Common use of Agreement to Vote Clause in Contracts

Agreement to Vote. At every meeting of the shareholders of the Company called with respect to any of the following, and at every adjournment thereof, and in every action or approval by written consent of the shareholders of the Company in lieu of such a meeting with respect to any of the following, Shareholder shall vote or cause to be voted the Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the Shares (i) in favor of adoption and approval of (x) the Purchase Agreement, the Transaction and the other matters contemplated by the Purchase Agreement, (y) any matter in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Agreement and this Agreement, and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (ii) against any (x) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents), or any other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone, or discourage the Transaction and any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (z) any action, agreement, transaction or proposal that would result in a material breach of any representation, warranty, covenant, agreement or other obligation of the Company, the Purchased Companies or their Subsidiaries in the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent).

Agreement to Vote. At every Shareholder hereby agrees that, during the time this Agreement is in effect, at the KTYB Meeting, and at any other meeting of the shareholders of the Company called with respect to KTYB, however called, or any of the following, and at every adjournment or postponement thereof, and in every action Shareholder shall: (a) appear at each meeting or approval by written consent otherwise cause the Owned Shares to be counted as present at each meeting for purposes of the shareholders of the Company in lieu of such calculating a meeting with respect to any of the following, Shareholder shall quorum; and (b) vote (or cause to be voted voted), in person or by proxy, all of the Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the Owned Shares (i) in favor of (A) the adoption and approval of (x) the Purchase AgreementMerger, the Transaction Merger Agreement and the other matters transactions contemplated by the Purchase Agreementthereby, (yB) any other matter in furtherance of that is required to facilitate the Transaction and any of the other transactions contemplated by the Purchase Merger Agreement and this Agreement(C) any proposal to adjourn or postpone the meeting to a later date if there are not sufficient votes to approve the Merger, the Merger Agreement and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, and thereby; (ii) against any (x) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any action or agreement (including the Company’s articles of association or other organizational documents), or any other action that is intended or could reasonably be expected to preventresult in a breach of any covenant, representation or warranty or any other obligation or agreement of KTYB contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iii) against any Acquisition Proposal or any other action, agreement or transaction that is intended, or could reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or discourage the Transaction materially and any adversely affect consummation of the other Merger or the transactions contemplated by the Purchase Merger Agreement or the performance by Shareholder of Shareholder’s obligations under this Agreement, and (z) any action, agreement, transaction or proposal that would result in a material breach of any representation, warranty, covenant, agreement or other obligation of the Company, the Purchased Companies or their Subsidiaries in the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent).

Agreement to Vote. At every From the period commencing with the execution and delivery of this Agreement and continuing until the Termination Date (as defined herein), each Southcross Holdings Party irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shall, at any meeting of the shareholders unitholders of the Company called SXE (whether annual or special and whether or not an adjourned or postponed meeting), however called, or in connection with respect to any of the following, and at every adjournment thereof, and in every action or approval by written consent of unitholders of SXE to the shareholders fullest extent that the Voting Interests are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Company in lieu of such Merger Agreement or the Merger) (a) when a meeting with respect is held, appear at such meeting or otherwise cause the Voting Interests to be counted as present thereat for the purpose of establishing a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any of the followingand (b) vote (or consent), Shareholder shall vote or cause to be voted the Shares, and shall at such meeting (or validly execute and deliver written consents return and otherwise exercise all voting and other rights of Shareholder cause such consent to be granted with respect to the Shares to), all Voting Interests (i) in favor of adoption and the Merger, the approval of (x) the Purchase Agreement, the Transaction Merger Agreement and the any other matters contemplated by the Purchase Agreement, (y) any matter in furtherance necessary for consummation of the Transaction Merger and any of the other transactions contemplated by in the Purchase Merger Agreement and this Agreement, and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (ii) against (A) any SXE Alternative Proposal, (xB) Company Takeover Proposal made by any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and any other Person (other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover ProposalMerger), (yC) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents), or any other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone, postpone or discourage adversely affect the Transaction and Merger or any of the other transactions contemplated by the Purchase Merger Agreement or this Agreement or any transaction that results in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreement, (D) any change in the present capitalization or dividend policy of SXE or any amendment or other change to the SXE Charter Documents, except if approved by AMID, and (zE) any action, agreement, transaction other change in SXE’s corporate structure or proposal that would result in a material breach of any representation, warranty, covenant, agreement or other obligation of the Company, the Purchased Companies or their Subsidiaries in the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent)business.

Agreement to Vote. At every meeting of the shareholders stockholders of the Company called with respect to any of the followingCompany, however called, and at every adjournment or postponement thereof, and in every action or approval by connection with any written consent of the shareholders stockholders of the Company in lieu Company, the Stockholder irrevocably agrees to (a) appear at each such meeting or otherwise cause the Shares to be counted as present thereat for purposes of such calculating a meeting with respect quorum and (b) unless Parent votes the Shares directly pursuant to any of the followingproxy granted by Section 1.3 below, Shareholder shall vote (or cause to be voted the Sharesvoted), and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to in person or by proxy, the Shares (i) in favor of adoption and approval of (x) the Purchase Agreement, the Transaction Merger Agreement and the other matters contemplated by the Purchase Agreement, (y) any matter in furtherance of the Transaction and any each of the other transactions contemplated by thereby and any other matter that is required to facilitate the Purchase Agreement and this Agreement, and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any consummation of the other transactions contemplated by the Purchase Agreement or this Merger Agreement, and (ii) against any (x) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any action or agreement (including the Company’s articles of association or other organizational documents), or any other action that is intended or could would reasonably be expected to preventresult in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Stockholder contained in this Agreement, (iii) against any action, agreement or transaction that would reasonably be expected to materially impede, interfere or be inconsistent with, delay, postpone, discourage or discourage adversely affect the Transaction timely consummation of the Offer or the Merger, and (iv) against any other action, agreement or transaction related to (A) a proposal or offer with respect to a merger, joint venture, partnership, consolidation, tender offer, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or any of its subsidiaries and (B) an inquiry, proposal or offer to acquire in any manner, directly or indirectly, any of the outstanding shares of any class of equity securities of the Company or those of any of its subsidiaries, or any of its assets (including, without limitation, equity securities of its subsidiaries), in each case other than the transactions contemplated by in the Purchase Merger Agreement or this Agreement(collectively, the proposals described in clauses (A) and (zB) any action, agreement, transaction or proposal that would result in a material breach of any representation, warranty, covenant, agreement or other obligation of the Company, the Purchased Companies or their Subsidiaries in the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so are hereinafter referred to as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consentan "Competing Proposal").

