Common use of Agreement to Vote Clause in Contracts

Agreement to Vote. (a) From the date hereof until the termination of this Agreement in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole and absolute discretion, at any meeting of the stockholders of the Company, however called, or at any adjournment thereof, or in connection with any written consent of the stockholders of the Company or in any other circumstances upon which a vote, consent or other approval of all or some of the stockholders of the Company is sought, each Company Preferred Stockholder shall vote (or cause to be voted) such Company Preferred Stockholder’s Subject Shares and any other shares of capital stock of the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (a) against any action, transaction or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of any of the parties hereto under this Agreement; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries; (ii) any sale, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; (v) any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; (vi) any other material change in the Company’s corporate structure or business; and (vii) any other action, transaction or proposal involving the Company or any of its Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, any of the transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote. (a) From the date hereof until the termination of this Agreement in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole and absolute discretion, at any At every meeting of the stockholders of the Company, however called, and at every adjournment or at any adjournment postponement thereof, or and in connection with any written consent of the stockholders of the Company Company, the Stockholder irrevocably agrees to (a) appear at each such meeting or in any other circumstances upon which otherwise cause the Shares to be counted as present thereat for purposes of calculating a votequorum and (b) unless Parent votes the Shares directly pursuant to the proxy granted by Section 1.3 below, consent or other approval of all or some of the stockholders of the Company is sought, each Company Preferred Stockholder shall vote (or cause to be voted), in person or by proxy, the Shares (i) such Company Preferred Stockholder’s Subject Shares in favor of approval of the Merger Agreement and each of the other transactions contemplated thereby and any other shares of capital stock matter that is required to facilitate the consummation of the Company ownedtransactions contemplated by the Merger Agreement, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (aii) against any action, transaction action 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 the Company under contained in the Merger Agreement or of the Stockholder contained in this Agreement, (iii) against any action, agreement or transaction that would reasonably be expected to materially impede, interfere or be inconsistent with, delay, postpone, discourage or adversely affect the timely consummation of the parties hereto under this Agreement; Offer or the Merger, and (biv) against the following actions any other action, agreement or transaction related to (other than the Merger and the transactions contemplated by the Merger Agreement): (iA) any extraordinary corporate transaction, such as a proposal or offer with respect to a merger, consolidation or other joint venture, partnership, consolidation, tender offer, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or any of its Subsidiaries; subsidiaries and (iiB) an inquiry, proposal or offer to acquire in any salemanner, lease directly or transfer indirectly, any of a material amount the outstanding shares of assets any class of equity securities of the Company or those of any of its Subsidiaries; (iii) any reorganizationsubsidiaries, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; assets (iv) any change including, without limitation, equity securities of its subsidiaries), in each case other than the transactions contemplated in the majority of Merger Agreement (collectively, the board of directors of the Company; (v) any change proposals described in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; (vi) any other material change in the Company’s corporate structure or business; and (vii) any other action, transaction or proposal involving the Company or any of its Subsidiaries that is intended or would reasonably be expected to clauses (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, any of the transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or and (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not are hereinafter referred to commit or agree to take any action inconsistent with the foregoingas an "Competing Proposal").

Agreement to Vote. (a) From The Shareholder hereby agrees that, except as expressly ----------------- set forth below, during the date hereof until the termination of time this Agreement is in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole and absolute discretioneffect, at any meeting of the stockholders of the Company, however called, or at and in any adjournment thereof, or in connection with any written action by consent of the stockholders of the Company or in any other circumstances upon which a vote, consent or other approval of all or some of the stockholders of the Company is sought, each Company Preferred Stockholder shall vote (or cause to be voted) such Company Preferred Stockholder’s Subject Shares and any other shares of capital stock of the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject SharesCompany, the “Voting Shares”): Shareholder shall: (a) vote the Shares in favor of the Merger; (b) vote the Shares against any action, transaction action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of any of the parties hereto under this Agreement; and (bc) vote the Shares against the following actions (other than any action or agreement that would impede, interfere with, delay, postpone or attempt to discourage the Merger and the transactions contemplated by the Merger Agreement): including, but not limited to, (i) any extraordinary corporate transactiontransaction (other than the Merger), such as a merger, consolidation or other business combination combination, reorganization or liquidation involving the Company or any of its Subsidiaries; Company, (ii) any sale, lease a sale or transfer of a material amount of assets of the Company or any of its Subsidiaries; , (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the management or board of directors of the Company; , except as otherwise agreed to in writing by the Purchaser, (viv) any material change in the present capitalization of the Company Company, or any amendment of the Company’s certificate of incorporation or by-laws; (viv) any other material change in the Company’s corporate structure or businessbusiness of the Company; and (viid) without limiting the foregoing, consult with the Purchaser prior to any other actionsuch vote and vote such Shares in such manner as is determined by the Purchaser to be in compliance with the provisions of this Section 1. The Shareholder acknowledges receipt and review of a copy of the Merger Agreement. In furtherance thereof, transaction or proposal involving the Shareholder hereby grants to the Purchaser an irrevocable proxy to vote the Shares in accordance with the terms and conditions of this Agreement, it being understood that such proxy is coupled with an interest. Notwithstanding the foregoing, if the Board of Directors of the Company enters into an agreement with another person or any entity to effect a Superior Offer (as defined in the Merger Agreement), and the Company is not otherwise in violation of its Subsidiaries that is intended or would reasonably be expected to (Aobligations under Section 5(g) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, of the Merger Agreement, any then the obligations of the transactions contemplated Shareholder set forth in this Section 1, and the proxy granted by this Section 1, may be terminated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoingShareholder.

Agreement to Vote. (a) From Subject to the date hereof until the termination terms of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole and absolute discretioneffect, at any annual or special meeting of the stockholders of the Company, however called, or at including any adjournment or postponement thereof, or and in connection with any action proposed to be taken by written consent (if permitted at such time) of the stockholders of the Company Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum; and (b) be present (in any other circumstances upon which a vote, consent person or other approval of all or some of the stockholders of the Company is sought, each Company Preferred Stockholder shall by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent (if permitted at such Company Preferred Stockholder’s time) with respect to, all of its Subject Shares and any other shares of capital stock of the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (ai) against any action, transaction or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of any of the parties hereto under this Agreement; and (b) against the following actions Acquisition Proposal (other than the Merger and Merger), (ii) against any change in membership of the transactions contemplated Company Board that is not recommended or approved by the Company Board, and (iii) against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer, the Merger Agreement): or the other Contemplated Transactions, including (ix) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries(other than the Merger); (iiy) any a sale, lease lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, recapitalization or liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; or (vz) any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; (vi) any other material change in the Company’s corporate structure or business; organizational documents. 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 (vii) without any other actionlimitation, transaction on any matters other than those set forth in this Section 1.2 that are at any time or proposal involving from time to time presented for consideration to the Company or any of its Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, any of the transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoingCompany’s stockholders generally.

Agreement to Vote. (a) From Stockholder hereby agrees that, during the date hereof until the termination of term this Agreement in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole and absolute discretionAgreement, at any meeting of the stockholders of the Company, however called, or at and in any adjournment thereof, or in connection with any written action by consent of the stockholders of Company, however taken, Stockholder shall cause the Company or Shares to be present for quorum purposes and to vote at such meeting and shall cause the Shares to be voted in any other circumstances upon which a votesuch consent, consent or other approval of all or some of the stockholders of the Company is soughtand in either case, each Company Preferred Stockholder shall vote (or cause to be voted) such Company Preferred Stockholder’s Subject Shares and any other shares of capital stock of the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): shall: (a) vote the Shares in favor of the adoption of the Merger Agreement; (b) vote the Shares against any action, transaction action or agreement that would would, or could reasonably be expected to, result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of that would result in a failure to satisfy any condition on the part of the parties hereto Company or its stockholders to be satisfied under this Agreement; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): ; (c) vote the Shares against any action or agreement that would, or could reasonably be expected to, impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to, (i) any extraordinary corporate transactiontransaction (other than the Merger), such as a merger, consolidation or other business combination combination, recapitalization, reorganization or liquidation, involving the Company or any of its Subsidiaries; (a "BUSINESS COMBINATION TRANSACTION"), (ii) any sale, lease a sale or transfer of a material amount of assets of the Company or any of its Subsidiaries; Subsidiaries (as defined in the Merger Agreement), (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the management or board of directors of the Company; , except as otherwise agreed to in writing by Parent, (viv) any material change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; (viv) any other material change in the Company’s corporate structure or businessbusiness of Company; and (viid) without limiting the foregoing, consult with Parent prior to any other actionsuch meeting or consent and, transaction or proposal involving in either case, vote such Shares in such manner as is determined by Parent to be in compliance with the provisions of this Section 1. Stockholder acknowledges receipt and review of a copy of the Merger Agreement. In furtherance of this Section 1, Stockholder hereby irrevocably grants to, and appoints, Parent, and any individual designated in writing by it, and each of them individually, as its proxy and attorney-in-fact (with full power of substitution), for and in its name, place and stead, to vote the Shares at any meeting of the stockholders of the Company or called with respect to any of its Subsidiaries the matters specified in this Agreement. The Stockholder understands and acknowledges that Parent is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect entering into the Offer, Merger Agreement in reliance upon Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that the Merger, irrevocable proxy set forth in this Section 1 is given in connection with the execution of the Merger Agreement, any and that such irrevocable proxy is given to secure the performance of the transactions contemplated duties of Stockholder under this Agreement. Except as otherwise provided for herein, Stockholder hereby (i) affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, (ii) ratifies and confirms all that the proxies appointed hereunder may lawfully do or cause to be done by virtue hereof and (iii) affirms that such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law (as defined in the Merger Agreement or Agreement). Notwithstanding any other provision of this Agreement, the irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement or the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not pursuant to commit or agree to take any action inconsistent with the foregoingSection 4.

Agreement to Vote. (a) From Subject to the date hereof until the termination terms of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole and absolute discretioneffect, at any annual or special meeting of the stockholders of the Company, however called, or at including any adjournment or postponement thereof, or 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 fullest extent that such Stockholder’s Subject Shares (other than Company Stock Options that are not exercised during the Agreement Period) are entitled to vote or consent thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum; and (b) be present (in any other circumstances upon which a vote, consent person or other approval of all or some of the stockholders of the Company is sought, each Company Preferred Stockholder shall by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) such Company Preferred Stockholder’s a written consent with respect to, all of its Subject Shares and any other shares of capital stock of the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (ai) against any action, transaction or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of any of the parties hereto under this Agreement; and (b) against the following actions Takeover Proposal (other than the Merger and Merger), (ii) against any change in membership of the transactions contemplated Company Board that is not recommended or approved by the Company Board, and (iii) against any other proposed action, agreement or transaction involving the Company that would reasonably be expected to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer, the Merger Agreement): or the other Transactions, including (ix) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries(other than the Merger); (iiy) any a sale, lease lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, recapitalization or liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; or (vz) any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; (vi) any other material change in the Company’s corporate structure or business; organizational documents. Each Stockholder shall retain at all times the right to vote such Stockholder’s Subject Shares in such Stockholder’s sole discretion, and (vii) without any other actionlimitation, transaction on any matters other than those set forth in this Section 1.2 that are at any time or proposal involving from time to time presented for consideration to the Company or any of its Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, any of the transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoingCompany’s stockholders generally.

Agreement to Vote. (a) From Subject to the date hereof until the termination terms of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole and absolute discretioneffect, at any annual or special meeting of the stockholders of the Company, however called, or at including any adjournment or postponement thereof, or and in connection with any action proposed to be taken by written consent (if permitted at such time) of the stockholders of the Company Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum; and (b) be present (in any other circumstances upon which a vote, consent person or other approval of all or some of the stockholders of the Company is sought, each Company Preferred Stockholder shall by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent (if permitted at such Company Preferred Stockholder’s time) with respect to, all of its Subject Shares and (i) against any other shares of capital stock Acquisition Proposal, (ii) against any change in membership of the Company ownedBoard that is not recommended or approved by the Company Board, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement and (such shares, together with the Subject Shares, the “Voting Shares”): (aiii) against any other proposed action, agreement or transaction or agreement involving the Company that would result in a breach of any covenantreasonably be expected, representation to impede, interfere with, delay, postpone, adversely affect or warranty or any other obligation or agreement prevent the consummation of the Company under Offer, the Merger Agreement or of any of the parties hereto under this Agreement; and other Contemplated Transactions, including (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (ix) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries(other than the Merger); (iiy) any a sale, lease lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, recapitalization or liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; or (vz) any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; (vi) any other material change in the Company’s corporate structure or business; organizational documents. 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 (vii) without any other actionlimitation, transaction on any matters other than those set forth in this Section 1.2 that are at any time or proposal involving from time to time presented for consideration to the Company or any of its Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, any of the transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoingCompany’s stockholders generally.

Agreement to Vote. (a) From the date hereof until the termination of this Agreement in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole and absolute discretion, at At any meeting of the stockholders of the CompanyCompany held prior to the earlier of (i) the Effective Time of the Merger and (ii) the termination of the Merger Agreement (but in no event beyond March 31, 2004) (such earlier time being herein referred to as the "Voting Termination Date"), however called, and at every adjournment or at any adjournment thereofpostponement thereof prior to the Voting Termination Date, or in connection with any written consent of the stockholders of the Company or in any other circumstances upon which a votegiven prior to the Voting Termination Date, consent or other approval of all or some of the stockholders of the Company is sought, each Company Preferred such Stockholder shall vote (or cause to be votedvoted such Stockholder's Shares (together with (a) such Company Preferred Stockholder’s Subject Shares and any other additional shares of capital stock of the Company owned, beneficially or any securities or other property that the Stockholder is or becomes entitled to receive from the Company by reason of record, by being a record holder of such Company Preferred Stockholder during the term number of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (a) against any action, transaction or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of any of the parties hereto under this Agreement; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transactioncapital stock, such as a merger, consolidation securities or other business combination involving property into which any such number of Shares shall have been or shall be converted or changed, whether by amendment to the Company or any Certificate of its Subsidiaries; (ii) any sale, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors Incorporation of the Company; , merger, consolidation, reorganization, capital change or otherwise, (vc) any change in additional Company Common Stock acquired by the present capitalization Stockholder as the result of the Stockholder's exercising an option, warrant or other right to acquire shares of capital stock from the Company or any amendment issued with respect to such number of Shares (all of the Company’s certificate foregoing hereinafter collectively referred to as such Stockholder's "Additional Shares")) in favor of incorporation or by-laws; (vi) any other material change actions required in the Company’s corporate structure or business; and (vii) any other action, transaction or proposal involving the Company or any furtherance of its Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, and against any transaction involving the Company which would prevent the consummation of the transactions contemplated by Merger. Such Stockholder shall not enter into any agreement or understanding with any person prior to the Merger Agreement Voting Termination Date, directly or this Agreement indirectly, to vote, grant any proxy or give instructions with respect to the contemplated economic benefits voting of such Stockholder's Shares (and any of the foregoing or (BAdditional Shares) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoingpreceding sentence.

Agreement to Vote. (a) From Subject to the date hereof until the termination terms of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole and absolute discretioneffect, at any annual or special meeting of the stockholders of the Company, however called, or at including any adjournment or postponement thereof, or and in connection with any action proposed to be taken by written consent of the stockholders of the Company Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum; and (b) be present (in any other circumstances upon which a vote, consent person or other approval of all or some of the stockholders of the Company is sought, each Company Preferred Stockholder shall by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) such Company Preferred Stockholder’s a written consent with respect to, all of its Subject Shares and any other shares of capital stock of the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (ai) against any action, transaction 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 Company under 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 VII or Annex I of the Merger Agreement not being satisfied on or before the Outside Date; (ii) against any change in the Board of any Directors of the parties hereto under this AgreementCompany; and (biii) against any Takeover Proposal and against any other action, agreement or transaction involving the following actions (other than 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 or the other transactions contemplated by the Merger Agreement): , including (ix) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries(other than the Merger); (iiy) any a sale, lease lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Intellectual Property and capital stock of Subsidiaries of the Company) of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, recapitalization or liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; or (vz) any change in the present capitalization of the Company or any amendment of or other change to the Company’s certificate Certificate of incorporation Incorporation or by-laws; (vi) Bylaws. 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 other material change 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 Company’s corporate structure or business; and (vii) any other action, transaction or proposal involving the Company or any of its Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, any of the transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoingstockholders generally.

