in any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled, and (F) against any agreement, amendment of any agreement (including the Seller Charter or the Amended and Restated Bylaws of the Seller) or any other action that may reasonably be expected to impede, delay interfere with, delay, postpone or prevent attempt to discourage the consummation of the transactions contemplated by the Merger Agreement; and (c) against any Acquisition Proposal made by any person other than Buyer , including the Merger, or any may reasonably be expected to result in a breach 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 entity or grant a proxy or power of attorney with respect to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates tocovenants, vote representations, warranties or execute any written consent in lieu other obligations or agreements of a stockholders meeting Seller, Buyer or voteMerger Sub under the Merger Agreement, if such consent which may reasonably be expected to materially and adversely affect Seller, Buyer or vote Merger Sub or their respective abilities to consummate the transactions contemplated by the stockholders of Merger Agreement within 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Acttime periods contemplated thereby.

Agreement to Vote. The Principal Subject to the terms and conditions hereof, the Stockholder hereby irrevocably and unconditionally agrees that, from and after the date hereof and until the Termination Date (as defined in Section 18)Date, at any meeting of the stockholders holders of the CompanyCompany Capital Stock, however called, or in connection with any written consent of the stockholders holders of the CompanyCompany Capital Stock, the Principal such Stockholder shall (i) appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting all of such Stockholder’s Shares to be counted as present thereat for purposes of establishing calculating a quorumquorum and respond to any other request by the Company or Parent for written consent, if any, and the Principal Stockholder shall (ii) vote (or cause to be voted) such Stockholder’s Shares or act by written consent with respect to all of the Voting Shares that are beneficially owned by the Principal Stockholder or grant consent, as to which the Principal Stockholder has, directly or indirectly, the right to vote or direct the voting, applicable (ax) in favor of adoption (A) approval of the Merger and the other transactions contemplated by the Merger Agreement and (B) any other matter that is required to facilitate the consummation of 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; , including without limitation any adjournment or postponement of such meeting, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes at the time of such meeting to approve the adoption of the Merger, and (cy) against (1) any Acquisition Proposal Company Takeover Proposal, (2) any proposal made by in opposition to or in competition with the Merger, or which would result in a breach of the Merger Agreement, or (3) any person other than Buyer action involving the Company or any Subsidiary of its Affiliatesthe Company that would reasonably be expected to have the effect of impeding, materially interfering with, materially delaying, materially postponing, or otherwise impairing the ability of the Company to consummate the Merger. The Principal Subject to the terms and conditions hereof, the Stockholder hereby agrees that it will shall not enter into any voting or other similar agreement or understanding with any person or entity or grant a proxy or power of attorney with respect Person prior to the Shares termination of this Agreement to vote in any manner inconsistent herewith. Subject to the terms and conditions hereof, the obligations of the Stockholder specified in this Section 1(a) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Act.