Agreement to Vote. At every Shareholder hereby agrees that, during the time this Agreement is in effect, at the Limestone Meeting, and at any other meeting of the shareholders of the Company called with respect to Limestone, however called, or any of the following, and at every adjournment or postponement thereof, and in every action Shareholder shall: (a) appear at each meeting or approval by written consent otherwise cause the Owned Shares to be counted as present at each meeting for purposes of the shareholders of the Company in lieu of such calculating a meeting with respect to any of the following, Shareholder shall quorum; and (b) vote (or cause to be voted voted), in person or by proxy, all of the Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the Owned Shares (i) in favor of (A) the adoption and approval of (x) the Purchase AgreementParent Merger, the Transaction Merger Agreement and the other matters transactions contemplated by the Purchase Agreementthereby, (yB) any other matter in furtherance of that is required to facilitate the Transaction and any of the other transactions contemplated by the Purchase Merger Agreement and this Agreement(C) any proposal to adjourn or postpone the meeting to a later date if there are not sufficient votes to approve the Parent Merger, the Merger Agreement and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, and thereby; (ii) against any (x) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any action or agreement (including the Company’s articles of association or other organizational documents), or any other action that is intended or could reasonably be expected to preventresult in a breach of any covenant, representation or warranty or any other obligation or agreement of Limestone contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iii) against any Acquisition Proposal or any other action, agreement or transaction that is intended, or could reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or discourage the Transaction materially and any adversely affect consummation of the other Parent Merger or the transactions contemplated by the Purchase Merger Agreement or the performance by Shareholder of Shareholder’s obligations under this Agreement, and (z) any action, agreement, transaction or proposal that would result in a material breach of any representation, warranty, covenant, agreement or other obligation of the Company, the Purchased Companies or their Subsidiaries in the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent).

Agreement to Vote. At every (a) Each Stockholder Party hereby irrevocably and unconditionally agrees that, during the term of this Agreement, at the Company Stockholders’ Meeting and at any other meeting of the shareholders stockholders of the Company, however called, including any adjournment or postponement thereof, such Stockholder Party shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon, or in any other circumstance in which the vote or other approval of the stockholders of the Company called with respect to any is sought: (i) appear at each such meeting or otherwise cause all of the following, and at every adjournment thereof, and in every action or approval by written consent Covered Company Shares to be counted as present thereat for purposes of the shareholders of the Company in lieu of such calculating a meeting with respect to any of the following, Shareholder shall quorum; and (ii) vote (or cause to be voted voted), in person or by proxy, all of the Covered Company Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the Shares : (i1) in favor of the adoption of the Merger Agreement and approval of the Merger and the transactions contemplated thereby (xincluding, if applicable, any proposal to approve, by advisory (non-binding) vote, certain compensation arrangements that may be paid or become payable to the Purchase AgreementCompany’s named executive officers in connection with the Merger) and any other action reasonably requested by Parent in furtherance thereof; (2) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the adoption of the Merger, the Transaction Merger Agreement and the other matters contemplated by the Purchase Agreement, (y) any matter in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Agreement and this Agreement, and thereby; (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (ii3) against any Acquisition Proposal; and (x4) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents), or against any other action action, agreement or transaction that is intended to, or could reasonably be expected to preventto, impede, impair, interfere with, delay, postpone, discourage, frustrate the purposes of or discourage adversely affect the Transaction and any of Merger or the other transactions contemplated by the Purchase Merger Agreement (including the consummation in each case thereof) or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by such Stockholder Party of its obligations under this Agreement, and including: (zA) any action, agreementagreement or transaction that could reasonably be expected to result in any condition to the consummation of the Merger set forth in the Merger Agreement not being satisfied, transaction or proposal that would result in a material breach of any representationcovenant, warrantyrepresentation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, covenantor of such Stockholder Party contained in this Agreement; (B) any change in the size, term in office, or composition of the Company Board resulting from any proxy contest or other action, agreement or transaction that is intended to, or could reasonably be expected to, impede, impair, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other obligation transactions contemplated by the Merger Agreement (including the consummation in each case thereof); or (C) other than the Merger, any extraordinary corporate transaction, including any merger, consolidation or other business combination involving the Company or any Subsidiary or Affiliate of the Company, any sale, lease or transfer of a material amount of assets of the Purchased Companies Company or their Subsidiaries any Subsidiary of the Company or any reorganization, recapitalization or liquidation of the Company or any Subsidiary of the Company, any change in the Purchase Agreement. present capitalization or dividend policy of the Company or any Subsidiary of the Company or any amendment or other change to the Company’s or any Subsidiary of the Company’s certificate of incorporation, bylaws, or other organizational or governing documents. (b) Any such vote required to be cast pursuant to this Section 2.1 shall be cast (or consent shall be given) by Shareholder executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted, including counted for purposes of determining that a quorum is present and for the purposes of recording such vote the results of that vote. The obligations of each Stockholder Party in this Section 2.1 shall apply whether or not the Merger or any action above is recommended by the Company Board (or consentany committee thereof).