Agreement to Vote. Until the Expiration Time, each of the Sponsor Parties, with respect to its Shares, hereby agree (aand agree to execute such documents or certificates evidencing such agreement as OceanTech and/or the Company may reasonably request in connection therewith) From to vote, or cause to be voted, in person or by proxy (or duly and promptly execute and deliver, or cause to be delivered, an action by written consent) at the date hereof until the termination of this Agreement in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole OceanTech Special Meeting and absolute discretion, at any meeting of the stockholders of the CompanyOceanTech, however called, or at and in any adjournment thereof, or in connection with any action by written consent of the stockholders of OceanTech, to approve the Company or Merger Agreement, all of its Shares (i) in favor of the approval and adoption of the Merger Agreement, the Transactions and this Agreement in accordance with the Insider Letter, (ii) in favor of any other circumstances matter reasonably necessary to the consummation of the Transactions and considered and voted upon which a vote, consent or other approval of all or some of by the stockholders of OceanTech (including the Company is soughtOceanTech Stockholder Approval Matters), each Company Preferred Stockholder shall vote (or cause to be votediii) such Company Preferred Stockholder’s Subject Shares and any other shares of capital stock in favor of the approval and adoption of the Equity Incentive Plan, (iv) for the appointment, and designation of the members of the Post-Closing Company ownedBoard of Directors, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (av) against any (A) action, agreement or transaction (other than the Merger Agreement or agreement the Transactions contemplated thereby), (B) proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company OceanTech under the Merger Agreement or of any that would reasonably be expected to result in the failure of the parties hereto under this Agreement; and Transactions from being consummated, (bC) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other amalgamation, arrangement, consolidation, business combination involving the Company or any combination, binding share exchange, sale of its Subsidiaries; (ii) any salesubstantial assets, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, plan of arrangement, dissolution, liquidation or winding up of or by OceanTech (other than the Company Merger Agreement and the Transactions) or any of its Subsidiaries; (ivD) any change in the majority of the board of directors of the Company; proposal, action or agreement that would (vx) any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; (vi) any other material change in the Company’s corporate structure or business; and (vii) any other action, transaction or proposal involving the Company or any of its Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage prevent or otherwise materially adversely affect the Offer, the Merger, the Merger nullify any provision of this Agreement, any of the transactions contemplated by the Merger Agreement or this Agreement or the Transactions contemplated economic benefits of any of the foregoing thereby, or (By) change in any manner the dividend policy or capitalization of, including the voting rights of the Subject Sharesany class of capital stock of OceanTech. Each Company Preferred Stockholder further agrees of the Sponsor Parties hereby agree that it shall not to commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote. (a) From the date hereof until the termination of this Agreement in accordance with Section 6.1, except 2.1 Except to the extent waived in writing by Parent the Bidder in its sole and absolute discretion, at any meeting of the stockholders of the CompanyTELVENT, however called, or at any adjournment thereof, or in connection with any written consent of the stockholders of the Company or in any other circumstances upon which a vote, consent or other approval of all or some of the stockholders of the Company TELVENT is sought, each Company Preferred Selling Stockholder shall vote (or and shall cause each of its Affiliates to be votedvote) such Company Preferred Stockholder’s all of the Subject Shares and any other shares of capital stock of the Company owned, beneficially or of record, owned by such Company Preferred Selling Stockholder during or Affiliate (to the term of this Agreement (such shares, together with extent the Subject Shares, Shares are not purchased in the “Voting Shares”Offer): (ai) against any action, transaction or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company TELVENT under the Merger Transaction Agreement or of any of the parties hereto under this Agreement; and (bii) against the following actions (other than the Merger and the transactions contemplated or permitted by the Merger Transaction Agreement): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company TELVENT or any of its Subsidiariessubsidiaries; (iiB) any sale, lease or transfer of a material amount of assets of the Company TELVENT or any of its Subsidiariessubsidiaries; (iiiC) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company TELVENT or any of its Subsidiariessubsidiaries; (ivD) any change in the majority of the board of directors of the CompanyCompany Board; (vE) any change in the present capitalization of the Company TELVENT or any amendment of the Company’s certificate articles of incorporation or by-lawsassociation of TELVENT; (viF) any other material change in the Company’s corporate structure or businessbusiness of TELVENT; and (viiG) any other action, transaction or proposal involving the Company TELVENT or any of its Subsidiaries subsidiaries that is intended or would reasonably be expected to (Ax) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Transaction Agreement, any of the transactions contemplated by the Merger Transaction Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or (By) change in any manner the voting rights of the any Subject Shares. Each Company Preferred , provided that none of the foregoing shall prohibit any employee of a Selling Stockholder further agrees not who is a director of TELVENT from fulfilling its duties as a director of TELVENT under provisions of Spanish law and in particular those related to commit or agree to take any action inconsistent with the foregoingindependence of directors and the fiduciary duties and duty of care of directors under Spanish Stock Corporation Law (Ley de Sociedades de Capital).

Agreement to Vote. (a) From Subject to the date hereof until the termination terms of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole and absolute discretioneffect, at any annual or special meeting of the stockholders of the Company, however called, or at including any adjournment or postponement thereof, or and in connection with any action proposed to be taken by written consent of the stockholders of the Company Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Shares are entitled to vote or consent thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum; and (b) be present (in any other circumstances upon which a vote, consent person or other approval of all or some of the stockholders of the Company is sought, each Company Preferred Stockholder shall by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) such Company Preferred Stockholder’s a written consent with respect to, all of its Subject Shares and any other shares of capital stock of the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (ai) against any action, transaction or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of any of the parties hereto under this Agreement; and (b) against the following actions Takeover Proposal (other than the Merger and Merger), (ii) against any change in membership of the transactions contemplated Company Board that is not recommended or approved by the Company Board, and (iii) against any other proposed action, agreement or transaction involving the Company that would reasonably be expected to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer, the Merger Agreement): or the other Transactions, including (ix) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries(other than the Merger); (iiy) any a sale, lease lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, recapitalization or liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; or (vz) any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; (vi) any other material change in the Company’s corporate structure or business; organizational documents. Each Stockholder shall retain at all times the right to vote such Stockholder’s Subject Shares in such Stockholder’s sole discretion, and (vii) without any other actionlimitation, transaction on any matters other than those set forth in this Section 1.2 that are at any time or proposal involving from time to time presented for consideration to the Company or any of its Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, any of the transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoingCompany’s stockholders generally.

Agreement to Vote. (a) From the date hereof until the termination of this Agreement in accordance with Section 6.1, except Prior to the extent waived in writing by Parent in its sole Termination Date (as defined herein), each Shareholder irrevocably and absolute discretion, unconditionally agrees that he or she shall at the Company Shareholder Meeting or any other meeting of the stockholders shareholders of the CompanyCompany (whether annual or special and whether or not an adjourned or postponed meeting), however called, or at any adjournment thereof, or in connection with any written consent of the stockholders shareholders of the Company (a) when a meeting is held, appear at such meeting or in any other circumstances upon which otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a votequorum, consent or other approval of all or some of the stockholders of and respond to each request by the Company is soughtfor written consent, each Company Preferred Stockholder shall if any and (b) vote (or consent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all Covered Shares (i) such Company Preferred Stockholder’s Subject Shares in favor of the Merger and any other shares of capital stock matters necessary for consummation of the Company owned, beneficially or of record, by such Company Preferred Stockholder during Merger and the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (a) against any action, transaction or agreement that would result other transactions contemplated in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of any of the parties hereto under this Agreement; and (bii) against the following actions (A) any Acquisition Proposal (other than the Merger and the transactions contemplated by the Merger Agreement): Merger), (iB) any extraordinary corporate transactionproposal for any recapitalization, such as a reorganization, liquidation, dissolution, amalgamation, merger, consolidation sale of assets or other business combination involving between the Company or and any of its Subsidiaries; other Person (ii) any saleother than the Merger), lease or transfer of a material amount of assets of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; (v) any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; (viC) any other material change in the Company’s corporate structure or business; and (vii) any other action, transaction or proposal involving the Company or any of its Subsidiaries action that is intended or would could reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage postpone or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, or any of the transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits any transaction that results in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of the foregoing Company or any of its Subsidiaries under the Merger Agreement, (BD) any change in any manner the voting rights present capitalization or dividend policy of the Subject Shares. Each Company Preferred Stockholder further agrees not or any amendment or other change to commit the Company Charter Documents, except if approved by Parent and (E) any other change in the Company’s corporate structure or agree to take any action inconsistent with the foregoingbusiness.

Agreement to Vote. (a) From the date hereof until the termination of this Agreement in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole and absolute discretion, at At any meeting of the stockholders of the CompanyCompany held on or prior to the Termination Date (as defined in Section 4.3), however called, and at every adjournment or at any adjournment postponement thereof, or in connection with any written consent of the stockholders holders of any class or classes of the Company or in any other circumstances upon which a vote, consent or other approval of all or some of the stockholders of the Company is sought, each Company Preferred Stockholder shall vote (or cause to be voted) such Company Preferred Stockholder’s Subject Shares and any other shares of capital stock of the Company ownedprior to the Termination Date, beneficially each Stockholder shall vote and cause each of its controlled Affiliates to vote all of the Securities with respect to which it has the right to vote or direct the vote (as of recordthe record date for such meeting of stockholders), by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (a) against in favor of the Purchase Agreement, the other Documents and all of the transactions contemplated by the Purchase Agreement and the other Documents, all matters requiring approval of stockholders under the listing requirements of the Nasdaq Stock Market in connection with such transactions, and any actionactions required in furtherance hereof, transaction or agreement that would result including, without limitation, (i) the issuance of the Series B Preferred Stock and Warrants at the Closings, (ii) the amendment and restatement of the Amended and Restated Certificate of Incorporation to read in a breach its entirety as set forth in the Purchase Agreement, and (iii) the election of any covenant, representation or warranty or any other obligation or agreement the directors nominated by the Purchaser to the Board of Directors of the Company under who are in the Merger Agreement or class of any of directors to be voted upon at the parties hereto under this Company's Stockholder's Meeting (as defined in the Purchase Agreement; and ), (b) against any Alternative Transaction, (c) except as otherwise agreed to in writing in advance by the Purchaser, against the following actions (other than the Merger and the transactions contemplated by the Merger AgreementPurchase Agreement or any of the other Documents): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries; (ii) any a sale, lease or transfer of substantially all of the assets of the Company or any of its Subsidiaries, or a material amount of assets reorganization, recapitalization, dissolution or liquidation of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; (ivA) any change in the majority of persons who constitute the board of directors of the CompanyCompany inconsistent with the composition of the board of directors as contemplated by the Documents; (vB) any change in the present capitalization of the Company or any amendment of the Company’s certificate Amended and Restated Certificate of incorporation Incorporation or by-lawsthe Amended and Restated Bylaws; (viC) any other material change in the Company’s 's corporate structure or business; and or (viiD) any other actionaction or agreement that, transaction directly or proposal involving the Company indirectly, is inconsistent with or any of its Subsidiaries that is intended or would could reasonably be expected expected, directly or indirectly, to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage postpone or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, any of the transactions contemplated by the Merger Purchase Agreement and the other Documents and (d) in favor of the Purchaser's nominees to the Board of Directors as contemplated by the Purchase Agreement. None of the Stockholders shall enter into, or this Agreement or the contemplated economic benefits of permit any of its controlled Affiliates to enter into, any agreement or understanding with any person prior to the foregoing Termination Date, directly or (B) change indirectly, to vote, grant any proxy or power of attorney, give instructions or enter into a voting agreement with respect to the voting of his or its Securities in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoingpreceding sentence.

Agreement to Vote. (a) From the date hereof until the termination of this Agreement in accordance with Section 6.1, except Prior to the extent waived in writing by Parent in its sole Termination Date and absolute discretionsubject to Section 3.2, the Sponsor 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, (i) appear at such meeting or at any adjournment thereof, or in connection with any written consent otherwise cause the Shares to be counted as present thereat for purposes of the stockholders of the Company or in any other circumstances upon which establishing a vote, consent or other approval of all or some of the stockholders of the Company is sought, each Company Preferred Stockholder shall quorum and (ii) vote (or consent), or cause to be voted) voted at such Company Preferred Stockholder’s Subject Shares meeting (or validly execute and any other shares of capital stock of the Company ownedreturn and cause such consent to be granted with respect to), beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject all Shares, the “Voting Shares”): (a) against any action, transaction or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement favor of the Company under the Merger Agreement or of any approval and adoption of the parties hereto under this Agreement; Business Combination Agreement and the transactions contemplated thereby, (b) against in favor of any other matter reasonably necessary to the following actions (other than the Merger and consummation of the transactions contemplated by the Merger Agreement): Business Combination Agreement and considered and voted upon at any such meeting, (ic) in favor of the approval of Parent Shareholder Approval (or, if there are insufficient votes in favor of any extraordinary corporate transactionof the foregoing (a), (b) and (c), in favor of the adjournment of such as meeting to a later date), (d) against the approval of any merger, consolidation or other business combination involving the Company or any scheme of its Subsidiaries; (ii) any salearrangement, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries; (iii) any consolidation, reorganization, recapitalization, dissolution, liquidation or winding up of or by Parent, the Company Purchaser or Merger Sub, or any public offering of any shares of Parent, the Purchaser, Merger Sub or any of its Subsidiaries; (iv) material subsidiaries, or, in case of a public offering only, a newly-formed holding company of Parent, the Purchaser or Merger Sub or such material subsidiaries, other than the Business Combination Agreement and the transactions contemplated thereby, against the approval of any change in the majority purchase of all or substantially all of the board assets of directors or other business combination transaction (other than the Business Combination Agreement and the transactions contemplated thereby), or against any proposal, action or agreement that would (1) impede, frustrate, prevent or nullify any provision of this Agreement, the Business Combination Agreement, the Reincorporation Merger or the Acquisition Merger, (2) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Parent, Purchaser or Merger Sub under the Business Combination Agreement, or (3) result in any of the Company; (v) any change conditions set forth in the present capitalization Article X of the Company or Business Combination Agreement not being fulfilled, and (f) against any amendment of the Company’s certificate organizational documents of incorporation Parent or by-laws; (vi) any other material change in the CompanyParent’s capitalization, corporate structure or business; and (vii) any business other action, transaction or proposal involving the Company or any of its Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, any of the transactions than as expressly contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoingBusiness Combination Agreement.

Agreement to Vote. (a) From Subject to the date hereof until the termination terms of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole and absolute discretioneffect, at any annual or special meeting of the stockholders of the Company, however called, or at including any adjournment or postponement thereof, or and in connection with any action proposed to be taken by written consent of the stockholders of the Company Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum; and (b) be present (in any other circumstances upon which a vote, consent person or other approval of all or some of the stockholders of the Company is sought, each Company Preferred Stockholder shall by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) such Company Preferred Stockholder’s a written consent with respect to, all of its Subject Shares and any other shares of capital stock of the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (ai) against any action, transaction 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 Company under contained in the Merger Agreement, or of any Stockholder contained in this Agreement, or (B) result in any of the conditions set forth in Section VII or Annex I of the Merger Agreement not being satisfied on or before the End Date; (ii) against any change in the Board of any Directors of the parties hereto under this AgreementCompany; and (biii) against any Acquisition Proposal and against any other proposed action, agreement or transaction involving the following actions (other than Company that is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer, the Merger and or the transactions contemplated by the Merger Agreement): other Transactions, including (ix) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries(other than the Merger); (iiy) any a sale, lease lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, recapitalization or liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; or (vz) any change in the present authorized capitalization of the Company or any amendment of or other change to the Company’s certificate Certificate of incorporation Incorporation or by-laws; (vi) Bylaws. 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 other material change 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 Company’s corporate structure or business; and (vii) any other action, transaction or proposal involving the Company or any of its Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, any of the transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoingstockholders generally.

Agreement to Vote. (a) From The Shareholder hereby agrees that, except as expressly set forth below, during the date hereof until the termination of time this Agreement is in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole and absolute discretioneffect, at any meeting of the stockholders of the Company, however called, or at and in any adjournment thereof, or in connection with any written action by consent of the stockholders of the Company or in any other circumstances upon which a vote, consent or other approval of all or some of the stockholders of the Company is sought, each Company Preferred Stockholder shall vote (or cause to be voted) such Company Preferred Stockholder’s Subject Shares and any other shares of capital stock of the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject SharesCompany, the “Voting Shares”): Shareholder shall: (a) vote the Shares in favor of the Merger; (b) vote the Shares against any action, transaction action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of any of the parties hereto under this Agreement; and (bc) vote the Shares against the following actions (other than any action or agreement that would impede, interfere with, delay, postpone or attempt to discourage the Merger and the transactions contemplated by the Merger Agreement): including, but not limited to, (i) any extraordinary corporate transactiontransaction (other than the Merger), such as a merger, consolidation or other business combination combination, reorganization or liquidation involving the Company or any of its Subsidiaries; Company, (ii) any sale, lease a sale or transfer of a material amount of assets of the Company or any of its Subsidiaries; , (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the management or board of directors of the Company; , except as otherwise agreed to in writing by the Purchaser, (viv) any material change in the present capitalization of the Company Company, or any amendment of the Company’s certificate of incorporation or by-laws; (viv) any other material change in the Company’s corporate structure or businessbusiness of the Company; and (viid) without limiting the foregoing, consult with the Purchaser prior to any other actionsuch vote and vote such Shares in such manner as is determined by the Purchaser to be in compliance with the provisions of this Section 1. The Shareholder acknowledges receipt and review of a copy of the Merger Agreement. In furtherance thereof, transaction or proposal involving the Shareholder hereby grants to the Purchaser an irrevocable proxy to vote the Shares in accordance with the terms and conditions of this Agreement, it being understood that such proxy is coupled with an interest. Notwithstanding the foregoing, if the Board of Directors of the Company enters into an agreement with another person or any entity to effect a Superior Offer (as defined in the Merger Agreement), and the Company is not otherwise in violation of its Subsidiaries that is intended or would reasonably be expected to (Aobligations under Section 5(g) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, of the Merger Agreement, any then the obligations of the transactions contemplated Shareholder set forth in this Section 1, and the proxy granted by this Section 1, may be terminated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoingShareholder.