Agreement to Vote. The Principal (a) Subject to the terms of this Agreement, the Stockholder hereby irrevocably and unconditionally agrees that, from and after during the date hereof and until the Termination Date (as defined time this Agreement is in Section 18)effect, at any annual or special meeting of the stockholders of the Company’s stockholders, however called, including any adjournment or in connection with any written consent of the stockholders of the Companypostponement thereof, the Principal Stockholder shall appear at each such meetingshall, in person or by proxy, or otherwise cause each case to the Voting fullest extent that the Stockholder’s Subject Shares are entitled to be counted as present thereat for purposes of establishing a quorum, and the Principal Stockholder shall vote thereon to 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 votingits Subject Shares, (aA) adopt the Merger Agreement, and approve any actions related thereto as and when such Merger Agreement or such other actions are submitted for the consideration and vote of the Company’s stockholders, (B) against any Acquisition Proposal, or any other transaction, proposal, agreement or action made in favor of opposition to adoption of the Merger Agreement and or in competition or inconsistent with the Merger and the approval of the terms thereof and each of the other actions transactions contemplated by the Merger Agreement; , and (bC) against any action other action, agreement or transaction involving the Company that is intended to, or could that would be reasonably be expected tolikely to prevent, impede, or, in any material respect, interfere with or delay or prevent the consummation of the transactions contemplated by the Merger Agreement; and (c) , including 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 action, agreement or understanding with transaction that would reasonably be expected to result in (x) a breach of or failure to perform any person representation, warranty, covenant or entity or grant a proxy or power of attorney with respect to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer agreement of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) under the Merger Agreement or (cy) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent conditions set forth in lieu of a stockholders meeting or vote, if such consent or vote by the stockholders Article VIII of the Company would be inconsistent with or frustrate Merger Agreement not being satisfied. The Stockholder shall retain at all times the purposes of right to vote the Stockholder’s Subject Shares in the Stockholder’s sole discretion, and without any other covenants of the Principal Stockholder pursuant to this paragraph. As used limitation, on any matters other than those set forth in this AgreementSection 1.1 that are at any time or from time to time presented for consideration to the Company’s stockholders generally. In addition, "person" nothing in this Agreement shall have limit the meaning specified right of any Stockholder to vote any such Subject Shares in Sections 3(a)(9) and 13(d)(3) connection with the election of the Exchange Actdirectors.

Agreement to Vote. The Principal Subject to the terms and conditions hereof, each Stockholder hereby irrevocably and unconditionally agrees that, from and after the date hereof and until the Termination Date (as defined in Section 18)Date, at any meeting of the stockholders holders of the CompanyCompany Common Stock, however called, or in connection with any written consent of the stockholders holders of the CompanyCompany Common Stock, the Principal such Stockholder shall (i) appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting all of such Stockholder’s Shares to be counted as present thereat for purposes of establishing calculating a quorumquorum and respond to any other request by the Company or Parent for written consent, if any, and the Principal Stockholder shall (ii) 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 votingsuch Stockholder’s Shares, (ax) in favor of adoption (A) approval of the Merger and the other transactions contemplated by the Merger Agreement and (B) any other matter that is required to facilitate the consummation of 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; , including without limitation any adjournment or postponement of such meeting, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes at the time of such meeting to approve the adoption of the Merger, and (cy) against (A) any Acquisition Proposal Takeover Proposal, (B) any proposal made by in opposition to or in competition with the Merger, or would result in a breach of the Merger Agreement, or (C) any person other than Buyer action involving the Company or any Subsidiary of its Affiliatesthe Company that would reasonably be expected to have the effect of impeding, materially interfering with, materially delaying, materially postponing, or otherwise impairing the ability of the Company to consummate the Merger. The Principal Subject to the terms and conditions hereof, no Stockholder hereby agrees that it will not shall enter into any voting or other similar agreement or understanding with any person or entity or grant a proxy or power of attorney with respect Person prior to the Shares termination of this Agreement to vote in any manner inconsistent herewith. Subject to the terms and conditions hereof, the obligations of each Stockholder specified in this Section 1(a) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Takeover Proposal prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Act.