Agreement to Vote. At every (a) Subject to the terms and conditions set forth herein, each Party hereby irrevocably and unconditionally agrees that, during the Exclusivity Period, to the extent it or its Affiliates Beneficially Own any Covered Securities, at any annual or extraordinary general meeting of the shareholders of the Company called with respect to and at any other meeting of the followingshareholders of the Company, and at every adjournment however called, including any adjournment, recess or postponement thereof, and in every action or approval by connection with any written consent of the shareholders of the Company and in lieu any other circumstance upon which a vote, consent or other approval of such a meeting with respect to any all or some of the followingshareholders of the Company is sought, Shareholder it shall (solely in its capacity as Beneficial Owner of its Covered Securities), and shall cause its Affiliates and any holder of record of its Covered Securities to, in each case to the extent that the Covered Securities are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause all of its and its Affiliates’ Covered Securities to be counted as present thereat in accordance with procedures applicable to such meeting so as to ensure such Party is duly counted for purposes of calculating a quorum and for purposes of recording the result of any applicable vote or consent and respond to each request by the Company for written consent, if any; and (ii) vote, or cause to be voted the Sharesvoted, whether on a show of hands or a poll and shall execute whether in person or by proxy, or deliver, or cause to be delivered, a written consent covering, all of its and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the Shares its Affiliates’ Covered Securities (iA) in favor of the approval, adoption and approval authorization of (x) the Purchase Agreement, the Transaction Merger Agreement and the other matters contemplated by the Purchase Agreement, (y) any matter in furtherance approval of the Transaction and any of the other transactions contemplated by the Purchase Agreement and this Merger Agreement, and (zB) the waiver in favor of any notice other matters required to Shareholder that may have been or may be required relating to consummate the Transaction or and any of the other transactions contemplated by the Purchase Agreement Merger Agreement, (C) against any Acquisition Proposal or this Agreementany other transaction, proposal, agreement or action made in opposition to the Transaction or in competition or inconsistent with the Transaction, and (iiD) against any (x) Company Takeover Proposal made by any Person other than the Purchaseraction, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents), or any other action transaction that is intended to facilitate an Acquisition Proposal or is intended to or could reasonably be expected to prevent, impede, or, in any material respect, interfere with, delay, postpone, delay or discourage adversely affect the Transaction and or any of the other transactions contemplated by the Purchase Merger Agreement or the performance by such Party of its obligations under this Agreement. (b) Subject to the terms and conditions set forth herein, each Party shall, and (z) any actionshall cause its Affiliates, agreementduring the Exclusivity Period, transaction or proposal that would result in a material breach of any representation, warranty, covenant, agreement or other obligation of retain at all times the Company, the Purchased Companies or their Subsidiaries in the Purchase Agreement. Any such right to vote shall be cast (or consent shall be givenwith respect to such Party’s or its Affiliates’ Covered Securities in such Party’s or its Affiliates’ sole discretion (as applicable) by Shareholder and without any other limitation on those matters, other than those limitations contained in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consentSection 4.2(a). (c) The obligations of each Party set forth in this Section 4.2 are irrevocable.

Agreement to Vote. At every (a) Each Stockholder hereby irrevocably and unconditionally agrees that during the term of this Agreement, at the Company Stockholder Meeting and at any other meeting of the shareholders stockholders of the Company called with respect to Company, however called, including any of the following, and at every adjournment or postponement thereof, and such Stockholder shall, in every action each case to the fullest extent that its Covered Stockholder Shares are entitled to vote thereon or approval consent thereto: (i) appear (in person or by written consent of the shareholders of the Company in lieu proxy) at each such meeting or otherwise cause all of such Stockholder’s Covered Stockholder Shares to be counted as present thereat for purposes of calculating a meeting with respect to any of the following, Shareholder shall quorum; and (ii) vote (or cause to be voted voted), in person or by proxy, all of the Covered Stockholder Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the Shares : (iA) in favor of (1) the adoption and approval of (x) the Purchase Agreement, the Transaction Merger Agreement and the other matters contemplated by the Purchase Agreement, (y) any matter in furtherance approval of the Transaction Merger and any of the other transactions contemplated by the Purchase Agreement and this Merger Agreement, (2) any proposal by the Company to adjourn or postpone any meeting of the stockholders of the Company at which any of the foregoing matters are submitted for consideration and vote of the stockholders of the Company to a later date if there are not a quorum or sufficient votes for approval of such matters on the date on which the meeting is held to vote upon any of the foregoing matters and (z3) any non-binding advisory vote on “golden parachute” executive compensation arrangements or (B) against any Acquisition Proposal or Superior Proposal. (b) Each Stockholder hereby (i) waives, and agrees not to exercise or assert, any appraisal or similar rights (including under Section 262 of Delaware Law) in connection with the waiver Merger and (ii) agrees (A) not to commence or participate in and (B) to take all actions necessary to opt out of any notice to Shareholder that may have been class in any class action with respect to, any claim, derivative or may be required relating to otherwise, against Parent, Merger Subsidiary, the Transaction Company or any of their respective Affiliates (1) challenging the other validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement or (2) alleging a breach of any fiduciary duty of the Board of Directors of the Company in connection with the evaluation, negotiation or entry into this Agreement or the transactions contemplated by the Purchase Merger Agreement (it being understood and agreed that nothing in this section shall restrict or prohibit such Stockholder from participating as a defendant or asserting counterclaims or defenses, in any action or proceeding brought or claims asserted against it or any of its Affiliates relating to this Agreement, and (ii) against any (x) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from Merger Agreement or the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any agreement (including the Company’s articles of association transactions contemplated hereby or other organizational documents)thereby, or any other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone, or discourage the Transaction and any of the other transactions contemplated by the Purchase Agreement or from enforcing its rights under this Agreement, and (z) any action, agreement, transaction or proposal that would result in a material breach of any representation, warranty, covenant, agreement or other obligation of the Company, the Purchased Companies or their Subsidiaries in the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent).

Agreement to Vote. At every Each Stockholder hereby agrees that, during the term of this Agreement, at the Parent Stockholders’ Meeting and at any other meeting of the shareholders stockholders of Parent, however called, including any adjournment or postponement thereof, the Stockholder shall, in each case to the fullest extent that the Covered Shares are entitled to vote thereon, or in any other circumstance in which the vote, consent or other approval of the Company called with respect to any stockholders of Parent is sought, (a) appear at each such meeting or otherwise cause the Covered Shares beneficially owned by the Stockholder as of the following, applicable record date to be counted as present thereat for purposes of calculating a quorum; and at every adjournment thereof, and in every action or approval by written consent of the shareholders of the Company in lieu of such a meeting with respect to any of the following, Shareholder shall (b) vote (or cause to be voted voted), in person or by proxy, all of such Stockholder’s Covered Shares over which such Stockholder has voting power as of the Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the Shares applicable record date: (i) in favor of the adoption and approval of (x) the Purchase Merger Agreement, the Transaction amendment to the Parent Certificate and the Parent Share Issuance and any other matters contemplated by actions related thereto submitted to a stockholder vote pursuant to the Purchase Agreement, (y) any matter Merger Agreement or in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Agreement and this Agreement, and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, and Merger; (ii) against any (x) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment action or agreement that would result in a breach of any agreement (including the Company’s articles of association covenant, representation or other organizational documents), warranty or any other action obligation or agreement of Parent contained in the Merger Agreement, or of any Stockholder contained in this Agreement; and (iii) against any other action, agreement or transaction involving Parent that is intended or could would reasonably be expected to prevent, impede, interfere with, delay, postpone, discourage, frustrate the purpose of or discourage adversely affect the Transaction and any of Merger or the other transactions contemplated by the Purchase Merger Agreement or this Agreement or the performance by Parent of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement, and (z) any action, agreement, transaction or proposal that would result in a material breach of any representation, warranty, covenant, agreement or other obligation of the Company, the Purchased Companies or their Subsidiaries in the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent).