Agreement to Vote. (a) From the date hereof until the termination of this Agreement in accordance with Section 6.1, except Prior to the extent waived in writing by Parent in its sole Termination Date and absolute discretionregardless of whether such Stockholder tenders any Covered Shares pursuant to Section 1, 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 at any adjournment thereof, or in connection with any written consent of the stockholders of the Company (x) when a meeting is held, appear at such meeting or in any other circumstances upon which otherwise cause such Stockholder's Covered Shares to be counted as present thereat for the purpose of establishing a votequorum, consent or other approval of all or some of the stockholders of and respond to each request by the Company is soughtfor written consent, each Company Preferred Stockholder shall if any, and (y) vote (or consent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of such Stockholder's Covered Shares (i) such in favor of the Merger, the execution and delivery by the Company Preferred Stockholder’s Subject Shares of the Merger Agreement, adoption and approval of the Merger Agreement and the terms thereof and any other shares of capital stock matters necessary for consummation of the Company owned, beneficially or of record, by such Company Preferred Stockholder during Merger and the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (a) against any action, transaction or agreement that would result other transactions contemplated in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement (whether or of any of not recommended by the parties hereto under this Agreement; Company Board), 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 following actions Company and any other Person (other than the Merger and the transactions contemplated by the Merger Agreement): Merger), (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries; (ii) any sale, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; (v) any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; (viC) any other material change in the Company’s corporate structure or business; and (vii) any other action, transaction or proposal involving the Company or any of its Subsidiaries action that is intended or would could reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage postpone or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, or any of the transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits any transaction that results in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of the foregoing Company or any of its Subsidiaries under the Merger Agreement, and (BD) any change in any manner the voting rights present capitalization or dividend policy of the Subject Shares. Each Company Preferred Stockholder further agrees not or any amendment or other change to commit the Company's certificate of incorporation or agree to take any action inconsistent with the foregoingbylaws, except if approved by Parent.

Agreement to Vote. (a) From In order to induce Parent and Merger Subsidiary to enter into the Merger Agreement, each Stockholder hereby agrees that, from and after the date hereof and until the termination of this Agreement in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole and absolute discretionTermination Time, at any meeting of the stockholders of the Company, however called, or at any adjournment thereof, or in connection with any written consent of the stockholders of Company, such Stockholder shall appear at each such meeting, in person or by proxy, or otherwise cause the Company or in any other circumstances upon which Voting Shares to be counted as present thereat for purposes of establishing a votequorum, consent or other approval of all or some of the stockholders of the Company is sought, and each Company Preferred such Stockholder shall vote (or cause to be voted) or act by written consent with respect to all of its Voting Shares that are beneficially owned by each such Company Preferred Stockholder’s Subject Shares and any other shares of capital stock of the Company ownedStockholder or its affiliates or as to which such Stockholder has, beneficially directly or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Sharesindirectly, the “Voting Shares”): 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; (b) against any action, transaction action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement or of any of the parties hereto under Stockholder contained in this Agreement; (c) against any Acquisition Proposal; and (bd) against the following actions any other action, agreement or transaction (other than the Merger Agreement and the transactions contemplated by thereby) that is intended, or could reasonably be expected, to impede, interfere or be inconsistent with, delay, postpone, discourage or materially adversely affect the Merger or the performance by each of the Stockholders of its obligations under this Agreement): , including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its SubsidiariesSubsidiaries (other than the Merger); (ii) any a sale, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries; Subsidiaries (iiiother than the Specified Asset Sales) any or a reorganization, recapitalization, dissolution, recapitalization or liquidation or winding up of the Company or any of its SubsidiariesSubsidiaries other than AHA; (iii) a material change in the policies or management of Company; (iv) any change in the majority an election of new members to the board of directors of the Company; (v) any material change in the present capitalization or dividend policy of the Company or any amendment of the or other change to Company’s 's certificate of incorporation incorporation; or by-laws; (vi) any other material change in the Company’s 's corporate structure or business; . Each Stockholder hereby agrees that such Stockholder will not enter into any voting or other 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 Time (other than a proxy or power of attorney to an officer of Company that may be exercised solely in accordance with this Section 2 and (viiexcept as provided in Section 3 below) any other action, transaction or proposal involving the Company vote or any of its Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, any of the transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or (B) change give instructions in any manner the voting rights inconsistent with clauses (a), (b), (c) or (d) of the Subject Sharespreceding sentence. Each Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Time, not to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the stockholders of Company Preferred Stockholder further agrees not to commit or agree to take any action would be inconsistent with or frustrate the foregoingpurposes of the other covenants of such Stockholder pursuant to this paragraph.

Agreement to Vote. (a) From In order to induce Merger Subsidiary and Parent to enter into the Merger Agreement, each Stockholder of Company hereby agrees that, from and after the date hereof and until the termination of this Agreement in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole and absolute discretionTermination Time, at any meeting of the stockholders of the Company, however called, or at any adjournment thereof, or in connection with any written consent of the stockholders of the Company Company, such Stockholder shall appear at each such meeting, in person or in any other circumstances upon which by proxy, or otherwise cause such Stockholder’s Voting Shares to be counted as present thereat for purposes of establishing a votequorum, consent or other approval of all or some of the stockholders of the Company is sought, and each Company Preferred such Stockholder shall vote (or cause to be voted) or act by written consent with respect to all of its Voting Shares that are beneficially owned by each such Company Preferred Stockholder’s Subject Shares Stockholder or its affiliates or as to which such Stockholder has, directly or indirectly, the right to vote or direct the voting, (i) in favor of adoption and any other shares of capital stock approval of the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject SharesMerger Agreement, the “Voting Shares”): Consolidation and the Merger and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement; (aii) against any action, transaction action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement or of any Stockholder of the parties hereto under Company contained in this Agreement; (iii) against any Company Takeover Proposal; and (biv) against the following actions any other action, agreement or transaction (other than the Merger Agreement and the transactions contemplated by thereby) that is intended, or could reasonably be expected, to impede, interfere or be inconsistent with, delay, postpone, discourage or materially adversely affect the Consolidation, the Merger or the performance by each of the Stockholders of Company of such Stockholder’s obligations under this Agreement): , including, but not limited to (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its SubsidiariesSubsidiaries (other than the Consolidation or the Merger); (iiB) any a sale, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries or a reorganization, recapitalization or liquidation of Company or any of its Subsidiaries; (iiiC) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; (iv) any a material change in the majority policies or management of Company; (D) an election of new members to the board of directors of the Company; (vE) any material change in the present capitalization or dividend policy of the Company or any amendment of the or other change to Company’s certificate articles of incorporation (other than as contemplated in the Merger Agreement); or by-laws; (viF) any other material change in the Company’s corporate structure or business; and (vii) any other action, transaction or proposal involving the Company or any of its Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, than as contemplated in the Merger Agreement, ) or business. Each Stockholder of Company hereby agrees that such Stockholder will not enter into any voting or other agreement or understanding with any person or entity or grant a proxy or power of attorney with respect to such Stockholder’s Shares prior to the transactions contemplated by the Merger Agreement Termination Time (other than a proxy or power of attorney to an officer of Parent that may be exercised solely in accordance with this Agreement Section 2 and except as provided in Section 3 below) or the contemplated economic benefits of any of the foregoing vote or (B) change give instructions in any manner the voting rights inconsistent with clauses (i), (ii), (iii) or (iv) of the Subject Sharespreceding sentence. Each Stockholder of Company Preferred Stockholder further agrees hereby agrees, during the period commencing on the date hereof and ending on the Termination Time, not to commit vote or agree to take execute any action written consent in lieu of a stockholders meeting or vote, if such consent or vote by the stockholders of Company would be inconsistent with or frustrate the foregoingpurposes of the other covenants of such Stockholder pursuant to this paragraph.

Agreement to Vote. (a) From the date hereof until the termination of this Agreement in accordance with Section 6.1, except Prior to the extent waived in writing by Parent in its sole Termination Date and absolute discretionregardless of whether such Stockholder tenders any Covered Shares pursuant to Section 1, 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 at any adjournment thereof, or in connection with any written consent of the stockholders of the Company (x) when a meeting is held, appear at such meeting or in any other circumstances upon which otherwise cause such Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a votequorum, consent or other approval of all or some of the stockholders of and respond to each request by the Company is soughtfor written consent, each Company Preferred Stockholder shall if any, and (y) vote (or consent), or cause to be voted) voted at such Company Preferred meeting (or validly execute and return and cause such consent to be granted with respect to), all of such Stockholder’s Subject Covered Shares (i) in favor of the Merger, the execution and delivery by the Company of the Merger Agreement, adoption and approval of the Merger Agreement and the terms thereof and any other shares of capital stock matters necessary for consummation of the Company owned, beneficially or of record, by such Company Preferred Stockholder during Merger and the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (a) against any action, transaction or agreement that would result other transactions contemplated in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement (whether or of any of not recommended by the parties hereto under this Agreement; Company Board), 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 following actions Company and any other Person (other than the Merger and the transactions contemplated by the Merger Agreement): Merger), (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries; (ii) any sale, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; (v) any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; (viC) any other material change in the Company’s corporate structure or business; and (vii) any other action, transaction or proposal involving the Company or any of its Subsidiaries action that is intended or would could reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage postpone or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, or any of the transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits any transaction that results in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of the foregoing Company or any of its Subsidiaries under the Merger Agreement, and (BD) any change in any manner the voting rights present capitalization or dividend policy of the Subject Shares. Each Company Preferred Stockholder further agrees not or any amendment or other change to commit the Company’s certificate of incorporation or agree to take any action inconsistent with the foregoingbylaws, except if approved by Parent.

Agreement to Vote. (a) From the date hereof until the termination of this Agreement in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole and absolute discretion, at At any meeting of the stockholders of the CompanyCompany held on or prior to the Termination Date (as defined in Section 4.3), however called, and at every adjournment or at any adjournment postponement thereof, or in connection with any written consent of the stockholders holders of any class or classes of the Company or in any other circumstances upon which a vote, consent or other approval of all or some of the stockholders of the Company is sought, each Company Preferred Stockholder shall vote (or cause to be voted) such Company Preferred Stockholder’s Subject Shares and any other shares of capital stock of the Company ownedprior to the Termination Date, beneficially each Stockholder shall vote and cause each of its controlled Affiliates to vote all of the Securities with respect to which it has the right to vote or direct the vote (as of recordthe record date for such meeting of stockholders), by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (a) against in favor of the Purchase Agreement, the other Documents and all of the transactions contemplated by the Purchase Agreement and the other Documents, all matters requiring approval of stockholders under the listing requirements of the Nasdaq Stock Market in connection with such transactions, and any actionactions required in furtherance hereof, transaction or agreement that would result including, without limitation, (i) the issuance of the Series B Preferred Stock and Warrants at the Closings, (ii) the amendment and restatement of the Amended and Restated Certificate of Incorporation to read in a breach its entirety as set forth in the Purchase Agreement, and (iii) the election of any covenant, representation or warranty or any other obligation or agreement the directors nominated by the Purchaser to the Board of Directors of the Company under who are in the Merger Agreement or class of any of directors to be voted upon at the parties hereto under this Company's Stockholder's Meeting (as defined in the Purchase Agreement; and ), (b) against any Alternative Transaction, and (c) except as otherwise agreed to in writing in advance by the Purchaser, against the following actions (other than the Merger and the transactions contemplated by the Merger AgreementPurchase Agreement or any of the other Documents): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries; (ii) any a sale, lease or transfer of substantially all of the assets of the Company or any of its Subsidiaries, or a material amount of assets reorganization, recapitalization, dissolution or liquidation of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; (ivA) any change in the majority of persons who constitute the board of directors of the CompanyCompany inconsistent with the composition of the board of directors as contemplated by the Documents; (vB) any change in the present capitalization of the Company or any amendment of the Company’s certificate Amended and Restated Certificate of incorporation Incorporation or by-lawsthe Amended and Restated Bylaws; (viC) any other material change in the Company’s 's corporate structure or business; and or (viiD) any other actionaction or agreement that, transaction directly or proposal involving the Company indirectly, is inconsistent with or any of its Subsidiaries that is intended or would could reasonably be expected expected, directly or indirectly, to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage postpone or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, any of the transactions contemplated by the Merger Purchase Agreement and the other Documents. None of the Stockholders shall enter into, or this Agreement or the contemplated economic benefits of permit any of its controlled Affiliates to enter into, any agreement or understanding with any person prior to the foregoing Termination Date, directly or (B) change indirectly, to vote, grant any proxy or power of attorney, give instructions or enter into a voting agreement with respect to the voting of his or its Securities in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoingpreceding sentence.

Agreement to Vote. (a) From Subject to the date hereof until the termination terms of this Agreement, each Stockholder hereby irrevocably agrees that, during the time this Agreement is in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole and absolute discretioneffect, at any annual or special meeting of the stockholders of the Company, however called, or at including any adjournment or postponement thereof, or and in connection with any action proposed to be taken by written consent of the stockholders of the Company Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Shares are entitled to vote or consent thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum; and (b) be present (in any other circumstances upon which a vote, consent person or other approval of all or some of the stockholders of the Company is sought, each Company Preferred Stockholder shall by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) such Company Preferred Stockholder’s a written consent with respect to, all of its Subject Shares and any other shares of capital stock of the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (ai) against any action, transaction or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of any of the parties hereto under this Agreement; and (b) against the following actions Takeover Proposal (other than the Merger and Merger), (ii) against any change in membership of the transactions contemplated Company Board that is not recommended or approved by the Company Board, and (iii) against any other proposed action, agreement or transaction involving the Company that would reasonably be expected to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer, the Merger Agreement): or the other Transactions, including (ix) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries(other than the Merger); (iiy) any a sale, lease lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, recapitalization or liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; or (vz) any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; (vi) any other material change in the Company’s corporate structure or business; organizational documents. Each Stockholder shall retain at all times the right to vote such Stockholder’s Subject Shares in such Stockholder’s sole discretion, and (vii) without any other actionlimitation, transaction on any matters other than those set forth in this Section 1.3 that are at any time or proposal involving from time to time presented for consideration to the Company or any of its Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, any of the transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoingCompany’s stockholders generally.

Agreement to Vote. (a) From Each Stockholder hereby irrevocably and unconditionally agrees that, from the date hereof until the earlier of (i) the time that the Company Stockholder Approval has been obtained and (ii) termination of this Agreement in accordance with Section 6.1, except to 5.1 (the extent waived in writing by Parent in its sole and absolute discretion“Voting Period”), 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 at any adjournment or postponement thereof, or in connection with any written consent of the stockholders of the Company or in any other circumstances upon which a vote, consent or other approval of all or some of the stockholders of the Company is sought, each Company Preferred such Stockholder shall 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 Company Preferred Stockholder’s Subject Shares and any other shares of capital stock of the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): time (a) against any action, transaction or agreement that would result in a breach favor of any covenant, representation or warranty or any other obligation or agreement approval and adoption of the Company under the Merger Agreement or of any of and the parties hereto under this Agreement; transactions contemplated thereby, including the Merger and (b) against (A) any Alternative Proposal, (B) any extraordinary dividend or distribution by the following actions Company, (C) any material change in the capital structure of the Company or any Subsidiary of the Company, (D) any merger agreement or merger (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate ), consolidation, combination, material business transaction, such as a mergersale of assets, consolidation or other business combination involving the Company or any of its Subsidiaries; (ii) any sale, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company Company, or any of its Subsidiaries; (iv) any change in the majority of the board of directors of other action or transaction involving the Company; , and (vE) any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; (vi) any other material change organizational documents that, in the Company’s corporate structure case of (C), (D) or business; and (vii) any other actionE), transaction or proposal involving the Company or any of its Subsidiaries that is intended would or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage materially impair the ability of Parent or otherwise materially adversely affect the Offer, Merger Sub to complete the Merger, or that would or would reasonably be expected to prevent, materially impede or materially delay the Merger Agreementconsummation of the Merger. Notwithstanding anything herein to the contrary, this Section 1.1 shall not require any Stockholder to be present (in person or by proxy) or vote (or cause to be voted) any of the transactions contemplated by its Owned Shares to amend the Merger Agreement or 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 (i) decreases the amount or changes the form of the Merger Consideration, (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders or (iii) extends the End Date. For the avoidance of doubt, each Stockholder agrees that the obligations of the Stockholders specified in this Agreement Section 1.1 shall not be affected by (y) any Change of Recommendation or (z) any breach by the contemplated economic benefits Company of any of its representations, warranties, agreements or covenants set forth in the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoingMerger Agreement.