Agreement to Vote. (a) The Principal Stockholder Sponsor hereby agrees that, from irrevocably and after the date hereof and until the Termination Date (as defined in Section 18)unconditionally agrees, at any meeting of the stockholders shareholders of Broadstone duly called and convened in accordance with the CompanyOrganisational Documents of Broadstone, whether or not adjourned and however called, including at the Special Shareholder Meeting or otherwise, and in connection with any action by written consent of the stockholders 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 CompanySponsor’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, or to which the Sponsor acquires record or beneficial ownership after the date hereof and prior to the Share Acquisition Closing (the “Closing”) (including by reason of the Merger) (collectively, the Principal Stockholder shall “Subject Equity Securities”) in favor of each of the Shareholder Approval Matters, in each case, to the extent such Subject Equity Securities are entitled to vote thereon or consent thereto (ii) when such meeting is held, appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting Shares applicable Subject Equity Securities to be counted as present thereat for purposes the purpose of 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 Principal Stockholder shall Ancillary Documents, including the Merger, (iv) to vote (against, or cause to be votedvoted 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 act by written consent with respect 10.3 (Conditions to all Obligations of Purchaser, Pubco and Merger Sub) of the Voting Shares that are beneficially owned Business Combination Agreement not being satisfied; and (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 Principal Stockholder or 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 to which the Principal Stockholder has, directly or indirectlyholder of Sponsor Purchaser Ordinary Shares, the right Sponsor shall take, or cause to vote be taken, all actions and to do, or direct the votingcause to be done, (a) in favor of adoption of the Merger Agreement and all things reasonably necessary under applicable Laws to consummate the Merger and the approval of the terms thereof and each of the other actions transactions contemplated by the Merger Agreement; (b) against 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 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 Agreement or any action described above is recommended by Broadstone’s or the Sponsor’s board 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 entity or grant a proxy or power of attorney with respect to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Actdirectors.

Agreement to Vote. The Principal Each Stockholder hereby irrevocably and unconditionally agrees that, from and after subject to the date hereof and terms of this Agreement, until the Termination Date (as defined in Section 18)Date, at any 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, such Stockholder shall, in each case to the Principal Stockholder shall fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting all such Subject Shares to be counted as present thereat for purposes of establishing determining a quorum, ; and the Principal Stockholder shall (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) or act by a written consent with respect to to, all of such Subject Shares unless the Voting Shares Merger Agreement has been validly terminated in accordance with its terms, (i) against any action or agreement that are beneficially owned is intended or would reasonably be expected to (A) 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 (B) result in any of the conditions set forth in Article 7 or Annex I of the Merger Agreement not being satisfied in a timely manner; (ii) against any Alternative Transaction Proposal or any action in furtherance of any Alternative Transaction Proposal; (iii) against any other action, agreement or transaction involving the Company or any Subsidiary of the Company that is intended or would reasonably be expected to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the Merger or the other transactions contemplated by the Principal Stockholder Merger Agreement, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Subsidiary of the Company (other than the Transactions); (y) a sale, lease, license or transfer of a material amount of assets of the Company or Subsidiary of the Company or any reorganization, recapitalization or liquidation of the Company; or (z) any change in the present capitalization of the Company or any amendment or other change to the Company Charter or Company Bylaws as to which in effect on the Principal Stockholder has, directly or indirectly, the right to vote or direct the voting, date hereof; and (aiv) in favor of (A) the adoption of the Merger Agreement and the approval of the Merger and the approval of the terms thereof and each of the other actions transactions contemplated by the Merger Agreement; , (bB) against the approval of any action that proposal to adjourn or postpone the meeting to a later date if there are not sufficient votes for the adoption and approval of the Merger Agreement and the transactions contemplated thereby on the date on which such meeting is intended to, or could reasonably be expected to, impede, delay or prevent the held and (C) any other matter necessary for consummation of the transactions contemplated by the Merger Agreement; and Agreement that is considered at any such meeting of the Stockholders of the Company. No Stockholder shall agree or commit to take any action inconsistent with the foregoing. Each Stockholder shall retain at all times the right to vote the Subject Shares (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 entity or grant a proxy or power of attorney with respect to which the Shares prior Stockholder is entitled to vote) in such Stockholder’s sole discretion, and without any other limitation, on any matters other than those set forth in this Section 1.2 that are at any time or from time to time presented for consideration to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a Company’s stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Actgenerally.