Agreement to Vote. At every (a) From the period commencing with the execution and delivery of this Agreement and continuing until the termination of this Agreement pursuant to Section 4.11, the Stockholder agrees that: (i) at any meeting of the shareholders stockholders of the Company called with respect to seek the Required Company Stockholder Vote or in any other circumstances upon which a vote, consent or other approval of the following, and at every adjournment thereof, and in every action or approval by written consent of the shareholders of the Company in lieu of such a meeting with respect to any of the following, Shareholder shall vote or cause to be voted the Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder Stockholder with respect to the Shares (i) in favor of adoption and approval of (x) the Purchase Agreement, the Transaction and the other matters contemplated by the Purchase Agreement, (y) any matter in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Merger Agreement and this Agreement, and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Merger Agreement is sought, the Stockholder shall cause its Subject Shares to be present in person or by proxy for purposes of constituting a quorum and vote, or cause to be voted, including by executing a written consent if requested by the Company, its Subject Shares in favor of granting the Company Stockholder Approval, and any other actions presented to the stockholders of Company as necessary or desirable in connection with the Company Stockholder Approval and the Merger Agreement or this Agreement, and (ii) against any (x) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents), or any other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone, or discourage the Transaction and any of the other transactions contemplated by the Purchase Agreement Merger Agreement; and (ii) at any meeting of the stockholders of the Company or this Agreementin any other circumstances upon which a vote, consent or other approval of the Stockholder is sought, the Stockholder shall cause its Subject Shares to be present in person or by proxy for purposes of constituting a quorum and vote, or cause to be voted, including by executing a written consent if requested by the Company, its Subject Shares against (zA) any action, agreement, transaction agreement or proposal made in opposition to or in competition with the consummation of the transactions contemplated by the Merger Agreement, (B) any action, agreement or proposal involving the Company or any of its Subsidiaries that would reasonably be expected to result in a material breach of any representationcovenant, warranty, covenantrepresentation or warranty of the Company under the Merger Agreement and (C) any amendment of the certificate of incorporation or bylaws of the Company or any other action, agreement or proposal involving the Company or any of its Subsidiaries that would in any manner impede, frustrate, prevent or nullify any provision of the Merger Agreement or any of the other obligation transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of the capital stock of the Company. (b) The Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a). Notwithstanding the foregoing, nothing in this Agreement shall require the Stockholder to vote in any manner with respect to any amendment to the Merger Agreement or the taking of any action that would reasonably be expected to result in the amendment, modification or waiver of a provision of the Merger Agreement in a manner that (1) decreases the Exchange Ratio or changes the form of the consideration payable to stockholders of the Company in the Merger; or (2) imposes any restrictions or additional conditions on the consummation of the Merger or the payment of the Merger Consideration to shareholders of the Company. For the avoidance of doubt, other than with respect to the matters described in Section 3.01(a), the Purchased Companies or their Subsidiaries Stockholder does not have any obligation to vote the Subject Shares in any particular manner and, with respect to such other matters, the Purchase Agreement. Any such vote Stockholder shall be cast (or consent shall be given) by Shareholder entitled to vote the Subject Shares in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent)its sole discretion.

Agreement to Vote. At every meeting of Stockholder irrevocably and unconditionally agrees that, from and after the shareholders of Effective Date and for so long as Stockholder owns, in the Company called aggregate together with respect to its Affiliates, all Other Stockholders and their respective Affiliates and any other Persons with which any of the followingforegoing form a “group” (as defined in Section 13(d)(3) of the Exchange Act) beneficially or of record more than 10% of the issued and outstanding shares of Parent Common Stock (provided that the ownership of Parent Common Stock by such other Persons shall be included for purposes of determining the applicability of this Section 4.01 only to the extent, and for so long as, Stockholder, any Other Stockholders or any of their respective Affiliates, on the one hand, and such other Persons, on the other hand, are members of a “group”), at any meeting (whether annual or special, and at every adjournment thereofeach adjourned or postponed meeting) of Parent’s stockholders, however called, or in any other circumstances (including any action sought by written consent) upon which a vote or other consent or approval is sought (any such meeting or other circumstance, a “Stockholders Meeting”), Stockholder will, during the Voting Term only, (i) appear at each Stockholders Meeting or, at Stockholder’s option, otherwise cause all of its Acquired Shares to be counted as present at each Stockholders Meeting, for purposes of calculating a quorum and respond to any other request by Parent for written consent, if any, and in every action or approval by written consent of the shareholders of the Company in lieu of such a meeting with respect to any of the following(ii) vote, Shareholder shall vote or cause to be voted (including by written consent, if applicable) in person or by proxy, all of the Shares, Acquired Shares to the fullest extent that such Acquired Shares are entitled to be voted at the time of any vote or action by written consent as follows: (a) For the period beginning on the Closing Date and shall execute ending on (and deliver written consents and otherwise exercise all voting and other rights including) the day that is the second anniversary of Shareholder the Closing Date: (i) with respect to the Shares election of directors to the Board of Directors, “for” any and all nominees recommended by the Board of Directors to Parent’s stockholders as set forth in Parent’s definitive proxy statement with respect to such election; (ii) with respect to all other matters submitted for a vote of Parent’s stockholders, in accordance with the recommendation of the Board of Directors with respect to such matters; and (iii) “for” any proposal to adjourn or postpone any Stockholders Meeting at which any of the foregoing matters are submitted for the consideration of Parent’s stockholders to a later date if there are not sufficient votes for approval of such matters on the date on which the Stockholders Meeting is held to vote “for” the foregoing matters. (b) For the period beginning on (and including) the day after the day that is the second anniversary of the Closing Date and ending at the end of the Voting Term: (i) in favor with respect to the election of adoption directors to the Board of Directors, “for” any and approval of (x) the Purchase Agreement, the Transaction and the other matters contemplated all nominees recommended by the Purchase Agreement, Board of Directors to Parent’s stockholders as set forth in Parent’s definitive proxy statement with respect to such election; (yii) “for” any matter in furtherance of the Transaction and proposal to adjourn or postpone any Stockholders Meeting at which any of the matters described in Section 4.01(b)(i) above are submitted for the consideration of Parent’s stockholders to a later date if there are not sufficient votes for approval of such matters on the date on which the Stockholders Meeting is held to vote “for” the foregoing matters; (iii) with respect to all matters, other transactions contemplated by the Purchase Agreement and this Agreement, and (zthan those described in Section 4.01(b)(i) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (ii) against any above, submitted for a vote of Parent’s stockholders, in a manner that is proportionate to the manner in which all other holders of Parent Common Stock eligible to vote cast their votes (xi.e., “for” such matters or “against” such matters, as applicable), and Stockholder shall grant a proxy coupled with an interest to the Chairman of the Board of Directors to vote the Acquired Shares in such manner, which proxy shall expire by its terms at the time at which Stockholder’s relevant obligation to vote expires as set forth in this Section 4.01; and (iv) Company Takeover Proposal made by any Person other than the Purchaser, without regard with respect to any recommendation from the Company Boards proposal to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) adjourn or postpone any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents), or any other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone, or discourage the Transaction and Stockholders Meeting at which any of the other transactions contemplated by matters described in Section 4.01(b)(iii) above are submitted for the Purchase Agreement or this Agreementconsideration of Parent’s stockholders to a later date, in a manner that is proportionate to the manner in which all others holders of Parent Common Stock eligible to vote cast their votes with respect to such proposal, and (z) any action, agreement, transaction or proposal that would result in Stockholder shall grant a material breach of any representation, warranty, covenant, agreement or other obligation proxy coupled with an interest to the Chairman of the CompanyBoard of Directors to vote the Acquired Shares in such manner, which proxy shall expire by its terms at the Purchased Companies or their Subsidiaries time at which Stockholder’s relevant obligation to vote expires as set forth in the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent)this Section 4.01.