Agreement to Vote. (a) From the date hereof until the termination of this Agreement in accordance with Section 6.1, except 2.1 Except to the extent waived in writing by Parent the Bidder in its sole and absolute discretion, at any meeting of the stockholders of the CompanyTELVENT, however called, or at any adjournment thereof, or in connection with any written consent of the stockholders of the Company or in any other circumstances upon which a vote, consent or other approval of all or some of the stockholders of the Company TELVENT is sought, each Company Preferred the Selling Stockholder shall vote (or cause to be voted) such Company Preferred Stockholder’s all of the Subject Shares and any other shares of capital stock of owned by it (to the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with extent the Subject Shares, Shares are not purchased in the “Voting Shares”Offer): (ai) against any action, transaction or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company TELVENT under the Merger Transaction Agreement or of any of the parties hereto under this Agreement; and (bii) against the following actions (other than the Merger and the transactions contemplated or permitted by the Merger Transaction Agreement): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company TELVENT or any of its Subsidiariessubsidiaries; (iiB) any sale, lease or transfer of a material amount of assets of the Company TELVENT or any of its Subsidiariessubsidiaries; (iiiC) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company TELVENT or any of its Subsidiariessubsidiaries; (ivD) any change in the majority of the board of directors of the CompanyCompany Board; (vE) any change in the present capitalization of the Company TELVENT or any amendment of the Company’s certificate articles of incorporation or by-lawsassociation of TELVENT; (viF) any other material change in the Company’s corporate structure or businessbusiness of TELVENT; and (viiG) any other action, transaction or proposal involving the Company TELVENT or any of its Subsidiaries subsidiaries that is intended or would reasonably be expected to (Ax) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Transaction Agreement, any of the transactions contemplated by the Merger Transaction Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or (By) change in any manner the voting rights of the any Subject Shares. Each Company Preferred ; provided that none of the foregoing shall prohibit the Selling Stockholder further agrees not from fulfilling his duties as the Chief Executive Officer and Chairman of the Board of Directors of TELVENT under provisions of Spanish law and in particular those related to commit or agree to take any action inconsistent with the foregoingindependence of directors and the fiduciary duties and duty of care of directors under Spanish Stock Corporation Law (Ley de Sociedades de Capital).

Agreement to Vote. (a) From Subject to the date hereof until the termination terms of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole and absolute discretioneffect, at any annual or special meeting of the stockholders of the Company, however called, or at including any adjournment or postponement thereof, or and in connection with any action proposed to be taken by written consent of the stockholders of the Company Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum and (b) be present (in any other circumstances upon which a vote, consent person or other approval of all or some of the stockholders of the Company is sought, each Company Preferred Stockholder shall by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of such Company Preferred Stockholder’s Subject Shares and any other shares of capital stock of the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (ai) against any action, transaction 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 Company under contained in the Merger Agreement, or of any Stockholder contained in this Agreement, or (B) result in any of the conditions set forth in Section 6 or Exhibit E of the Merger Agreement not being satisfied on or of before the End Date, (ii) against any Acquisition Proposal, (iii) against any change in membership of the parties hereto under this Agreement; and Company Board, (biv) against any other proposed action, agreement or transaction involving the following actions (other than Company that is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer, the Merger and or the other transactions contemplated by the Merger Agreement): , including (ix) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries; (iiother than the Merger), (y) any a sale, lease lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, recapitalization or liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; (vz) any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; (vi) any other material change in the Company’s corporate structure or business; organizational documents, and (viiv) in favor of any other actionmatter necessary to the consummation of the Merger Agreement, transaction or proposal involving the Company or any of its Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, Merger and the Merger Agreement, any of the other transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject SharesAgreement. Each Company Preferred Stockholder further agrees not shall retain at all times the right to commit vote such Stockholder’s Subject Shares in such Stockholder’s sole discretion, and without any other limitation, on any matters other than those set forth in this Section 1.02 that are at any time or agree from time to take any action inconsistent with time presented for consideration to the foregoingCompany’s stockholders generally.

Agreement to Vote. (a) From The Stockholder hereby agrees, that during the period commencing on the date hereof and continuing until the first to occur of the Effective Time or the termination of the Merger Agreement or this Agreement in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole and absolute discretiontheir respective terms, at any meeting of the stockholders of the Company, however called, or at any adjournment thereof, or in connection with any written consent of the stockholders of the Company or in any other circumstances upon which a voteCompany, consent or other approval of all or some of the stockholders of the Company is sought, each Company Preferred Stockholder shall vote (or cause to be voted) such Company Preferred Stockholder’s Subject the Shares and any other shares held of capital stock of record or beneficially by the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (a) in favor of the Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof, and each of the actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance hereof or thereof; (b) against any action, transaction action or agreement that would is intended to, or could reasonably be expected to, impede, interfere with, or prevent the Merger or any condition precedent for the Merger from being satisfied, or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of any of the parties hereto under this Agreement; and (bc) except as specifically requested in writing by Parent or Merger Sub in advance, against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiariessubsidiaries or affiliates; (ii) any to the extent prohibited by the Merger Agreement, a sale, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries; (iii) any subsidiaries or affiliates or a reorganization, recapitalization, dissolution, dissolution or liquidation or winding up of the Company or any of its Subsidiariessubsidiaries or affiliates; (iviii)(A) any change in the majority of the board of directors of the Company; (vB) any material change in the present capitalization of the Company or any amendment of to the Company’s certificate Certificate of incorporation Incorporation or by-lawsBylaws to the extent prohibited by the Merger Agreement; or (viC) any other material change in the Company’s corporate structure or business; and (vii) any other action, transaction or proposal involving the Company or any of its Subsidiaries that is intended subsidiaries’ or would reasonably be expected affiliates’ corporate structure or business to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, extent prohibited by the Merger Agreement, . The Stockholder shall not enter into any agreement or understanding with any person or entity prior to the termination of the transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not accordance with its terms to commit or vote, commit, agree to take any action or give instructions in any manner inconsistent with clauses (i), (ii) or (iii) of the foregoingpreceding sentence.

Agreement to Vote. (a) From Each Stockholder hereby agrees that, during the date hereof until the termination of this Agreement in accordance with Section 6.1Initial Voting Period, except to the extent waived in writing by Parent in its sole and absolute discretion, at any duly called meeting of the stockholders of the Company, however called, Parent (or at any adjournment or postponement thereof), or in connection with any written consent of the stockholders of the Company or in any other circumstances (including action by written consent of stockholders in lieu of a meeting) upon which a vote, consent adoption or other approval of all or some consent with respect to the adoption of the stockholders Merger Agreement or the approval of the Company Merger and any of the transactions contemplated thereby is sought, each Company Preferred Stockholder such Stockholder, if a meeting is held, shall appear at the meeting, in person or by proxy, and shall provide a written consent or vote (or cause to be voted) such Company Preferred Stockholder’s Subject Shares and any other shares ), in person or by proxy, all of capital stock of the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): in each case (ai) against in favor of (A) any action, transaction proposal to adopt and approve or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under reapprove the Merger Agreement or of any of the parties hereto under this Agreement; and (b) against the following actions (other than the Merger and the transactions contemplated by thereby, including (1) adoption and approval of the Merger Agreement): Agreement and the Contemplated Transactions, (i2) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any issuance of its Subsidiaries; (ii) any sale, lease or transfer shares of a material amount of assets of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; (v) any change in the present capitalization of the Company or any amendment of Common Stock to the Company’s certificate stockholders in connection with the Contemplated Transactions pursuant to the terms of incorporation or by-laws; (vi) any other material change in the Company’s corporate structure or business; and (vii) any other action, transaction or proposal involving the Company or any of its Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, (3) the change of control of Parent resulting from the Merger pursuant to Nasdaq rules, (4) an amendment to the restated certificate of incorporation of Sesen Bio, as amended, to effect a reverse stock split of the issued and outstanding shares of Common Stock, at a ratio of 1-for-20, and reduce the number of authorized shares of Common Stock to 100,000,000, (5) the approval of the Equity Plan Amendments, and (B) waiving any notice that may have been or may be required relating to the Merger or any of the transactions contemplated by other Contemplated Transactions (the Merger Agreement or this Agreement or the contemplated economic benefits “Stockholder Approval Matters”), and (ii) against any Acquisition Proposal and any action in furtherance of any of the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoingsuch Acquisition Proposal.

Agreement to Vote. (a) From Subject to Section 5.07, the date hereof until Stockholder hereby irrevocably and unconditionally agrees to vote or cause to be voted all of the termination Shares then owned beneficially or of this Agreement in accordance with Section 6.1, except to record by him at the extent waived in writing by Parent in its sole Company Stockholders Meeting and absolute discretion, at any other annual or special meeting of the stockholders shareholders of the Company, however called, Company (or at any adjournment or postponement thereof) where any such proposal is submitted, or and in connection with any written consent of the stockholders stockholders, (A) in favor of the Company or in any other circumstances upon which a vote, consent or other approval of all or some and authorization of the stockholders of the Company is soughtMerger, each Company Preferred Stockholder shall vote (or cause to be voted) such Company Preferred Stockholder’s Subject Shares and any other shares of capital stock of the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (a) against any action, transaction or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or and the other transactions contemplated thereby (collectively, the "PROPOSED TRANSACTION") and (B) against (i) approval of any of proposal made in opposition to or in competition with the parties hereto under this Agreement; and (b) against the following actions (other than the Merger Proposed Transaction and the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries; (ii) any salemerger, lease consolidation, sale of assets, business combination, share exchange, reorganization or transfer of a material amount of assets recapitalization of the Company or any of its Subsidiaries; subsidiaries, with or involving a party other than as contemplated by the Merger Agreement, (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; Company, (iv) any change in the majority of the board of directors of extraordinary dividend by the Company; , (v) any change in the present capitalization capital structure or business of the Company or any amendment of (other than pursuant to the Company’s certificate of incorporation or by-laws; Merger Agreement) and (vi) any other material change in the Company’s corporate structure or business; and (vii) any other action, transaction or proposal involving the Company or any of its Subsidiaries action that is intended or would may reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, postpone or attempt to discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, any consummation of the transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits result in a breach of any of the foregoing covenants, representations, warranties or (B) change in any manner the voting rights other obligations or agreements of the Subject Shares. Each Company Preferred Stockholder further agrees not under the Merger Agreement, or which would materially and adversely affect the Company or Parent or their respective abilities to commit or agree to take any action inconsistent with consummate the foregoingtransactions contemplated by the Merger Agreement.

Agreement to Vote. (a) From Subject to the date hereof until the termination terms of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole and absolute discretioneffect, at any annual or special meeting of the stockholders of the Company, however called, or at including any adjournment or postponement thereof, or and in connection with any action proposed to be taken by written consent of the stockholders of the Company Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum; and (b) be present (in any other circumstances upon which a vote, consent person or other approval of all or some of the stockholders of the Company is sought, each Company Preferred Stockholder shall by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) such Company Preferred Stockholder’s a written consent with respect to, all of its Subject Shares and any other shares of capital stock of the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (ai) against any action, transaction 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 Company under 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 VII or Annex I of the Merger Agreement not being satisfied on or before the End Date; (ii) against any change in the Board of any Directors of the parties hereto under this AgreementCompany; and (biii) against any Acquisition Proposal and against any other action, agreement or transaction involving the following actions (other than 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 or the other transactions contemplated by the Merger Agreement): , including (ix) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries(other than the Merger); (iiy) any a sale, lease lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, recapitalization or liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; , or (vz) any change in the present capitalization of the Company or any amendment of or other change to the Company’s certificate Certificate of incorporation Incorporation or by-laws; (vi) Bylaws. Subject to the proxy granted under Section 1.3, each Stockholder shall retain at all times the right to vote the Subject Shares in such Stockholder’s sole discretion, and without any other material change 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 Company’s corporate structure or business; and (vii) any other action, transaction or proposal involving the Company or any of its Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, any of the transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoingstockholders generally.

Agreement to Vote. (a) From Each Stockholder, by this Agreement, with respect to his, her or its Shares, severally and not jointly, hereby agrees, during the date hereof until the termination term of this Agreement in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole and absolute discretionAgreement, at any meeting of the stockholders of the CompanyCompany or New JC, however called, called or at any adjournment thereof, or in connection with any written consent of the stockholders of the Company or in any other circumstances upon which a circumstance that the vote, consent or other approval of all or some of the stockholders shareholders of the Company or New JC is sought, each Company Preferred Stockholder shall to (i) appear at such meeting or otherwise cause all of such Stockholder’s Shares to be counted present thereat for purposes of calculating a quorum and (ii) vote (or cause to be votedvoted (or duly and promptly execute and deliver, or cause to be duly and promptly executed and delivered, an action by written consent which written consent shall be delivered promptly, and in any event within forty-eight (48) hours, after the Company or New JC, as applicable requests such Company Preferred delivery), all of such Stockholder’s Subject Shares and any other shares of capital stock (A) in favor of the Company owned, beneficially or approval and adoption of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject SharesBCA, the “Voting Shares”): Merger, the Restructuring and the other Transactions and (aB) against any action, transaction or agreement (x) proposal that would result in a change in the business, management or Company Board (other than in connection with the Restructuring or the other Transactions), (y) Company Acquisition Proposal or proposal relating to a Company Acquisition Proposal, and (z) proposal, action or agreement that would (I) impede, frustrate, prevent or nullify any provision of this Agreement, the BCA, the Restructuring or the other Transactions, (II) result in a breach in any respect of any covenant, representation or representation, warranty or any other obligation or agreement of the Company or New JC under the Merger Agreement or of BCA, (III) result in any of the parties hereto under this Agreement; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries; (ii) any sale, lease or transfer of a material amount of assets conditions set forth in Article VIII of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; (v) any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; (vi) any other material change in the Company’s corporate structure or business; and (vii) any other action, transaction or proposal involving the Company or any of its Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, any of the transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing BCA not being fulfilled or (BIV) change in any manner the dividend policy or capitalization of, including the voting or other rights of any class of capital stock of, the Subject SharesCompany or New JC (other than pursuant to the Restructuring, which shall not affect the ultimate economic ownership of the Company). Each Company Preferred Stockholder further agrees shall not to commit or agree to take any action inconsistent with the foregoing. Each Stockholder acknowledges receipt and review of a copy of the BCA.

Agreement to Vote. (a) From the date hereof until the termination of this Agreement in accordance with Section 6.1, except Prior to the extent waived in writing by Parent in its sole Termination Date (as defined below), each Stockholder irrevocably and absolute discretion, 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 at any adjournment thereof, or in connection with any written consent of the stockholders of the Company Company, however proposed (a) when a meeting is held, appear at such meeting or in any other circumstances upon which otherwise cause its Covered Shares to be counted as present thereat for the purpose of establishing a votequorum, and when a written consent or other approval of all or some of the stockholders of is proposed, respond to each request by the Company is soughtfor written consent, each Company Preferred Stockholder shall and (b) vote (or consent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all Covered Shares (i) such Company Preferred Stockholder’s Subject Shares in favor of the Merger, the adoption of the Merger Agreement and any other shares of capital stock matters necessary for consummation of the Merger and the other transactions contemplated by the Merger Agreement and any other action reasonably requested by Parent in furtherance thereof 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 ownedand any other Person (other than the Merger or Spin-Off), beneficially (C) any other action that would reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any of record, the transactions contemplated by such Company Preferred Stockholder during the term of Merger Agreement or this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (a) against or any action, action or transaction or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of any of the parties hereto under this Agreement; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries; (ii) any saleSubsidiaries contained in the Merger Agreement, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries; Stockholder contained in this Agreement, (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; (vD) any change in the present capitalization or dividend policy of the Company (other than the Spin-Off) or any amendment of or other change to the Company’s certificate of incorporation or by-laws; bylaws, except if approved by Parent and (viE) any other material change in the Company’s corporate structure or business; and (vii) any other action, transaction or proposal involving the Company or any of its Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, any of the transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote. (a) From Subject to the date hereof until the termination terms of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole and absolute discretioneffect, at any annual or special meeting of the stockholders of the Company, however called, or at including any adjournment or postponement thereof, or and in connection with any action proposed to be taken by written consent of the stockholders of the Company Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum and (b) be present (in any other circumstances upon which a vote, consent person or other approval of all or some of the stockholders of the Company is sought, each Company Preferred Stockholder shall by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) such Company Preferred Stockholder’s a written consent with respect to, all of its Subject Shares and any other shares of capital stock of the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (ai) against any action, transaction 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 Company under contained in the Merger Agreement, or of any Stockholder contained in this Agreement, or (B) result in any of the conditions set forth in Section 7 or Annex I of the Merger Agreement not being satisfied on or of before the End Date, (ii) against any Acquisition Proposal, (iii) against any change in membership of the parties hereto under this Agreement; and Company Board, (biv) against any other proposed action, agreement or transaction involving the following actions (other than Company that is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer, the Merger and or the other transactions contemplated by the Merger Agreement): , including (ix) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries; (iiother than the Merger), (y) any a sale, lease lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, recapitalization or liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; (vz) any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; (vi) any other material change in the Company’s corporate structure or business; organizational documents, and (viiv) in favor of any other actionmatter necessary to the consummation of the Merger Agreement, transaction or proposal involving the Company or any of its Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, Merger and the Merger Agreement, any of the other transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject SharesAgreement. Each Company Preferred Stockholder further agrees not shall retain at all times the right to commit vote such Stockholder’s Subject Shares in such Stockholder’s sole discretion, and without any other limitation, on any matters other than those set forth in this Section 1.02 that are at any time or agree from time to take any action inconsistent with time presented for consideration to the foregoingCompany’s stockholders generally.