Agreement to Vote. The Principal Subject to the terms and conditions hereof, each Stockholder hereby irrevocably and unconditionally agrees that, from and after the date hereof and until the Termination Date (as defined in Section 185 below), at any meeting of the stockholders holders of the CompanyCompany Common Stock, however called, or in connection with any written consent of the stockholders holders of the CompanyCompany Common Stock, the Principal such Stockholder shall (x) appear at each such meeting, in person or by proxy, meeting or otherwise cause the Voting all of such Stockholder’s Shares to be counted as present thereat for purposes of establishing calculating a quorumquorum and respond to any other request by the Company or Parent for written consent, if any, and the Principal Stockholder shall (y) vote (or cause to be voted) or act by written consent with respect to all of the Voting such Stockholder’s 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, (ai) in favor of adoption (A) 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; (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; Agreement and (cB) any other matter that is required to facilitate the consummation of the Merger and the other transactions contemplated by the Merger Agreement and (ii) against the following actions: (A) any Company Acquisition Proposal made by Proposal, (B) any person other than Buyer action involving the Company or any Company Subsidiary that would reasonably be expected to have the effect of its Affiliatesimpeding, 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 (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. The Principal Subject to the terms and conditions hereof, no Stockholder hereby agrees that it will not shall enter into any voting or other similar agreement or understanding with any person or entity or grant a proxy or power of attorney with respect Person prior to the Shares termination of this Agreement to vote in any manner inconsistent herewith. Subject to the terms and conditions hereof, the obligations of each Stockholder specified in this Section 1(a) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Acquisition Proposal prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Act.

Agreement to Vote. The Principal Stockholder hereby agrees that, from and after (a) From the date hereof and until the Termination Date (as defined termination of this Agreement in accordance with Section 18)5.1, except to the extent waived in writing by DigitalGlobe in its sole and absolute discretion, at any 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, or at any adjournment thereof, or in connection with any written consent of the stockholders of GeoEye or in any other circumstances upon which a vote, consent or other approval of all or some of the Companystockholders of GeoEye is sought for the adoption of the Merger Agreement and approval of the Combination and the transactions contemplated by the Merger Agreement, the Principal Stockholder shall appear at each such meeting, in person or by proxy, or otherwise cause the Voting Shares agrees to be counted as present thereat for purposes of establishing a quorum, and the Principal Stockholder shall vote (or cause to be voted) or act by written consent with respect to all of the Voting Subject 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, (ai) in favor of adoption of the Merger Agreement and the Merger and the approval of the terms thereof Combination and each of the other actions transactions contemplated by the Merger Agreement; Agreement and this Agreement and any actions required in furtherance hereof or thereof and (bii) against any action that is intended to, or could reasonably be expected to, impede, delay or prevent the consummation of 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 (cz) against that results in a GeoEye Adverse Recommendation Change); (B) any Acquisition Proposal made by any person other than Buyer reorganization, recapitalization, dissolution, liquidation or winding up of GeoEye or any of its Affiliates. The Principal Stockholder hereby agrees that it will not enter into Subsidiaries; (C) any voting amendment of GeoEye’s certificate of incorporation or other similar agreement or understanding with any person or entity or grant a proxy or power of attorney with respect to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and by-laws, except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), (b) contemplated by the Merger Agreement; or (cD) of 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 preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote transactions contemplated by the 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 Merger Agreement, "person" shall have including the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange ActCombination.