Agreement to Vote. At every meeting any meeting, or separate class meeting, of the shareholders of the Company, however called, or at any adjournment, recess or postponement thereof, or in any other circumstance in which the vote, consent or other approval of the shareholders of the Company called is sought, each Series A Holder shall, and shall cause any other holder of record with respect to the Series A Shares, all common shares of the Company owned by such Series A Holder and any other equity securities of the Company which are beneficially owned by such Series A Holder or any of its Affiliates, whether now owned or hereinafter acquired (the “Covered Shares”) to (i) appear at each such meeting or otherwise cause all Covered Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all Covered Shares (A) in favor of adopting the Merger Agreements and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreements and this Agreement, or any other transaction pursuant to which the Series A Holders (collectively) or an entity or entities directly or indirectly owned by them propose to acquire the Company, (B) in favor of any adjournment or postponement recommended by the Company with respect to any of the following, and at every adjournment thereof, and in every action or approval by written consent of the shareholders of the Company in lieu of such a shareholder meeting with respect to the Merger Agreements, the Merger or the Transaction, if N. Xxxxxx Xxxxxxxx 3rd reasonably deems such adjournment or postponement to be in the best interests of the Series A Holders, (C) against any other transaction or transactions, including any Acquisition Proposal (other than the Merger or a transaction otherwise approved by all Series A Holders) including any consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company and (D) against any proposal, action or agreement, including an Acquisition Proposal, that would (1) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreements or any other transactions approved by all Series A Holders, (2) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreements, (3) result in any of the followingconditions set forth in the Merger Agreements not being fulfilled or (4) change the capitalization of, Shareholder including the voting rights of any class of capital stock of, the Company. Each Series A Holder shall vote not commit or cause agree to be voted take any action inconsistent with the Sharesforegoing. Subject to the terms and conditions set forth herein, each Series A Holder shall, and shall execute and deliver written consents and otherwise exercise cause his, her or its Affiliates to, during the Exclusivity Period, retain at all voting and other rights of Shareholder times the right to vote or consent with respect to such party’s or his, her or its Affiliates’ Covered Shares in such party’s or his, her or its Affiliates’ sole discretion (as applicable) and without any other limitation on those matters, other than the limitations contained in this Section 4(b). In the event of any share split, share dividend, bonus issue, amalgamation, merger, reorganization, recapitalization or other change in the capital structure of the Company affecting the Covered Shares or other securities or rights of the Company by any Series A Holder or any of its Affiliates, (i) in favor the type and number of adoption and approval of (x) the Purchase Agreement, the Transaction and the other matters contemplated by the Purchase Agreement, (y) any matter in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Agreement and this Agreement, and (z) the waiver of any notice to Shareholder that may have been or may Covered Shares shall be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, adjusted appropriately and (ii) against any (x) Company Takeover Proposal made by any Person other than this Agreement and the Purchaser, without regard obligations hereunder shall automatically attach to any recommendation from additional Covered Shares or other securities or rights of the Company Boards issued to shareholders concerning such Company Takeover Proposal, and without regard to or acquired by the terms of such Company Takeover Proposal, (y) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents), Series A Holder or any other action that is intended of his, her or could reasonably be expected to prevent, impede, interfere with, delay, postpone, or discourage the Transaction and any its Affiliates. The obligations of the other transactions contemplated by the Purchase Agreement or each party hereto set forth in this Agreement, and (zSection 4(b) any action, agreement, transaction or proposal that would result in a material breach of any representation, warranty, covenant, agreement or other obligation of the Company, the Purchased Companies or their Subsidiaries in the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent)are irrevocable.

Agreement to Vote. At every Each Company Stockholder, by this Agreement, with respect to its Securities, severally and not jointly, hereby agrees (and agrees to execute such documents and certificates evidencing such agreement as the Purchaser may reasonably request in connection therewith), if (and only if) the Approval Condition (as defined below) shall have been satisfied, to vote, at any meeting of the shareholders members of the Company called with respect to any of the following, and at every adjournment thereofCompany, and in every any action or approval by written consent of the shareholders members of the Company in lieu Company, all of such a meeting with respect to any of the following, Shareholder shall vote or cause to be voted the Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the Shares Company Stockholder’s Securities (ia) in favor of the approval and adoption and approval of (x) the Purchase Merger Agreement, the Transaction and the other matters contemplated by the Purchase Agreement, (y) any matter in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Merger Agreement and this Agreement, and (zb) the waiver in favor of any notice to Shareholder that may have been or may be required relating other matter reasonably necessary to the Transaction or any consummation of the other transactions contemplated by the Purchase Merger Agreement or this and considered and voted upon by the stockholders of the Company, (c) in favor of the approval and adoption of the Incentive Plan (as defined in the Merger Agreement, ) and (iid) against any action, agreement or transaction (x) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from Merger Agreement or the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents), or any other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone, or discourage the Transaction and any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (zthereby) any action, agreement, transaction or proposal that would result in a material breach of any representation, warranty, covenant, agreement representation or warranty or any other obligation or agreement of the Company, Company under the Purchased Companies Merger Agreement or their Subsidiaries that would reasonably be expected to result in the Purchase failure of the transactions contemplated by the Merger Agreement from being consummated. Each Company Stockholder acknowledges receipt and review of a copy of the Merger Agreement. Any such vote For purposes of this Agreement, “Approval Condition” shall be cast (mean that the Merger Agreement shall not have been amended or consent modified to change the Merger Consideration payable under the Merger Agreement to the Company Stockholders. For the purpose of clarification, any adjustment to the Merger Consideration pursuant to Section 1.15 of the Merger Agreement shall be given) by Shareholder in accordance with not constitute an amendment or modification to the procedures relating thereto so as to ensure that it is duly counted, including Merger Consideration for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent)immediately preceding sentence.