Agreement to Vote. (a) From Each Stockholder, in its capacity as a ----------------- stockholder of the Company, hereby agrees that during the period commencing on the date hereof and continuing until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 6.1(such period, except to the extent waived in writing by Parent in its sole and absolute discretion"Voting Period"), at any meeting of the stockholders holders of any class or classes of the capital stock of the Company, however called, or at any adjournment thereof, or in connection with any written consent of the stockholders holders of any class or classes of the capital stock of the Company or in any other circumstances upon which a where the Stockholder is entitled to vote, consent or other approval of all or some of the stockholders of the Company is sought, each Company Preferred such Stockholder shall vote (or cause to be voted) such Company Preferred Stockholder’s Subject Shares the Securities (x) in favor of the Merger, and the approval of the terms of the Merger Agreement and each of the other transactions contemplated by the Merger Agreement and this Agreement and any other shares of capital stock of the Company ownedactions required in furtherance thereof, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (ay) against any action, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of any of the parties hereto such Stockholder under this Agreement; , and (bz) except as otherwise agreed to in writing in advance by Acquiror, against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries; (ii) any a sale, lease or transfer of a material amount significant part of the assets of the Company or any of its Subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; (ivA) any change in the majority of Persons who constitute the board of directors of the Company; (vB) any change in the present capitalization of the Company or any amendment of the Company’s certificate 's Certificate of incorporation Incorporation or byBy-laws; (viC) any other material change in the Company’s 's corporate structure or business; and or (viiD) any other action, transaction or proposal action involving the Company or any of its Subsidiaries that which is intended intended, or would could reasonably be expected expected, to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, have a material adverse effect on the Merger Agreement, any of and the transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject SharesMerger Agreement. Each Company Preferred Stockholder further hereby agrees that such Stockholder shall not enter into any agreement or understanding with any Person the effect of which would be to commit or agree to take any action inconsistent with violate the foregoingprovisions and agreements contained in this Agreement.

Agreement to Vote. (a) From Subject to the date hereof until the termination terms of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole and absolute discretioneffect, at any annual or special meeting of the stockholders of the Company, however called, or at including any adjournment or postponement thereof, or and in connection with any action proposed to be taken by written consent of the stockholders of the Company Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Shares are entitled to vote or consent thereon, be present (in any other circumstances upon which a vote, consent person or other approval of all or some of the stockholders of the Company is sought, each Company Preferred Stockholder shall by proxy) and vote (or cause to be voted) such Company Preferred Stockholder’s its Subject Shares and any other shares of capital stock of the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (ai) against any action, transaction or agreement that would result in a breach of any covenant, representation or warranty Acquisition Proposal or any other obligation action, agreement or agreement transaction involving the Company that is intended, or would reasonably be expected, to impede, interfere with, delay, postpone or prevent the consummation of the Company under Offer or the Merger Agreement or of any of the parties hereto under this Agreement; and Merger, including (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries; (iiother than the Merger), (B) any sale, lease exclusive license or transfer of a material amount of assets (including, for the avoidance of doubt, Intellectual Property) of the Company or any of its Subsidiaries; (iii) Subsidiaries or any reorganization, recapitalization, dissolution, recapitalization or liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; (vC) any change in the present capitalization of the Company or amendment to the Charter or Bylaws, (ii) against any amendment change in membership of the Company’s certificate of incorporation Company Board that is not recommended or by-laws; approved by the Company Board, and (viiii) against any other material change in the Company’s corporate structure or business; and (vii) any other proposed action, agreement or transaction or proposal involving the Company or any of its Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect or prevent the consummation of the Offer, the Merger, Merger or the Merger Agreement, any of the other transactions contemplated by the Merger Agreement or this Agreement or any other Transaction Document (collectively, the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject Shares“Transactions”). Each Company Preferred Stockholder further agrees not shall retain at all times the right to commit vote such Stockholder’s Subject Shares 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 agree from time to take any action inconsistent with time presented for consideration to the foregoingCompany’s stockholders generally.

Agreement to Vote. (a) From Each Stockholder hereby agrees that, from the date hereof of execution and public announcement of the Merger Agreement until the earliest of (i) the time that the Company Stockholder Approval has been obtained, (ii) termination of this Agreement in accordance with Section 6.1, except 6.1 and (iii) such time as the Board of Directors of the Company withdraws (or qualifies or modifies in a manner adverse to Parent) the extent waived Recommendation solely in writing by Parent in its sole and absolute discretionrespect of an Intervening Event (the “Voting Period”), 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 at any adjournment or postponement thereof, or in connection with any written consent of the stockholders of the Company or in any other circumstances upon which a voteCompany, consent or other approval of all or some of the stockholders of the Company is sought, each Company Preferred such Stockholder shall be present (in person or by proxy, or cause to be present) and vote (or cause to be voted) ), or give written consent (or cause written consent to be given), in each case to the extent entitled to vote thereon, all of its Owned Shares at such Company Preferred Stockholder’s Subject Shares and any other shares of capital stock of the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): time (a) against any action, transaction or agreement that would result in a breach favor of any covenant, representation or warranty or any other obligation or agreement approval and adoption of the Company under the Merger Agreement or of any of and the parties hereto under this Agreement; transactions contemplated thereby, including the Merger and (b) against the following actions (A) any Alternative Proposal or any other than action, proposal, agreement or transaction made in opposition to or competition with the Merger and the transactions contemplated by or the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries; (ii) any sale, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; (v) any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; (vi) any other material change in the Company’s corporate structure or business; and (viiB) any other action, proposal, agreement or transaction or proposal involving the Company or any of its Subsidiaries that is intended or would reasonably be expected expected, or the effect of which would reasonably be expected, to (A) prevent, nullify, materially impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, timely consummation of Merger or the Merger, the Merger Agreement, any of the other transactions contemplated by the Merger Agreement or the performance by the Stockholder of its obligations under this Agreement, including (1) any extraordinary dividend or distribution by the Company, (2) any material change in the capital structure of the Company or any Subsidiary of the Company, (3) 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 any other action or transaction involving the Company, and (4) any amendment of the Company’s organizational documents. Notwithstanding anything herein to the contrary, this Section 1.1 shall not require any Stockholder to be present (in person or by proxy) or vote (or cause to be voted) any of its Owned Shares to amend the Merger Agreement or the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with that could result in the foregoingamendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount or changes the form of the Merger Consideration, (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders or (iii) extends the End Date.

Agreement to Vote. (a) From Subject to the date hereof until the termination terms of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole and absolute discretioneffect, at any annual or special meeting of the stockholders of the Company, however called, or at including any adjournment or postponement thereof, or and in connection with any action proposed to be taken by written consent (if permitted at such time) of the stockholders of the Company Company, such Stockholder shall, in each case, to the fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum; and (b) be present (in any other circumstances upon which a vote, consent person or other approval of all or some of the stockholders of the Company is sought, each Company Preferred Stockholder shall by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent (if permitted at such Company Preferred Stockholder’s time) with respect to, all of its Subject Shares and any other shares of capital stock of the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (ai) against any action, transaction or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of any of the parties hereto under this Agreement; and (b) against the following actions Acquisition Proposal (other than the Merger and Merger), (ii) against any change in membership of the transactions contemplated Company Board that is not recommended or approved by the Company Board, and (iii) against any other proposed action, agreement or transaction involving the Company that would reasonably be expected to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer, the Merger Agreement): or the other Transactions, including (ix) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries(other than the Merger); (iiy) any a sale, lease lease, license or transfer of a material amount of assets of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, recapitalization or liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; or (vz) any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; (vi) any other material change in the Company’s corporate structure or business; organizational documents. Each Stockholder shall retain at all times the right to vote such Stockholder’s Subject Shares in such Stockholder’s sole discretion, and (vii) without any other actionlimitation, transaction on any matters other than those set forth in this Section 1.2 that are at any time or proposal involving from time to time presented for consideration to the Company or any of its Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, any of the transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoingCompany’s stockholders generally.

Agreement to Vote. During the period commencing on the date hereof and ending on the earlier to occur of (a) From the Effective Time, and (b) such date hereof until and time as the termination of this Business Combination Agreement shall be terminated in accordance with Section 6.110.1 thereof (the “Expiration Time”), except each Stockholder, with respect to the extent waived in writing by Parent in its sole and absolute discretionShares, hereby irrevocably agrees to (1) appear at any meeting of the stockholders of Buyer (a “Buyer Stockholders’ Meeting”) in person or proxy or otherwise cause the CompanyShares to be counted as present thereat for the purpose of establishing a quorum, however calledand (2) vote, or cause to be voted or consented at any adjournment thereofa Buyer Stockholders’ Meeting, or in connection with any action by written consent of the stockholders, all of the Shares owned as of the record date for such meeting (a) in favor of the approval and adoption of the Business Combination Agreement, the transactions contemplated by the Business Combination Agreement and this Agreement, (b) in favor of any other matter reasonably necessary to the consummation of the transactions contemplated by the Business Combination Agreement and considered and voted upon by the stockholders of Buyer, (c) in favor of the Company or approval of the Buyer Proposals (as defined in the Business Combination Agreement), (d) against the approval of any other circumstances upon which a votemerger, consent or other approval purchase of all or some substantially all of the stockholders of Company’s assets or other business combination transaction (other than the Company is sought, each Company Preferred Stockholder shall vote (Business Combination Agreement and the Transactions) or cause to be voted) such Company Preferred Stockholder’s Subject Shares and any other shares of capital stock of the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (a) against any actionproposal, transaction action or agreement that would (i) impede, frustrate, prevent or nullify any provision of this Agreement, the Business Combination Agreement or the Transactions, (ii) result in a breach in any respect of any covenant, representation or representation, warranty or any other obligation or agreement of the Company Buyer or Merger Sub under the Merger Business Combination Agreement or of (iii) result in any of the parties hereto under this Agreement; conditions set forth in Article IX of the Business Combination Agreement not being fulfilled, and (be) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries; (ii) any sale, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; (v) any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; (vi) bylaws of Buyer or any other material change in the CompanyBuyer’s capitalization, corporate structure or business; and (vii) any business other action, transaction or proposal involving the Company or any of its Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, any of the transactions than as contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits Business Combination Agreement. Each Stockholder acknowledges receipt and review of any a copy of the foregoing Business Combination Agreement. The obligations of each Stockholder specified in this Section 1 shall apply whether or (B) change in not the Merger or any manner the voting rights action described above is recommended by Buyer’s Board of the Subject SharesDirectors. Each Company Preferred Stockholder further hereby agrees that it shall not to commit or agree to take any action inconsistent with the foregoing. Nothing in this Agreement shall be deemed to impose any obligation or limitation on votes or actions taken by any director, officer, employee or agent of any Stockholder or by any Stockholder that is a natural person, in each case, in his or her capacity as a director or officer of Buyer. Each Stockholder is executing this Agreement solely in such capacity as a record or beneficial holder of Shares.

Agreement to Vote. (a) From the date hereof until the termination of this Agreement in accordance with Section 6.15.1, except to the extent waived in writing by Parent Xxxxxxx in its sole and absolute discretion, at any meeting of the stockholders of NetScout (including the CompanyNetScout Stockholders’ Meeting), however called, or at any adjournment or postponement thereof, or in connection with on any action or approval by written consent of the stockholders of NetScout, the Company Stockholder hereby agrees to vote or in any other circumstances upon which a vote, consent or other approval of all or some of the stockholders of the Company is sought, each Company Preferred Stockholder shall vote (or cause to be voted) such Company Preferred Stockholder’s Subject Shares and any other shares voted or consented), in person or by proxy, all of capital stock of the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (ai) against any action, transaction or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement favor of the Company under the Merger Agreement or of any approval of the parties hereto under this Agreement; issuance of shares of NetScout Common Stock pursuant to the First Merger and any related proposals in furtherance thereof, and (bii) against the following actions (other than the Merger Mergers and the transactions contemplated by the Merger AgreementContemplated Transactions): (iA) any extraordinary corporate transaction, such as a Acquisition Proposal; (B) any merger, consolidation tender offer, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or other business combination involving the Company similar transaction or series of transactions of NetScout or any of its Subsidiaries; (iiC) any sale, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; (v) any change in the present capitalization of the Company or any amendment of the CompanyNetScout’s certificate of incorporation incorporation; or by-laws; (vi) any other material change in the Company’s corporate structure or business; and (viiD) any other action, proposal, transaction or proposal agreement involving the Company or any of its Subsidiaries NetScout that is intended or would reasonably be expected to (A) prevent, nullify, prevent or materially impede, interfere with, frustrate, delay, postpone, discourage postpone or otherwise materially adversely affect the OfferContemplated Transactions, including the Merger, the Merger Agreement, any Mergers. This Agreement is intended to bind each Stockholder qua stockholder of the transactions contemplated by Company only with respect to the Merger Agreement specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 1.1, no Stockholder shall be restricted from voting in favor of, against or this Agreement or abstaining with respect to any other matter presented to the contemplated economic benefits of any stockholders of the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoingCompany.

Agreement to Vote. (a) From Subject to the date hereof until the termination terms of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole and absolute discretioneffect, at any annual or special meeting of the stockholders of the Company, however called, or at including any adjournment or postponement thereof, or and in connection with any action proposed to be taken by written consent of the stockholders of the Company Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum; and (b) be present (in any other circumstances upon which a vote, consent person or other approval of all or some of the stockholders of the Company is sought, each Company Preferred Stockholder shall by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) such Company Preferred Stockholder’s a written consent with respect to, all of its Subject Shares and any other shares of capital stock of the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (ai) against any action, transaction 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 Company under 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 VII or Annex I of the Merger Agreement not being satisfied on or before the Outside Date; (ii) against any change in the Board of any Directors of the parties hereto under this Agreement; Company, and (biii) against any Takeover Proposal and against any other action, agreement or transaction involving the following actions (other than 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 or the other transactions contemplated by the Merger Agreement): , including (ix) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries(other than the Merger); (iiy) any a sale, lease lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, recapitalization or liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; , or (vz) any change in the present capitalization of the Company or any amendment of or other change to the Company’s certificate Certificate of incorporation Incorporation or by-laws; (vi) Bylaws. 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 other material change 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 Company’s corporate structure or business; and (vii) any other action, transaction or proposal involving the Company or any of its Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, any of the transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoingstockholders generally.

Agreement to Vote. (a) From Sponsor hereby agrees that from the date hereof until the earlier of (a) the Closing, and (b) the valid termination of this the Merger Agreement in accordance with Section 6.110 thereof or the termination of this Agreement, except (i) to the extent waived in writing by Parent in its sole vote (or cause to be voted) or execute and absolute discretion, deliver a written consent (or cause a written consent to be executed and delivered) at any meeting of the stockholders shareholders of the CompanyAcquiror, however called, or at any adjournment thereof, or in connection with any written consent of the stockholders of the Company or in any other circumstances upon circumstance in which a the vote, consent or other approval of the shareholders of Acquiror is sought (and appear at any such meeting, in person or by proxy, or otherwise cause all of such holder’s Subject Acquiror Equity Securities to be counted as present thereat for purposes of establishing a quorum), all of Sponsor’s Acquiror Class B Common Stock (together with any other Equity Securities of Acquiror that Sponsor holds of record or some beneficially as of the stockholders of the Company is sought, each Company Preferred Stockholder shall vote (or cause to be voted) such Company Preferred Stockholder’s Subject Shares and any other shares of capital stock of the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term date of this Agreement (such sharesor acquires record or beneficial ownership of after the date hereof, together with the Subject Sharescollectively, the “Voting SharesSubject Acquiror Equity Securities”): ) (aA) in favor of the Acquiror Stockholder Matters, (B) against any action, transaction merger agreement or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of any of the parties hereto under this Agreement; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any consolidation, combination, sale of its Subsidiaries; (ii) any salesubstantial assets, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of or by Acquiror (other than the Company Merger Agreement and the Transactions), (C) against any proposal in opposition to approval of the Merger Agreement or any of its Subsidiaries; in competition with or inconsistent with the Merger Agreement or the Transactions, (ivD) against any change in the majority business of Acquiror or the board of directors of Acquiror Board (other than in connection with the Company; (v) any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; (vi) any other material change in the Company’s corporate structure or business; Required Transaction Proposals), and (viiE) against any other actionproposal, transaction action or proposal involving the Company or any of its Subsidiaries agreement that is intended or would reasonably be expected to (A1) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage prevent or otherwise materially adversely affect the Offernullify any provision of this Agreement, the MergerMerger Agreement or the Transactions, (2) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of any Acquiror Party under the Merger Agreement, (3) result in any of the transactions contemplated by conditions set forth in Article 9 of the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing not being fulfilled or (B4) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Acquiror, (ii) not to redeem, elect to redeem or tender or submit any of its Subject Acquiror Equity Securities for redemption in connection with the Subject Shares. Each Company Preferred Stockholder further agrees Merger Agreement or the Transactions, (iii) not to commit or agree to take any action inconsistent with the foregoing, (iv) to comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of November 24, 2020, by and among Acquiror, its officers, its directors and Sponsor (the “Voting Letter Agreement”), including the obligations of Sponsor pursuant to Section 1 therein not to redeem any shares of Acquiror Common Stock owned by Sponsor in connection with the Transactions, (v) not to modify or amend any Contract between or among Sponsor and any Affiliate of such Sponsor (other than Acquiror or any of its Subsidiaries), on the one hand, and Acquiror or any of Acquiror’s Subsidiaries, on the other hand, related to the Transactions, including, for the avoidance of doubt, the Voting Letter Agreement, and (vi) to comply with the transfer restrictions set forth in the Voting Letter Agreement irrespective of any release or waiver thereof, as if such transfer restrictions remain in effect until the valid termination of the Merger Agreement in accordance with Section 10 thereof or the termination of this Agreement (regardless of any earlier termination of such transfer restrictions set forth in the Voting Letter Agreement).