Agreement to Vote. The Principal Stockholder hereby agrees that, provided that Clinical Data is in compliance with Section 2.1 of this Agreement, from and after the date hereof and until the Termination Date (as defined in Section 18)termination of this Agreement, at any duly called meeting of the stockholders of the Company, however called, or and in connection with any action by written consent of the stockholders of the Company, the Principal Stockholder shall shall, if a meeting is held, appear at each such meetingthe meeting and any adjournment or postponement thereof, in person or by proxy, or otherwise cause the Voting 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 establishing a quorum, and the Principal such Stockholder shall vote or consent the Subject Preferred Shares over which the Stockholder has sole voting power (or and cause to be voted) voted or act by written consent with respect to all of consented the Voting Subject Preferred Shares that are beneficially owned by the Principal Stockholder or as to over which the Principal Stockholder hashas joint voting power), directly in person or indirectly, the right to vote or direct the votingby proxy, (a) in favor of adoption of approving the Merger Agreement and Agreement, the Merger and the approval of the terms thereof and each of the other actions transactions and other matters specifically contemplated by the Merger Agreement; , (b) in favor of any proposal to adjourn 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 that is intended towould result in a breach of any covenant, representation or could warranty or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement and (d) except as otherwise agreed in writing by Clinical Data, against any action, agreement, transaction or proposal submitted for approval of the stockholders of the Company that would reasonably be expected toto result in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled or that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay or prevent the consummation of adversely affect the transactions contemplated by the Merger Agreement; . Any vote by the Stockholder that is not in accordance with this Section 1.1 shall be considered null and (c) against any Acquisition Proposal made by any person other than Buyer or any of its Affiliatesvoid. The Principal Stockholder hereby agrees that it will shall not enter into any voting or other similar agreement or understanding with any person or entity or grant a proxy or power of attorney with respect to the Shares prior to the Termination Date (other than a proxy or power termination of attorney this Agreement to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any a manner inconsistent with clause clauses (a), (b), (c) or (cd) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the 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 have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange ActSection 1.1.

Agreement to Vote. The Principal Stockholder hereby agrees that, from and after From the date hereof and until the earlier of the Termination Date (as defined in Section 18)below) or the receipt of the Company Shareholder Approval, Arch irrevocably and unconditionally agrees that it shall at any meeting of the stockholders shareholders of the CompanyCompany (whether annual, special or otherwise and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of the stockholders shareholders of the Company, the Principal Stockholder shall however proposed: (a) when a meeting is held, appear at each such meeting, in person or by proxy, meeting or otherwise cause its Covered Shares that are owned by Arch as of the Voting Shares date of such meeting to be counted as present thereat for purposes the purpose of establishing a quorum, and when a written consent is proposed, respond to each request by the Principal Stockholder shall Company for written consent, and (b) vote (or consent, or cause to be voted) voted at such meeting or act by written cause such consent to be granted with respect to to, all of the Voting Covered Shares that are beneficially owned by Arch as of the Principal Stockholder date of such meeting or as to which the Principal Stockholder has, directly or indirectly, the right to vote or direct the voting, consent (ai) in favor of the Merger and the adoption of the Merger Agreement and the Statutory Merger Agreement (each as they may be amended from time to time), and the approval in favor of the terms thereof and each of the other actions transactions contemplated by the Merger Agreement; Agreement and the Statutory Merger Agreement of which approval of the Company's shareholders is solicited, and (bii) against (A) any action proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between or involving the Company and any other Person that is intended to, or could would reasonably be expected toto impede, impedeinterfere with, delay or prevent postpone or adversely affect in any material respect the consummation of the Merger or any other transactions contemplated by the Merger Agreement; and , the Statutory Merger Agreement or this Agreement, (cB) against any Acquisition Proposal made by other action that would be reasonably likely to result in any person conditions to the consummation of the Merger under the Merger Agreement not being fulfilled, (C) any amendment or other than Buyer change to the Company Memorandum of Association or Company Bye-laws that would reasonably be expected to impede, interfere with, delay, postpone or adversely affect in any material respect the Merger or any of its Affiliates. The Principal Stockholder hereby agrees the other transactions contemplated by the Merger Agreement, the Statutory Merger Agreement or this Agreement, and (D) any other material change in the Company's corporate structure or business that it will not enter into any voting would reasonably be expected to impede, interfere with, delay or other similar agreement postpone or understanding with any person or entity or grant a proxy or power of attorney with respect to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions adversely affect in any manner inconsistent with clause (a), (b) material respect the Merger or (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote other transactions contemplated by the stockholders of Merger Agreement or 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 Statutory Merger Agreement, "person" shall have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Act.