Agreement to Vote. Each Stockholder hereby agrees, severally and not jointly, that, from and after the date hereof and until this Agreement shall have been terminated in accordance with Section 7: (i) At every any meeting of the shareholders stockholders of the Company called with respect to any for purposes that include approval of the followingMerger and the Merger Agreement, and however called, or at every any adjournment thereof, and or in every action or approval by connection with any written consent of the shareholders stockholders of the Company or in lieu of any other circumstances in which such a meeting Stockholder is entitled to vote, consent or give any other approval with respect to any of the followingMerger and the Merger Agreement, Shareholder such Stockholder shall vote (or cause to be voted the Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect voted) such Stockholder's Shares (to the extent such Shares (iare entitled to be voted and are not so voted pursuant to the proxy granted in Section 1(b)) in favor of adoption of the Merger Agreement and the approval of (x) the Purchase Agreement, the Transaction terms thereof and each of the other matters actions contemplated by the Purchase Agreement, (y) any matter in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Merger Agreement and this Agreement, and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, and . (ii) 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 in which such Stockholder is entitled to vote, consent or give any other approval, such Stockholder shall vote (or cause to be voted) such Stockholder's Shares (to the extent such Shares are entitled to be voted) against the following actions: (1) any (x) Company Takeover Proposal made proposal that would result in a breach by any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to of the terms of such Company Takeover Proposal, Merger Agreement or by the Stockholder hereunder; or (y2) any agreement, amendment of any action or agreement (including the Company’s articles of association or other organizational documents), or any other action that is intended to, or could would be reasonably be expected to preventlikely to, impede, interfere with, delay, postpone, postpone or attempt to discourage the Transaction and any of Merger, including, but not limited to: (A) the other transactions contemplated adoption by the Purchase Agreement or this Agreement, and Company of any Acquisition Transaction; (zB) any action, agreement, transaction or proposal that would result in a material breach of any representation, warranty, covenant, agreement or other obligation amendment of the Company's certificate of incorporation, the Purchased Companies certificates of designation or their Subsidiaries by-laws; (C) any material change in the Purchase Agreement. Any such vote shall be cast present capitalization or dividend policy of the Company; or (D) any other material change in the Company's corporate structure or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent)business.

Agreement to Vote. At From the date hereof until the Termination Date (as defined below), the Holder agrees to vote (or cause to be voted), and shall not enter into any agreement or otherwise give instructions to any person to vote in any manner inconsistent with this Voting Agreement, at every meeting of the Company shareholders of convened in connection with the Company called with respect matters related to any of the followingMerger Agreement, and at every adjournment or postponement thereof, all Company Shares it beneficially owns and is entitled to vote at such meeting: (a) in favor of (i) the Merger, (ii) the adoption and approval of the Merger Agreement and the terms thereof, and (iii) the approval of any proposal to adjourn or postpone any Company Stockholders Meeting to a later date if the Company proposes or requests such postponement or adjournment in every action or approval by written consent accordance with Section 6.01 of the Merger Agreement; and (b) against any proposal that would reasonably be expected to, materially interfere with, delay, impede, postpone, discourage or adversely affect the Merger (clauses (a) and (b) collectively, the “Supported Matters”). Nothing in this Voting Agreement shall require the Holder to vote in any manner with respect to any amendment to the Merger Agreement or the taking of any action that would reasonably be expected to result in the amendment, modification or waiver of a provision of the Merger Agreement in a manner that (1) decreases the Exchange Ratio or changes the form of the consideration payable to shareholders of the Company in lieu of such a meeting with respect to the Merger; (2) imposes any restrictions or any additional conditions on the consummation of the followingMerger or the payment of the Merger Consideration to shareholders of the Company; or (3) extends the Termination Date. For the avoidance of doubt, Shareholder shall vote or cause to be voted the Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder than with respect to the Shares (i) in favor of adoption and approval of (x) the Purchase AgreementSupported Matters, the Transaction and Holder does not have any obligation to vote the Company Shares in any particular manner and, with respect to such other matters contemplated by the Purchase Agreement, (y) any matter in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Agreement and this Agreement, and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (ii) against any (x) Company Takeover Proposal made by any Person other than the PurchaserSupported Matters), without regard the Holder shall be entitled to any recommendation from vote the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents), or any other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone, or discourage the Transaction and any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (z) any action, agreement, transaction or proposal that would result Shares in a material breach of any representation, warranty, covenant, agreement or other obligation of the Company, the Purchased Companies or their Subsidiaries in the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent)its sole discretion.

Agreement to Vote. At every (a) The Stockholder hereby irrevocably and unconditionally agrees that, during the term of this Agreement, at the Company Stockholder Meeting and at any other meeting of the shareholders of the Company called with respect to Company’s stockholders, however called, in each case, including any of the following, and at every adjournment or postponement thereof, and in every action or approval by connection with any written consent of the shareholders Company’s stockholders, the Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the Company’s stockholders is sought, including the Company in lieu Stockholder Approval: (i) appear at each such meeting or otherwise cause the Stockholder’s Covered Company Shares to be counted as present thereat for purposes of such calculating a meeting with respect to any of the following, Shareholder shall quorum; and (ii) vote (or cause to be voted voted), in person or by proxy, or if applicable deliver (or cause to be delivered) a written consent covering, all of the Stockholder’s Covered Company Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the Shares : (i1) in favor of adoption and the approval of (x) the Purchase Agreement, adoption of the Transaction Merger Agreement and the Mergers and any other matters contemplated action requested by the Purchase Agreement, (y) any matter Parent in furtherance thereof; (2) in favor of any proposal to adjourn a meeting of the Transaction and any Company’s stockholders to solicit additional proxies in favor of the other transactions contemplated by the Purchase Agreement and this Agreement, and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any adoption of the other transactions contemplated by the Purchase Agreement or this Merger Agreement, and ; (ii3) against any Company Acquisition Proposal; and (x4) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents), or against any other proposal, action or transaction that is intended to, or could reasonably be expected to preventto, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or discourage adversely affect the Transaction and any consummation of the other transactions contemplated Mergers or the performance by the Purchase Company of its obligations under the Merger Agreement or this Agreement, and including (zx) against any actionproposal, agreementaction or transaction that could reasonably be expected to result in any condition to the consummation of the Mergers set forth in Article VI of the Merger Agreement not being satisfied, transaction or proposal that would could reasonably be expected to result in a breach in any material breach respect of any representation, warranty, covenantcovenant or agreement of the Company pursuant to the Merger Agreement or this Agreement and (y) any amendments to the Company Charter or Company Bylaws if such amendment would reasonably be expected to prevent or delay the consummation of the Closing. The Stockholder shall not, at any time prior to the Termination Date, (i) enter into any voting agreement or other obligation voting trust with respect to any of the CompanyStockholder’s Covered Company Shares that is inconsistent with the Stockholder’s obligations pursuant to this Agreement, the Purchased Companies or their Subsidiaries in the Purchase (ii) enter into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. . (b) Any such vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast (or consent shall be given) by Shareholder executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted, including counted for purposes of determining that whether a quorum is present (if applicable) and for the purposes of recording such the results of the vote (or consent).