Agreement to Vote. (a) From the date hereof until the termination of this Agreement in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole and absolute discretion, at any meeting of the stockholders of the Company, however called, or at any adjournment thereof, or in connection with any written consent of the stockholders of the Company or in any other circumstances upon which a vote, consent or other approval of all or some of the stockholders of the Company is sought, each Company Preferred Stockholder shall vote (or cause to be voted) such Company Preferred Stockholder’s Subject Shares (a) in favor of adoption of the Merger Agreement and approval of the Merger and the transactions contemplated by the Merger Agreement and this Agreement and any other shares of capital stock of the Company owned, beneficially actions required in furtherance hereof or of record, by such Company Preferred Stockholder during the term of this Agreement thereof; (such shares, together with the Subject Shares, the “Voting Shares”): (ab) against any action, transaction or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of any of the parties hereto under this Agreement; and (bc) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries; (ii) any sale, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; (v) any material change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; (vi) any other material change in the Company’s corporate structure or business; and (vii) any other action, transaction or proposal involving the Company or any of its Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, any of the transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote. (a) From Sponsor hereby agrees that from the date hereof until the termination of this Agreement in accordance with Section 6.1Termination Date, except (i) to the extent waived in writing by Parent in its sole vote (or cause to be voted) or execute and absolute discretion, deliver a written consent (or cause a written consent to be executed and delivered) at any meeting of the stockholders shareholders of the CompanyAcquiror, however called, or at any adjournment thereof, or in connection with any written consent of the stockholders of the Company or in any other circumstances upon circumstance in which a the vote, consent or other approval of the shareholders of Acquiror is sought (and appear at any such meeting, in person or by proxy, or otherwise cause all or some of such holder’s Subject Acquiror Equity Securities to be counted as present thereat for purposes of establishing a quorum), all of Sponsor’s Subject Acquiror Equity Securities (A) in favor of the stockholders of the Company is soughtAcquiror Stockholder Matters, each Company Preferred Stockholder shall vote (or cause to be voted) such Company Preferred Stockholder’s Subject Shares and any other shares of capital stock of the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (aB) against any action, transaction merger agreement or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of any of the parties hereto under this Agreement; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any consolidation, combination, sale of its Subsidiaries; (ii) any salesubstantial assets, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of or by Acquiror (other than the Company Merger Agreement and the Transactions), (C) against any proposal in opposition to approval of the Merger Agreement or any of its Subsidiaries; in competition with or inconsistent with the Merger Agreement or the Transactions, (ivD) against any change in the majority business of the board of directors of the Company; (v) Acquiror or any change in the present capitalization of Acquiror Board (other than in connection with the Company or any amendment of the Company’s certificate of incorporation or by-laws; (vi) any other material change in the Company’s corporate structure or business; Required Transaction Proposals), and (viiE) against any other actionproposal, transaction action or proposal involving the Company or any of its Subsidiaries agreement that is intended or would reasonably be expected to (A1) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage prevent or otherwise materially adversely affect the Offer, the Merger, the Merger nullify any provision of this Agreement, any of the transactions contemplated by the Merger Agreement or this the Transactions (including, without limitation, any action that would result in (x) a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of any Acquiror Party under the Merger Agreement or the contemplated economic benefits of (y) any of the foregoing conditions set forth in Article 9 of the Merger Agreement not being fulfilled) or (B2) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Acquiror, (ii) not to redeem, elect to redeem or tender or submit any of its Subject Acquiror Equity Securities for redemption in connection with the Subject Shares. Each Company Preferred Stockholder further agrees Merger Agreement or the Transactions, (iii) not to commit or agree to take any action inconsistent with the foregoing, (iv) to comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of February 3, 2021, by and among Acquiror, its officers, its directors and Sponsor (the “Voting Letter Agreement”), including the obligations of Sponsor pursuant to Section 9 therein not to redeem any shares of Acquiror Common Stock owned by Sponsor in connection with the Transactions, (v) not to modify or amend any Contract between or among Sponsor and any Affiliate of such Sponsor (other than Acquiror or any of its Subsidiaries), on the one hand, and Acquiror or any of Acquiror’s Subsidiaries, on the other hand, related to the Transactions, including, for the avoidance of doubt, the Voting Letter Agreement, that certain Subscription Agreement, dated as of February 3, 2021, by and between the Sponsor and the Acquiror (the “Subscription Agreement”), and that certain Stock Escrow Agreement, dated as of February 3, 2021, by and between the Sponsor, the Acquiror, and Continental Stock Transfer & Trust Company (the “Escrow Agreement”), and (vi) to comply with the transfer restrictions set forth in the Voting Letter Agreement, Subscription Agreement, and Escrow Agreement irrespective of any release or waiver thereof, as if such transfer restrictions remain in effect until the valid termination of the Merger Agreement in accordance with Section 10 thereof or the termination of this Agreement (regardless of any earlier termination of such transfer restrictions set forth in the Voting Letter Agreement, Subscription Agreement, or Escrow Agreement). The obligations of the Sponsor specified in this Section 5 shall apply whether or not the Transactions or any action described above is recommended by the board of directors of the Acquiror or any committee thereof or the board of directors of the Acquiror or any committee thereof has previously recommended the Transactions or such action but changed its recommendation.

Agreement to Vote. (a) From During the date hereof until the termination of this Agreement in accordance with Section 6.1Voting Period (as defined below), except to the extent waived in writing by Parent in its sole and absolute discretion, at any meeting of the stockholders of the Company, however called, or at any adjournment or postponement thereof, or in connection with any written consent of the stockholders of the Company or in any other circumstances upon which a vote, consent or other approval of all or some of the stockholders of the Company is sought, each Company Preferred Stockholder shall vote (or cause to be voted) all of such Company Preferred Stockholder’s Subject Shares which at the record date for such meeting or consent were beneficially owned by Company Stockholder and any other shares of capital stock of the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement Voting Period that are entitled to vote at such meeting or in such written consent which at the record date for such meeting or consent were beneficially owned by Company Stockholder (such shares, together with the Subject Sharescollectively, the “Voting Shares”): (a) against any action, transaction or agreement that would result in a breach favor of any covenant, representation or warranty or any other obligation or agreement adoption of the Company under the Merger Agreement or of any of the parties hereto under this Agreement; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its SubsidiariesAcquisition Proposal ; (ii) any sale, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; (v) any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; (vi) any other material change in the Company’s corporate structure or business; and (viiiii) any other action, transaction or proposal involving the Company or any of its the Company Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, ability of the Merger, Company to consummate the Merger Agreement, any of and the transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject Shareson a timely basis. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing.“

Agreement to Vote. Each Member (aas to itself and not jointly and severally with the other Members) From the date hereof until the termination of this Agreement in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole irrevocably and absolute discretionunconditionally agrees that, at any meeting of the stockholders members of the CompanyCompany (whether annual or special and whether or not an adjourned or postponed meeting) including any class meetings, however calledclass votes or class consents, or at any adjournment thereof, or and in connection with any written consent of members of the stockholders Company, the Member shall, and shall cause any other holder of record of any of the Member’s Covered Units to: (a) if and when such meeting is held, appear at such meeting (in person or by proxy), and if a quorum is not present, to vote (in person or by proxy) in favor of adjournment of such meeting of the members to a later date, as in accordance with the Company’s charter documents as in effect at such time; (b) vote, in person or by proxy, or validly execute and deliver any written consent with respect to all of the Member’s Covered Units in favor of the Company Required Approval (as defined in the Business Combination Agreement), and any other resolutions in favor of the adoption of the Business Combination Agreement and any other matters necessary or reasonably requested by the Company for consummation of the transactions contemplated under the Business Combination Agreement and the other transactions contemplated by the Business Combination Agreement; (c) vote, in person or by proxy, or validly execute and deliver any written consent with respect to all of the Member’s Covered Units against (A) any transaction, action or agreement of any kind (other than the SPAC Transaction) concerning the sale or transfer of (x) all or any material part of the business or assets of the Company or in (y) any other circumstances upon which a vote, consent of the shares or other approval of all equity interests or some profits of the stockholders of the Company is soughtCompany, each Company Preferred Stockholder shall vote (or cause to be voted) such Company Preferred Stockholder’s Subject Shares and any other shares of capital stock of the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (a) against any action, transaction or agreement that would reasonably be expected to (i) frustrate the purposes of, impede, interfere with, delay, postpone or adversely affect the SPAC Transaction (including the consummation thereof), (ii) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement Business Combination Agreement, or of cause any of the parties hereto under conditions to Closing set forth in the Business Combination Agreement not to be fulfilled or satisfied, or (iii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Member contained in this Agreement; Agreement and (bB) against the following actions any merger agreement or merger (other than the Merger and the transactions contemplated by the Merger Business Combination Agreement): (i) any extraordinary corporate transaction), such as a mergerconsolidation, consolidation combination, sale of all or other business combination involving the Company or any substantially all assets, scheme of its Subsidiaries; (ii) any salearrangement, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of by the Company; (v) . The agreements and obligations set forth in this Section 1 do not extend to any change in material amendments to the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; (vi) any other material change in the Company’s corporate structure or business; and (vii) any other action, transaction or proposal involving the Company or any of its Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, any of the transactions contemplated by the Merger Agreement or this Business Combination Agreement or the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not transactions to commit or agree to take any action inconsistent with the foregoingbe consummated thereby.

Agreement to Vote. (a) From Subject to the date hereof until the termination terms of this Agreement, the Stockholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole and absolute discretioneffect, at any annual or special meeting of the stockholders of the Company, however called, or at including any adjournment or postponement thereof, or and in connection with any action proposed to be taken by written consent of the stockholders of the Company Company, the Stockholder shall, in each case to the fullest extent that the Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum; and (b) be present (in any other circumstances upon which a vote, consent person or other approval of all or some of the stockholders of the Company is sought, each Company Preferred Stockholder shall by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) such Company Preferred Stockholder’s a written consent with respect to, all of its Subject Shares and any other shares of capital stock of the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (ai) against any action, transaction 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 Company under contained in the Merger Agreement, or of the Stockholder contained in this Agreement, or (B) result in any of the conditions set forth in Section VII or Exhibit A of the Merger Agreement not being satisfied on or before the End Date; (ii) against any change in the Board of any Directors of the parties hereto under this AgreementCompany; and (biii) against any Acquisition Proposal and against any other proposed action, agreement or transaction involving the following actions (other than Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer, the Merger and or the transactions contemplated by the Merger Agreement): other Transactions, including (ix) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries(other than the Merger); (iiy) any a sale, lease lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, recapitalization or liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; or (vz) any change in the present authorized capitalization of the Company or any amendment of or other change to the Company’s certificate of incorporation or by-laws; (vi) Organizational Documents. Subject to the proxy granted under Section 1.3 below, the Stockholder shall retain at all times the right to vote the Subject Shares in the Stockholder’s sole discretion, and without any other material change 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 Company’s corporate structure or business; and (vii) any other action, transaction or proposal involving the Company or any of its Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, any of the transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoingstockholders generally.

Agreement to Vote. (a) From the date hereof until the termination of this Agreement in accordance with Section 6.1, except 2.1 Except to the extent waived in writing by Parent the Bidder in its sole and absolute discretion, at any meeting of the stockholders of the CompanyTELVENT, however called, or at any adjournment thereof, or in connection with any written consent of the stockholders of the Company or in any other circumstances upon which a vote, consent or other approval of all or some of the stockholders of the Company TELVENT is sought, each Company Preferred the Selling Stockholder shall vote (or cause to be voted) such Company Preferred Stockholder’s all of the Subject Shares and any other shares of capital stock of owned by it (to the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with extent the Subject Shares, Shares are not purchased in the “Voting Shares”Offer): (ai) against any action, transaction or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company TELVENT under the Merger Transaction Agreement or of any of the parties hereto under this Agreement; and (bii) against the following actions (other than the Merger and the transactions contemplated or permitted by the Merger Transaction Agreement): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company TELVENT or any of its Subsidiariessubsidiaries; (iiB) any sale, lease or transfer of a material amount of assets of the Company TELVENT or any of its Subsidiariessubsidiaries; (iiiC) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company TELVENT or any of its Subsidiariessubsidiaries; (ivD) any change in the majority of the board of directors of the CompanyCompany Board; (vE) any change in the present capitalization of the Company TELVENT or any amendment of the Company’s certificate articles of incorporation or by-lawsassociation of TELVENT; (viF) any other material change in the Company’s corporate structure or businessbusiness of TELVENT; and (viiG) any other action, transaction or proposal involving the Company TELVENT or any of its Subsidiaries subsidiaries that is intended or would reasonably be expected to (Ax) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Transaction Agreement, any of the transactions contemplated by the Merger Transaction Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or (By) change in any manner the voting rights of the any Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote. (a) From Sponsor hereby agrees that from the date hereof until the earlier of (a) the Closing, (b) the valid termination of this the Merger Agreement in accordance with Section 6.110.01 thereof or the termination of this Agreement, except and (c) the liquidation or dissolution of Acquiror pursuant to the extent waived in writing by Parent in its sole Acquiror Organizational Documents, (i) to vote (or cause to be voted) or execute and absolute discretion, deliver a written consent (or cause a written consent to be executed and delivered) at any meeting of the stockholders of the CompanyAcquiror, however called, or at any adjournment thereof, or in connection with any written consent of the stockholders of the Company or in any other circumstances upon circumstance in which a the vote, consent or other approval of all or some of the stockholders of the Company Acquiror is soughtsought (and appear at any such meeting, each Company Preferred Stockholder shall vote (in person or by proxy, or otherwise cause all of such holder’s Subject Acquiror Equity Securities to be voted) such Company Preferred Stockholdercounted as present thereat for purposes of establishing a quorum), all of Sponsor’s Subject Shares and any other shares of capital stock Acquiror Equity Securities (A) in favor of the Company ownedAcquiror Stockholder Matters, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (aB) against any action, transaction merger agreement or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of any of the parties hereto under this Agreement; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any consolidation, combination, sale of its Subsidiaries; (ii) any salesubstantial assets, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of or by Acquiror (other than the Company Merger Agreement and the Transactions), (C) against any proposal in opposition to approval of the Merger Agreement or any of its Subsidiaries; in competition with or inconsistent with the Merger Agreement or the Transactions, (ivD) against any change in the majority business of Acquiror or the board of directors of Acquiror Board (other than in connection with the Company; (v) any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; (vi) any other material change in the Company’s corporate structure or business; Required Transaction Proposals), and (viiE) against any other actionproposal, transaction action or proposal involving the Company or any of its Subsidiaries agreement that is intended or would reasonably be expected to (A1) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage prevent or otherwise materially adversely affect the Offernullify any provision of this Agreement, the MergerMerger Agreement or the Transactions, (2) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of any Acquiror Party under the Merger Agreement, (3) result in any of the transactions contemplated by conditions set forth in Article 9 of the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing not being fulfilled or (B4) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Acquiror, (ii) not to redeem, elect to redeem or tender or submit any of its Subject Acquiror Equity Securities for redemption in connection with the Subject Shares. Each Company Preferred Stockholder further agrees Merger Agreement or the Transactions and (iii) not to commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote. (a) From Subject to the date hereof terms of this Agreement, Stockholder hereby irrevocably and unconditionally agrees that, until the termination of this Agreement in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole and absolute discretionterms, at any annual or special meeting of the stockholders of the Company, however called, or at including any adjournment or postponement thereof, or and in connection with any action proposed to be taken by written consent of the stockholders of the Company or in any other circumstances upon which a voteCompany, consent or other approval of all or some of the stockholders of the Company is sought, each Company Preferred Stockholder shall vote (appear at each such meeting or otherwise cause all Company Covered Shares to be voted) such Company Preferred counted as present thereat for purposes of calculating a quorum and shall, in each case to the fullest extent that Stockholder’s Subject Covered Company Shares and any other shares of capital stock of the Company ownedare entitled to vote thereon, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): vote against (a) against any action, transaction action or agreement that would reasonably be expected to prevent or nullify any provision of this Agreement or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or failure of any of the parties hereto under this Agreementoffer conditions in Annex I of the Merger Agreement to be satisfied; (b) any Alternative Proposal; (c) any change in membership of the Company Board that is not recommended or approved by the Company Board; and (bd) against any other action, agreement or transaction involving the following actions (other than Company that is intended, or would reasonably be expected, to impede, interfere with or prevent the consummation of the Offer or the Merger and or the other transactions contemplated by the Merger Agreement): , including (ix) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries(other than the Merger); (iiy) any sale, lease lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Intellectual Property Rights) of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors liquidation of the Company; or (vz) any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; (vi) any other material change in the Company’s corporate structure or business; and (vii) any other action, transaction or proposal involving the Company or any of its Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, any of the transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoingorganizational documents.

Agreement to Vote. (a) From Subject to the date hereof until the termination terms of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole and absolute discretioneffect, at any annual or special meeting of the stockholders of the Company, however called, or at including any adjournment or postponement thereof, or and in connection with any action proposed to be taken by written consent of the stockholders of the Company Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum; and (b) be present (in any other circumstances upon which a vote, consent person or other approval of all or some of the stockholders of the Company is sought, each Company Preferred Stockholder shall by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) such Company Preferred Stockholder’s a written consent with respect to, all of its Subject Shares and any other shares of capital stock of the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (ai) against any action, transaction 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 Company under 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 VII or Annex I of the Merger Agreement not being satisfied on or of before the End Date; (ii) against any of change in the parties hereto under this AgreementBoard; and (biii) against any Acquisition Proposal and against any other action, agreement or transaction involving the following actions (other than 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 or the other transactions contemplated by the Merger Agreement): , including (ix) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries(other than the Merger); (iiy) any a sale, lease lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, recapitalization or liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; , or (vz) any change in the present capitalization of the Company or any amendment of or other change to the Company’s certificate of incorporation or by-laws; (vi) any other material change in the Company’s corporate structure or business; and (vii) any other action, transaction or proposal involving the Company or any of its Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, any of the transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing.Certificate of

Agreement to Vote. (a) From the date hereof until the termination of this Agreement in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole and absolute discretion, at At any meeting of the stockholders of the CompanyCompany held on or prior to the Termination Date, however called, and at every adjournment or at any adjournment postponement thereof, or in connection with any written consent of the stockholders holders of any class or classes of the Company or in any other circumstances upon which a vote, consent or other approval of all or some of the stockholders of the Company is sought, each Company Preferred Stockholder shall vote (or cause to be voted) such Company Preferred Stockholder’s Subject Shares and any other shares of capital stock of the Company ownedprior to the Termination Date, beneficially each Stockholder, severally and not jointly, shall vote and cause each of its controlled Affiliates to vote all of the Securities with respect to which it has the right to vote or direct the vote (as of recordthe record date for such meeting of stockholders), by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (a) against in favor of the Share Exchange Agreement and all of the transactions contemplated by the Share Exchange Agreement, all matters requiring approval of stockholders under the listing requirements of the Nasdaq Stock Market in connection with such transactions, and any actionactions required in furtherance hereof, transaction or agreement that would result in including, without limitation, (i) the issuance of Common Stock at the Closing, (ii) the amendment and restatement of the Amended and Restated Certificate of Incorporation to reflect a breach four-for-one reverse stock split and the change of any covenant, representation or warranty or any other obligation or agreement the name of the Company under to ALTA International, Inc. and (iii) the Merger Agreement or of any election of the parties hereto under this directors nominated by Proha to the Board of Directors of the Company who are in the class of directors to be voted upon at the Company's stockholder's meeting to be called pursuant to the Share Exchange Agreement (the "Stockholder Meeting") to be held in accordance with Section 5.5 of the Share Exchange Agreement; and , (b) against any Alternative Transaction, and (c) except as otherwise agreed to in writing in advance by Proha, against the following actions (other than the Merger and the transactions contemplated by the Merger AgreementShare Exchange Agreement or any of the other Documents): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries; (ii) any a sale, lease or transfer of a material amount of the assets of the Company or any of its Subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; (ivA) any change in the majority of persons who constitute the board of directors of the CompanyCompany inconsistent with the composition of the board of directors as contemplated by the Documents; (vB) any change in the present capitalization of the Company or any amendment of the Company’s certificate Amended and Restated Certificate of incorporation Incorporation or by-lawsthe Amended Bylaws; (viC) any other material change in the Company’s 's corporate structure or business; and or (viiD) any other actionaction or agreement that, transaction directly or proposal involving the Company indirectly, is inconsistent with or any of its Subsidiaries that is intended or would could reasonably be expected expected, directly or indirectly, to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage postpone or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, any of the transactions contemplated by the Merger Share Exchange Agreement and the other Documents. None of the Stockholders shall enter into, or this Agreement or the contemplated economic benefits of permit any of its controlled Affiliates to enter into, any agreement or understanding with any person prior to the foregoing Termination Date, directly or (B) change indirectly, to vote, grant any proxy or power of attorney, give instructions or enter into a voting agreement with respect to the voting of his or its Securities in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoingpreceding sentence.

Agreement to Vote. Subject to the terms and conditions hereof, the Stockholder irrevocably and unconditionally agrees that from and after the date hereof and until the earlier to occur of (a) From the Effective Time and (b) 5:00 p.m. (New York time) on the 180th day following the date hereof until the termination of this Merger Agreement is terminated in accordance with Section 6.1, except its terms (the earlier of (a) and (b) being referred to as the extent waived in writing by Parent in its sole and absolute discretion“Expiration Time”), at any meeting (whether annual or special, and at each adjourned or postponed meeting) of the stockholders of the Companystockholders, however called, or at any adjournment thereof, or in connection with any written consent of the stockholders Company’s stockholders, the Stockholder will (x) appear at each such meeting or otherwise cause its Subject Shares (as defined below) to be counted as present thereat for purposes of calculating a quorum, and respond to each request by the Company or in for written consent, if any other circumstances upon which a voteand (y) Vote (as defined below), consent or other approval of all or some of the stockholders of the Company is sought, each Company Preferred Stockholder shall vote (or cause to be voted) Voted at such Company Preferred meeting, all of the Stockholder’s Subject Shares (i) in favor of approval and any other shares of capital stock adoption of the Company ownedMerger Agreement, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (a) against any action, transaction or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of any of the parties hereto under this Agreement; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries; (ii) any sale, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; (v) any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; (vi) any other material change in the Company’s corporate structure or business; and (vii) any other action, transaction or proposal involving the Company or any of its Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, any of the transactions contemplated by the Merger Agreement (the Merger together with such transactions, collectively, the “Transactions”), (ii) against any action or this Agreement agreement made in opposition to, or in competition with, the Merger Agreement, the Merger or the contemplated economic benefits Transactions or that is intended, or could reasonably be expected to materially impede, interfere with, adversely affect or discourage the Transactions or inhibit the timely consummation of the Transactions, including, without limitation, any Alternative Proposal, and (iii) except for the Transactions, against any merger, consolidation, business combination, reorganization, recapitalization, liquidation or sale or transfer of any material assets of the foregoing Company, in each case, to the same extent and with the same effect as the Stockholder might or could do under applicable law, rules and regulations. For the purposes of this Agreement: “Vote” and any correlative term shall include voting in person or by proxy in favor of or against any action, otherwise consenting or withholding consent in respect of any action (including, without limitation, consenting in accordance with Section 228 of the DGCL) or taking other action in favor of or against any action; and a Person “Beneficially” owns a security if such Person, directly or indirectly, through any contract, arrangement, understanding or otherwise has (A) the power to vote, or direct the vote of such security and (B) change in any manner the voting rights power to dispose, or direct the disposition of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoingsuch security.

Agreement to Vote. (a) From Subject to the date hereof until the termination terms of this Agreement, the Stockholder (in Stockholder’s capacity as such) hereby irrevocably and unconditionally agrees that, during the time this Agreement is in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole and absolute discretioneffect, at any annual or special meeting of the stockholders of the Company, however called, or at including any adjournment or postponement thereof, or and in connection with any action proposed to be taken by written consent of the stockholders of the Company Company, the Stockholder shall, in each case to the fullest extent that the Stockholder’s Owned Shares are entitled to vote thereon: (i) appear at each such meeting or otherwise cause all such Owned Shares to be counted as present thereat for purposes of determining a quorum; and (ii) be present (in any other circumstances upon which a vote, consent person or other approval of all or some of the stockholders of the Company is sought, each Company Preferred Stockholder shall by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) such Company Preferred a written consent with respect to, all of Stockholder’s Subject Owned Shares and any other shares of capital stock of the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (aA) against any action, transaction action or agreement that would reasonably be expected to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement, or of the Stockholder contained in this Agreement or (2) result in any of the conditions set forth in Section 7 or Annex I of the Merger Agreement not being satisfied on or of before the End Date, (B) against any Acquisition Proposal, and (C) 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 parties hereto under this Agreement; and (b) against the following actions (other than Offer or the Merger and or the other transactions contemplated by the Merger Agreement): , including: (ix) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Merger), or any sale of its Subsidiaries; (ii) any sale, lease all or transfer of a material amount of assets substantially all of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors assets of the Company; or (vy) any change in the present capitalization of the Company liquidation, dissolution, recapitalization, restructuring or any amendment other reorganization of the Company. Subject to the proxy granted under Section 3(c), the Stockholder shall retain at all times the right to vote the Owned Shares in such Stockholder’s certificate of incorporation or by-laws; (vi) sole discretion, and without any other material change limitation, on any matters other than those set forth in this Section 3(b) that are at any time or from time to time presented for consideration to the Company’s corporate structure or business; and (vii) any other action, transaction or proposal involving the Company or any of its Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, any of the transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoingstockholders generally.

Agreement to Vote. The Company Stockholder hereby agrees to (ai) From the date hereof until the termination of this Agreement in accordance with Section 6.1, except execute and deliver to the extent waived in writing by Parent in its sole and absolute discretion, at any meeting of the stockholders of the Company, however called, or at any adjournment thereof, or in connection with any Company a written consent of the stockholders of the Company or in lieu of a meeting of the stockholders (which written consent shall be delivered promptly, and in any other circumstances upon event within five (5) Business Days following the time at which a votethe Registration Statement / Proxy Statement (as defined in the Business Combination Agreement) is declared effective under the U.S. Securities Act of 1933) or appear (in person or by proxy) at any meeting of the stockholders of Company, consent or other approval and vote all of all or some such Company Stockholder’s Subject Company Equity Securities in favor of (A) the Business Combination Agreement to be submitted to the stockholders of the Company is sought, each Company Preferred Stockholder shall vote in connection with the Merger and the other transactions contemplated by the Business Combination Agreement and (or cause to be votedB) such Company Preferred Stockholderother resolutions upon which a consent or other approval is required under the Company’s Subject Shares amended and restated certificate of incorporation or applicable law or otherwise is sought with respect to effecting the Business Combination Agreement and the Merger, and (C) against (i) any merger, purchase of all or substantially all of a third party (other shares of capital stock than the Merger) or all of the Company owned, beneficially assets of a third party or of record, by such Company Preferred Stockholder during other business combination transaction with a third party (other than the term of this Business Combination Agreement and the Merger) (such shares, together with the Subject Shares, the a “Voting SharesCompeting Transaction”): ) or (aii) any proposal relating to a Competing Transaction and against any actionproposal, transaction action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Business Combination Agreement or any Merger, (B) result in a breach in any respect of any covenant, representation or representation, warranty or any other obligation or agreement of the Company under the Merger Agreement Business Combination Agreement, or of (C) result in any of the parties hereto under this Agreement; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries; (ii) any sale, lease or transfer of a material amount of assets conditions set forth in Article VI of the Business Combination Agreement not being fulfilled The Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; (v) any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; (vi) any other material change in the Company’s corporate structure or business; and (vii) any other action, transaction or proposal involving the Company or any of its Subsidiaries Stockholder hereby agrees that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, any of the transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees it shall not to commit or agree to take any action inconsistent with the foregoing. Upon the failure of a Company Stockholder to timely provide its consent or vote its Subject Company Equity Securities in accordance with this Section 1 pursuant to any action by written consent of the stockholders of the Company or at any applicable meeting of the stockholders of the Company such Company Stockholder shall be deemed to have irrevocably granted to, and appointed, the Company, and any designee thereof, and each of them individually, as such Company Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in such Company Stockholder’s name, place and stead, to deliver any action by written consent of the Company Stockholder’s concerning any of the matters specified in this Section 1 or attend any meeting of the Company Stockholders concerning any of the matters specified in this Section 1, to include such Company Subject Equity Securities in any computation for purposes of establishing a quorum at any such meeting of the Company Stockholders and to provide consent or vote such Company Stockholder’s Subject Equity Securities in any action by written consent of the Company Stockholders or at any meeting of the Company Stockholders called with respect to any of the matters specified in, and in accordance and consistent with, this Section 1. Each Company Stockholder hereby affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked and that such irrevocable proxy is executed and intended to be irrevocable. Notwithstanding any other provision of this Agreement, the irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement.

Agreement to Vote. (a) From the date hereof until the termination of this Agreement in accordance with Section 6.1, except Prior to the extent waived Termination Date (as defined in writing by Parent in its sole Article V below) and absolute discretionsubject to Section 3.3, the Sponsor irrevocably and unconditionally agrees that it shall, at any meeting of the stockholders shareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, (i) appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum and (ii) 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 Shares, (a) in favor of the approval and adoption of the Business Combination Agreement and the transactions contemplated thereby, (b) in favor of any other matter reasonably necessary to the consummation of the transactions contemplated by the Business Combination Agreement and considered and voted upon at any such meeting, (c) in favor of other proposal seeking the Company Shareholder Approval (or, if there are insufficient votes in favor of any of the foregoing (a), (b) and (c), in favor of the adjournment of such meeting to a later date), (d) against the approval of any merger, scheme of arrangement, consolidation, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company, or any public offering of any shares of the Company, however calledor, or at any adjournment thereofin case of a public offering only, or in connection with any written consent of the stockholders a newly-formed holding company of the Company or (other than in accordance with the Business Combination Agreement and the transactions contemplated thereby), against the approval of any other circumstances upon which a vote, consent or other approval purchase of all or some substantially all of the stockholders assets of the Company is sought, each Company Preferred Stockholder shall vote or other business combination transaction (or cause to be voted) such Company Preferred Stockholder’s Subject Shares and any other shares of capital stock of the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together than in accordance with the Subject SharesBusiness Combination Agreement and the transactions contemplated thereby), the “Voting Shares”): (a) or against any actionproposal, transaction action or agreement that would (1) impede, frustrate, prevent or nullify any provision of this Agreement, the Business Combination Agreement, the Reorganization or the Merger, (2) result in a breach in any respect of any covenant, representation or representation, warranty or any other obligation or agreement of the Company under the Merger Agreement Business Combination Agreement, or of (3) result in any of the parties hereto under this Agreement; conditions set forth in Article VIII of the Business Combination Agreement applicable to the Company not being fulfilled, and (bf) against except the following actions (other than potential amendment to extend the Merger and the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving period that the Company or is allowed to complete its business combination, against any amendment of its Subsidiaries; (ii) any sale, lease or transfer of a material amount of assets the organizational documents of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; (v) any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; (vi) any other material change in the Company’s capitalization, corporate structure or business; and (vii) any business other action, transaction or proposal involving the Company or any of its Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, any of the transactions than as expressly contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoingBusiness Combination Agreement.