Agreement to Vote. At Prior to the Expiration Date, at every meeting of the shareholders of the Company called with respect to any of the following, and at every adjournment thereof, and in on every action or approval by written consent of the shareholders of the Company in lieu of such a meeting with respect to any of the following, Shareholder shall the Securityholder agrees to vote (or cause to be voted voted) the Sharesshares of Company Stock owned of record and beneficially by such Securityholder other than as a trustee of a benefit plan, which shares shall include, without limitation, all shares owned by such Securityholder individually, all shares owned jointly by such Securityholder and such Securityholder's spouse, all shares owned by such Securityholder by any minor children (or any trust for their benefit), all shares owned by any business of which such Securityholder is the principal shareholder (but in each such case only to the extent such Securityholder has the right to vote or direct the voting of such shares), and shall execute and deliver written consents and otherwise exercise specifically including all voting and other rights of Shareholder with respect to the Shares shares shown as owned directly or beneficially by such Securityholder on Exhibit A attached hereto or acquired subsequently hereto: (i) in favor of adoption and approval of (x) the Purchase AgreementMerger, the Transaction Merger Agreement and the other matters transactions contemplated by the Purchase Agreement, (y) thereby and any matter in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Agreement and this Agreement, and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (ii) against any (x) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents), or any other action that is intended or could reasonably be expected to preventfacilitate the Merger; (ii) in favor of any alternative structure as may be agreed upon by German American and the Company to effect the Merger; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder from a financial point of view than the terms of the Merger set forth in the Merger Agreement (including, impedewithout limitation, interfere with, delay, postponewith respect to the consideration to be received by the Securityholder); and (iii) against the consummation of any proposal looking toward the acquisition of control of the Company by any party not affiliated with German American, or discourage the Transaction and any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (z) any action, agreementproposal, agreement or transaction (other than the Merger, the Merger Agreement or proposal the transactions contemplated thereby) that in any such case would result in a material breach of any representation, warranty, covenant, agreement representation or warranty or any other obligation or agreement of the Company, Company under the Purchased Companies or their Subsidiaries in the Purchase Merger Agreement. Any such vote This Agreement is intended to bind the Securityholder as a shareholder of the Company only with respect to the specific matters set forth herein. Notwithstanding the foregoing, nothing in this Agreement shall be cast (limit or consent shall be given) by Shareholder restrict the Securityholder from voting in accordance with the procedures relating thereto so as his, her or its sole discretion on any matter other than those matters referred to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent)in this Agreement.

Agreement to Vote. At every The Stockholder hereby irrevocably and unconditionally agrees that during the term of this Agreement, at a special meeting of the shareholders stockholders of Target or at any other meeting of the Company called with respect to stockholders of Target, however called, including any of the following, and at every adjournment or postponement thereof, and in every action or approval by connection with any written consent of the shareholders stockholders of Target (collectively, “Target Stockholders’ Meeting”), the Stockholder shall, in each case to the fullest extent that such matters are submitted for the vote or written consent of the Company in lieu Stockholder and that the Covered Shares are entitled to vote thereon or consent thereto: (a) appear at each such meeting or otherwise cause the Covered Shares as to which the Stockholder controls the right to vote to be counted as present thereat for purposes of such calculating a meeting with respect to any of the following, Shareholder shall quorum; and (b) vote (or cause to be voted voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of the Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect Covered Shares as to which the Shares Stockholder controls the right to vote: (i) in favor of adoption and the approval of (x) the Purchase Agreement, the Transaction Merger Agreement and the other matters consummation of the transactions contemplated by thereby, including the Purchase AgreementMerger, (y) and any matter actions required in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Agreement and this Agreement, and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, and thereof; (ii) against any (x) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment action or agreement that could result in a breach of any agreement (including the Company’s articles of association covenant, representation or other organizational documents), warranty or any other action obligation of Target under the Merger Agreement; (iii) against any Acquisition Proposal; and (iv) against any action, agreement or transaction submitted for the vote or written consent of the stockholders of Target that is intended or could would reasonably be expected to prevent, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or discourage adversely affect the Transaction and any of Merger or the other transactions contemplated by the Purchase Merger Agreement or this Agreement or the performance by Target of its obligations under the Merger Agreement or by the Stockholder of his, her or its obligations under this Agreement, and (z) any action, agreement, transaction or proposal that would result in a material breach of any representation, warranty, covenant, agreement or other obligation of the Company, the Purchased Companies or their Subsidiaries in the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent).