Agreement to Vote. (a) From Each of the Shareholder and the Company agrees that, except as otherwise set forth herein, during the period from and after the date hereof and until the termination of this Agreement in accordance with terminates pursuant to Section 6.1, except to the extent waived in writing by Parent in its sole and absolute discretion7.1, at the Stockholders’ Meeting or any other meeting of the stockholders of the CompanySMF, however called, and at every adjournment or at any adjournment postponement thereof, or in connection with any written consent of the stockholders of the Company or in SMF, relating to any other circumstances upon which a vote, consent or other approval of all or some of proposed action by the stockholders of SMF with respect to the matters set forth in this Section 5.1, the Shareholder and the Company is sought, each Company Preferred Stockholder shall irrevocably agrees to vote (or cause to be voted) such Company Preferred Stockholder’s Subject Shares ), in person or by proxy, all the SMF Shares, and any other shares voting securities of capital stock of the Company ownedSMF (whenever acquired), that are owned beneficially or of recordrecord by the Shareholder or the Company or as to which they have, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Sharesdirectly or indirectly, the “Voting Shares”): right to vote or direct the voting, (ai) in favor of adoption and approval of the Merger Agreement and the transactions contemplated thereby, and any actions in furtherance thereof requiring a vote of SMF’s stockholders, (ii) against any action, proposal, transaction or agreement that would result in a breach of any covenantrepresentation, representation or warranty or any other obligation warranty, covenant or agreement of SMF contained in the Company Merger Agreement or that is reasonably likely to result in any of the conditions to the Purchaser’s obligations under the Merger Agreement or of any of the parties hereto under this Agreement; and not being fulfilled, (biii) against the following actions (other than the Merger and the transactions contemplated except as otherwise agreed to in writing in advance by the Merger Agreement): Purchaser, against (iA) any extraordinary corporate transactionCompeting Proposal, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries; (ii) any sale, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries; (iiiB) any reorganization, recapitalization, dissolutiondissolution or liquidation of SMF, liquidation or winding up of the Company or any of its Subsidiaries; (ivC) any change in the majority of the board of directors of the Company; (v) any change in to the present capitalization of the Company or SMF, any amendment of the Companyto SMF’s certificate of incorporation or by-laws; (vi) laws other than in connection with the transactions contemplated by the Merger Agreement or any other material change in the Companyto SMF’s corporate structure or business; business and (viiD) any other action, transaction action or proposal involving the Company or any of its Subsidiaries that is intended intended, or would reasonably be expected expected, to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage postpone or otherwise materially adversely affect the Offer, the Merger, transactions contemplated by the Merger Agreement, Agreement and (iv) in favor of any matter reasonably necessary for consummation of the transactions contemplated by the Merger Agreement and this Agreement, including, without limitation, with respect to the accuracy of the representations and warranties provided for in Article II herewith, and in connection therewith, to execute any documents that are reasonably necessary or appropriate in order to effectuate the foregoing, including granting to the Purchaser the ability of the Purchaser or its nominees to vote the SMF Shares directly. Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. The obligations of the Shareholder and the Company set forth in this Agreement Section 5.1 shall apply whether or not (x) the contemplated economic benefits Board of Directors of SMF has effected a Change of Recommendation or (y) SMF breaches any of its representations, warranties, covenants or agreements set forth in the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoingMerger Agreement.

Agreement to Vote. (a) From the date hereof until the termination of this Agreement in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole and absolute discretion, at any meeting of the stockholders of the Company, however called, or at any adjournment thereof, or in connection with any written consent of the stockholders of the Company or in any other circumstances upon which a vote, consent or other approval of all or some of the stockholders of the Company is sought, each Company Preferred the Stockholder shall vote (or cause to be voted) such Company Preferred Stockholder’s the Subject Shares (a) in favor of adoption of the Merger Agreement and approval of the Merger and the transactions contemplated by the Merger Agreement and this Agreement and any other shares of capital stock of the Company owned, beneficially actions required in furtherance hereof or of record, by such Company Preferred Stockholder during the term of this Agreement thereof; (such shares, together with the Subject Shares, the “Voting Shares”): (ab) against any action, transaction or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of any of the parties hereto under this Agreement; and (bc) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries; (ii) any sale, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; (v) any material change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; (vi) any other material change in the Company’s corporate structure or business; and (vii) any other action, transaction or proposal involving the Company or any of its Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, any of the transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred The Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote. (a) From The Shareholder hereby irrevocably and unconditionally agrees that, from the date hereof until the earlier of (i) the time that the Company Shareholder Approval has been obtained and (ii) termination of this Agreement in accordance with Section 6.1, except to 5.1 hereof (the extent waived in writing by Parent in its sole and absolute discretion“Voting Period”), at any meeting of the stockholders shareholders 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 at any adjournment or postponement thereof, the Shareholder shall be present (in person or in connection with any written consent of the stockholders of the Company or in any other circumstances upon which a vote, consent or other approval of all or some of the stockholders of the Company is sought, each Company Preferred Stockholder shall by proxy) and vote (or cause to be voted) ), to the extent entitled to vote thereon, all of such Company Preferred Stockholderparty’s Subject Owned Shares and any other shares of capital stock of the Company owned, beneficially or of record, by at such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): time (a) against any action, transaction or agreement that would result in a breach favor of any covenant, representation or warranty or any other obligation or agreement approval and adoption of the Company under the Merger Agreement or of any of and the parties hereto under this Agreement; transactions contemplated thereby, including the Merger and (b) against (A) any Alternative Proposal, (B) any extraordinary dividend or distribution by the following actions Company, (C) any material change in the capital structure of the Company or any Subsidiary of the Company, (D) any merger agreement or merger (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate ), consolidation, combination, material business transaction, such as a mergersale of assets, consolidation or other business combination involving the Company or any of its Subsidiaries; (ii) any sale, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company Company, or any of its Subsidiaries; (iv) any change in the majority of the board of directors of other action or transaction involving the Company; , and (vE) any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; (vi) any other material change organizational documents that, in the Company’s corporate structure case of (C), (D) or business; and (vii) any other actionE), transaction or proposal involving the Company or any of its Subsidiaries that is intended would or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage impair the ability of Parent or otherwise materially adversely affect the Offer, Merger Sub to complete the Merger, or that would or would reasonably be expected to prevent, impede or delay the Merger Agreementconsummation of the Merger. Notwithstanding anything herein to the contrary, this Section 1.1 shall not require the Shareholder to be present (in person or by proxy) or vote (or cause to be voted) any of the transactions contemplated by Owned Shares to amend the Merger Agreement or 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 (i) decreases the amount or changes the form of the Merger Consideration, (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to shareholders or (iii) extends the End Date. For the avoidance of doubt, the Shareholder agrees that the obligations specified in this Agreement Section 1.1 shall not be affected by (y) any Change of Recommendation or (z) any breach by the contemplated economic benefits Company of any of such party’s representations, warranties, agreements or covenants set forth in the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoingMerger Agreement.

Agreement to Vote. (a) From the date hereof until the termination of this Agreement in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole The Shareholder irrevocably and absolute discretionunconditionally agrees that, at any meeting of the stockholders shareholders of the CompanyCompany (whether annual or special and whether or not an adjourned or postponed meeting) including any class meetings, however calledclass votes or class consents, or at any adjournment thereof, or and in connection with any written consent of shareholders of the stockholders Company, the Shareholder shall: (a) if and when such meeting is held, appear at such meeting (in person or by proxy), and if a quorum is not present, to vote (in person or by proxy) in favor of adjournment of such meeting of the shareholders to a later date, as in accordance with the Company’s Articles of Association as in effect at such time; (b) vote, in person or by proxy, or validly execute and deliver any written consent with respect to all of the Shareholder’s Covered Shares in favor of the resolutions in the form attached hereto as Exhibit B, and any other resolutions in favor of (i) the adoption of the Business Combination Agreement and the SPAC Transaction and (ii) any other matters necessary or reasonably requested by the Company for consummation of the SPAC Transaction and the other transactions contemplated by the Business Combination Agreement (including the SPAC Transaction); (c) vote, in person or by proxy, or validly execute and deliver any written consent with respect to all of the Shareholder’s Covered Shares against (A) any transaction, action or agreement of any kind (other than the SPAC Transaction) concerning the sale or transfer of (x) all or any material part of the business or assets of the Company or in (y) any other circumstances upon which a vote, consent of the shares or other approval of all equity interests or some profits of the stockholders of the Company is soughtCompany, each Company Preferred Stockholder shall vote (or cause to be voted) such Company Preferred Stockholder’s Subject Shares and any other shares of capital stock of the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (a) against any action, transaction or agreement that would reasonably be expected to (i) frustrate the purposes of, impede, interfere with, delay, postpone or adversely affect the SPAC Transaction (including the consummation thereof), (ii) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement Business Combination Agreement, or of cause any of the parties hereto under conditions to closing set forth in the Business Combination Agreement not to be fulfilled or satisfied, or (iii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Shareholder contained in this Agreement; Agreement and (bB) against the following actions any merger agreement or merger (other than the Merger Business Combination Agreement and the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transactionSPAC Transaction), such as a mergerconsolidation, consolidation combination, sale of all or other business combination involving the Company or any substantially all assets, scheme of its Subsidiaries; (ii) any salearrangement, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of by the Company; (v) any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; (vi) any other material change in the Company’s corporate structure or business; and (vii) any other action, transaction or proposal involving the Company or any of its Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, any of the transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote. (a) From Subject to the date hereof until the termination terms of this Agreement, each Stockholder hereby irrevocably agrees that, during the time this Agreement is in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole and absolute discretioneffect, at any annual or special meeting of the stockholders of the Company, however called, or at including any adjournment or postponement thereof, or and in connection with any action proposed to be taken by written consent of the stockholders of the Company Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Shares are entitled to vote or consent thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum; and (b) be present (in any other circumstances upon which a vote, consent person or other approval of all or some of the stockholders of the Company is sought, each Company Preferred Stockholder shall by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) such Company Preferred Stockholder’s a written consent with respect to, all of its Subject Shares and any other shares of capital stock of the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (ai) against any action, transaction or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of any of the parties hereto under this Agreement; and (b) against the following actions Takeover Proposal (other than the Merger and Merger), (ii) against any change in membership of the transactions contemplated Company Board that is not recommended or approved by the Company Board, and (iii) against any other proposed action, agreement or transaction involving the Company that would reasonably be expected to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer, the Merger Agreement): or the other Transactions, including (ix) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries(other than the Merger); (iiy) any a sale, lease lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, recapitalization or liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; or (vz) any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; (vi) any other material change in the Company’s corporate structure or business; organizational documents. Each Stockholder shall retain at all times the right to vote such Stockholder’s Subject Shares in such Stockholder’s sole discretion, and (vii) without any other actionlimitation, transaction on any matters other than those set forth in this Section 1.2 that are at any time or proposal involving from time to time presented for consideration to the Company or any of its Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, any of the transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoingCompany’s stockholders generally.

Agreement to Vote. (a) From the date hereof until the termination of this Agreement in accordance with Section 6.1Termination Date (as defined herein), except to the extent waived in writing by Parent in its sole Shareholder irrevocably and absolute discretion, unconditionally agrees that it shall at any meeting of the stockholders shareholders of the CompanyCompany (whether annual, special, special general or otherwise and whether or not an adjourned or postponed meeting), however called, or at any adjournment thereof, or in connection with any written consent or written resolution of shareholders of the stockholders Company however proposed, except as otherwise approved in writing by Parent (a) when a meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum, and respond to each request by the Company for written consent, if any and (b) vote (or consent), or cause to be voted at such meeting (or validly execute and return and cause such written resolution or consent to be granted with respect to), all Covered Shares (i) in favor of the Merger, the adoption of the Merger Agreement and the Statutory Merger Agreement (each as they may be amended from time to time), including with respect to the Company Shareholder Approval, and any other matters necessary for consummation of the Merger and the other transactions contemplated in the Merger Agreement and the Statutory Merger Agreement, and (ii) against (A) any Acquisition Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of all or substantially all of the assets of the Company or in any other circumstances upon which a vote, consent or other approval of all or some of the stockholders of business combination between the Company is sought, each Company Preferred Stockholder shall vote (or cause to be voted) such Company Preferred Stockholder’s Subject Shares and any other shares of capital stock Person (other than the Merger), or (C) any other action, including any amendment or other change to the Company Charter or the Company Bye-laws and any other material change in the Company’s corporate structure or business as currently carried on, that would impede, interfere with, delay, postpone or adversely affect the Merger or any of the Company ownedtransactions contemplated by the Merger Agreement, beneficially the Statutory Merger Agreement or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (a) against or any action, transaction or agreement that would result results in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of any of the parties hereto under this Agreement; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries; (ii) any sale, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; (v) any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; (vi) any other material change in the Company’s corporate structure or business; and (vii) any other action, transaction or proposal involving the Company or any of its Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, under the Merger Agreement, any of the transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote. (a) From The Required Stockholders hereby agree that from the date hereof until the earlier of (a) the Closing, and (b) the valid termination of this the Merger Agreement in accordance with Section 6.110.01 thereof or the termination of this Agreement, except (i) to the extent waived in writing by Parent in its sole vote (or cause to be voted) or execute and absolute discretion, deliver a written consent (or cause a written consent to be executed and delivered) at any meeting of the stockholders of the Company, however called, or at any adjournment thereof, or in connection with any written consent of the stockholders of the Company or in any other circumstances upon circumstance in which a the vote, consent or other approval of all or some of the stockholders of the Company is soughtsought (and appear at any such meeting, each Company Preferred Stockholder shall vote (in person or by proxy, or otherwise cause all of such holder’s Subject Securities to be votedcounted as present thereat for purposes of establishing a quorum) all of such Company Preferred Required Stockholder’s Subject Shares and any other shares of capital stock Securities (A) in favor of the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject SharesMerger Agreement, the “Voting Shares”): other Transaction Agreements to which the Company or such Required Stockholder is a party and the Transactions, (aB) against any action, transaction merger agreement or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of any of the parties hereto under this Agreement; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any consolidation, combination, sale of its Subsidiaries; (ii) any salesubstantial assets, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; (v) any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; (vi) any other material change in the Company’s corporate structure or business; and (vii) any other action, transaction or proposal involving the Company or any of its Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, than the Merger AgreementAgreement and the Transactions), (C) against any proposal in opposition to approval of the transactions contemplated by the Merger Agreement or this in competition with or inconsistent with the Merger Agreement or the contemplated economic benefits Transactions, and (D) against any proposal, action or agreement that would (1) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Transactions, (2) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of any Company Party under the Merger Agreement or (3) result in any of the foregoing or (B) change conditions set forth in any manner the voting rights Article 9 of the Subject Shares. Each Company Preferred Stockholder further agrees Merger Agreement not being fulfilled and (ii) not to commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote. (a) From the date hereof until the termination of this Agreement in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole and absolute discretion, at any meeting of the stockholders of the Company, however called, or at any adjournment thereof, or in connection with any written consent of the stockholders of the Company or in any other circumstances upon which a vote, consent or other approval of all or some of the stockholders of the Company is sought, each Company Preferred Stockholder shall vote (or cause to be voted) such Company Preferred Stockholder’s 's Subject Shares (a) in favor of adoption of the Merger Agreement and approval of the Merger and the transactions contemplated by the Merger Agreement and this Agreement and any other shares of capital stock of the Company owned, beneficially actions required in furtherance hereof or of record, by such Company Preferred Stockholder during the term of this Agreement thereof; (such shares, together with the Subject Shares, the “Voting Shares”): (ab) against any action, transaction or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of any of the parties hereto under this Agreement; and (bc) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries; (ii) any sale, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; (v) any material change in the present capitalization of the Company or any amendment of the Company’s 's certificate of incorporation or by-laws; (vi) any other material change in the Company’s 's corporate structure or business; and (vii) any other action, transaction or proposal involving the Company or any of its Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, any of the transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote. Each Investor hereby agrees that, until the earlier of (a) From the date hereof until Effective Time and (b) the termination of this Agreement Termination Date (as defined in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole and absolute discretion11(a) hereof), at any meeting of the stockholders of the CompanyQuintiles, however called, or at any adjournment thereof, or in connection with any written consent of the stockholders of the Company or in any other circumstances upon which a voteQuintiles, consent or other approval of all or some of the stockholders of the Company is sought, each Company Preferred Stockholder such Investor shall vote (or cause to be voted) such Company Preferred Stockholder’s Subject his or its Rollover Shares (i) in favor of the Merger, the execution and delivery by Quintiles of the Merger Agreement and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any other shares of capital stock of the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement actions required in furtherance hereof and thereof; (such shares, together with the Subject Shares, the “Voting Shares”): (aii) against any action, transaction action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Quintiles under the Merger Agreement or of any of the parties hereto under this Agreement; and (biii) against the following actions (other than the Merger and the transactions contemplated or any such actions identified in writing by the Merger AgreementCompany in advance): (iA) any extraordinary corporate transaction, such as including, without limitation, a merger, consolidation or other business combination involving the Company Quintiles or any of its SubsidiariesSubsidiary thereof; (iiB) any a sale, lease or transfer of a material amount of assets of the Company Quintiles or any of its Subsidiaries; (iii) any Subsidiary thereof or a reorganization, recapitalization, dissolution, dissolution or liquidation or winding up of the Company Quintiles or any of its SubsidiariesSubsidiary thereof; (ivC) any change in the majority of the board of directors of the CompanyQuintiles; (vD) any material change in the present capitalization of the Company Quintiles or any amendment of the Company’s Quintiles’ certificate of incorporation or by-laws; (viE) any other material change in the Company’s corporate structure or businessbusiness of Quintiles; and or (viiF) any other actionaction which is intended, transaction or proposal involving the Company or any of its Subsidiaries that is intended or would could reasonably be expected expected, to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, any of the transactions contemplated by the Merger Agreement or this Agreement Agreement. Each Investor shall not enter into any agreement or the contemplated economic benefits of understanding with any of the foregoing Person to vote or (B) change give instructions in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoingpreceding sentence. Each Investor hereby waives any rights of appraisal or rights to dissent from the Merger that such Investor may have.