Agreement to Vote. At every Investor shall, at any meeting of the shareholders stockholders of the Company called with respect to Company, however called, or any of the following, and at every adjournment or postponement thereof, and or in every action or approval by connection with any written consent of the shareholders stockholders of the Company Company, cause such Owned Shares to be counted as present for purposes of establishing a quorum and be present (in lieu of such a meeting with respect to any of the following, Shareholder shall person or by proxy) and vote or consent (or cause to be voted the Shares, and shall execute and deliver written consents and otherwise exercise or consented) all voting and other rights of Shareholder with respect to the such Owned Shares (i) in favor of adoption and approval of the Company Stockholder Approval (x) as defined in the Securities Purchase Agreement) and any actions reasonably required in furtherance thereof (provided, however, that none of the Transaction and Initial Shares (as defined in the other matters contemplated by the Securities Purchase Agreement, ) acquired by Investor (yor an affiliate thereof) any matter in furtherance as part of the Transaction and any Initial Closing (as defined in the Securities Purchase Agreement) shall be voted in respect of this matter nor should such Owned Shares be considered present or represented by proxy at the other transactions contemplated by the Purchase Agreement and Stockholders Meeting for purposes of this Agreementmatter), and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (ii) against any (x) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents), or any other action proposal that is intended or could would reasonably be expected to prevent, impede, interfere withfrustrate, delay, postpone, prevent or discourage nullify the Transaction and any of the other transactions contemplated by the Securities Purchase Agreement or this Agreementthe transactions contemplated thereby, and (ziii) any actionin favor of amending the Certificate of Incorporation of the Company to increase the size of the Company Board to ten (10) directors, agreement(iv) in favor of the election of directors to the Company Board, transaction or proposal that would result (v) in a material breach favor of any representation, warranty, covenant, agreement or other obligation the ratification of the choice of the Company’s accountants, the Purchased Companies or their Subsidiaries (vi) in favor of an increase in the Purchase Agreementauthorized share capital of the Company of 40,000,000 shares of Common Stock and (vii) in favor of the approval of the Company’s employee stock incentive plan. Any such The voting covenant set forth in this Section 1.1 and the proxy granted pursuant to Section 1.2 of this Agreement shall not be effective for any other purpose and Investor retains the right to vote shall be cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent)any manner on all other matters.

Agreement to Vote. At every Prior to the Termination Date (as defined herein), each Stockholder irrevocably and unconditionally agrees that it shall at any meeting of the shareholders stockholders of the Company called (whether annual or special and whether or not an adjourned or postponed meeting), however called, or in connection with respect to any of the following, and at every adjournment thereof, and in every action or approval by written consent of the shareholders stockholders of the Company in lieu of such (a) when a meeting with respect 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 of the followingand (b) vote (or consent), Shareholder shall vote or cause to be voted the Shares, and shall at such meeting (or validly execute and deliver written consents return and otherwise exercise all voting and other rights of Shareholder cause such consent to be granted with respect to the to), all Covered Shares (i) in favor of adoption and approval of (x) the Purchase AgreementMerger, the Transaction adoption of the Merger Agreement and the any other matters contemplated by the Purchase Agreement, (y) any matter in furtherance necessary for consummation of the Transaction Merger and any of the other transactions contemplated by in the Purchase Merger Agreement and this Agreement, and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (ii) against (A) any Acquisition Proposal, (xB) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between the Company Takeover Proposal made by and any other Person (other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover ProposalMerger), and without regard to the terms of such Company Takeover Proposal, (yC) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents), or any other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone, postpone or discourage adversely affect the Transaction and Merger or any of the other transactions contemplated by the Purchase Merger Agreement or this AgreementAgreement (collectively, and (z) the “Covered Proposals”). Notwithstanding the foregoing, nothing in this Agreement shall require any action, agreement, transaction Stockholder to vote or proposal otherwise consent to any amendment to the Merger Agreement or the taking of any action that would could result in the amendment, modification or a material breach waiver of a provision therein, in any representationsuch case, warrantyin a manner that decreases the amount or changes the form of the Merger Consideration. Except as expressly set forth in this Section 1 with respect to Covered Proposals, covenantStockholders shall not be restricted from voting in favor of, agreement against or abstaining with respect to any other obligation matter presented to the stockholders of the Company, the Purchased Companies or their Subsidiaries in the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent).

Agreement to Vote. At every The Shareholder hereby agrees that during the term of this Agreement, at the Company Shareholders Meeting and at any other meeting of the shareholders of the Company called with respect to Company, however called, including any of the following, and at every adjournment or postponement thereof, and in every action or approval by connection with any written consent of the shareholders of the Company Company, it shall, in lieu each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (a) appear at each such meeting or otherwise cause the Covered Shares as to which the Shareholder controls the right to vote to be counted as present thereat for purposes of such calculating a meeting with respect to any of the following, Shareholder shall quorum; and (b) vote (or cause to be voted voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of the Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the Covered Shares (i) in favor of the adoption and approval of (x) the Purchase Agreement, the Transaction and the other matters contemplated by the Purchase Merger Agreement, (yii) in favor of any matter related proposal in furtherance of the Transaction Merger and any of the other transactions contemplated by the Purchase Merger Agreement and this Agreement, and the Split-Off Agreements; (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (iiiii) against any (x) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any action or agreement (including the Company’s articles of association or other organizational documents), or any other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone, or discourage the Transaction and any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (z) any action, agreement, transaction or proposal that would result in a material breach of any representation, warranty, material covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or the Split-Off Agreements, or of the Shareholder contained in this Agreement; and (iv) against any Takeover Proposal; provided that if, in response to a Superior Proposal received by the Company Board after the date of this Agreement, the Company Board makes a Company Adverse Recommendation Change in accordance with Section 5.4(d) of the Merger Agreement, the number of Shareholder’s Covered Shares (which are entitled to so vote or consent) that are subject to this Section 2.1 shall be reduced (on a pro rata basis with each other shareholder of the Company who executed a similar voting agreement in connection with the Merger and the transactions contemplated by the Merger Agreement and the Split-Off Agreements (the “Other Voting Agreements”)) to the extent necessary in order that the aggregate number of Covered Shares subject to this Section 2.1 together with all other shares of Common Stock (or other obligation securities of the Company entitled to so vote or consent) subject to the Other Voting Agreements represents no more than 45% of the Common Stock (and any other voting securities of the Company) outstanding at the time of such vote or written consent and entitled to so vote or consent; and provided further, that Section 2.1 shall not require the Shareholder to vote or consent (or cause any Affiliate to vote or consent) in favor of the Merger Agreement or any of the transactions contemplated thereby, to the extent that the Merger Agreement or any Split-Off Agreement (i) has been amended or waived to reduce the Per Share Merger Consideration or the Closing Consideration or (ii) has been amended or waived in a manner that is materially adverse, when considered in the aggregate together with other waivers or amendments, to the shareholders of the Company. (c) Notwithstanding the foregoing, the Purchased Companies or their Subsidiaries in the Purchase Agreement. Any such Shareholder shall remain free to vote shall be cast (or consent shall be givenexecute consents or proxies with respect to) the Covered Shares with respect to any matter not covered by this Section 2.1 in any manner the Shareholder in accordance with the procedures relating thereto so as to ensure deems appropriate, provided that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent)execution of consents or proxies with respect thereto) would not reasonably be expected to adversely affect, or prevent or delay the consummation of, the transactions contemplated by the Merger Agreement or the Split-Off Agreements.

Agreement to Vote. At every (a) Each Stockholder hereby irrevocably and unconditionally agrees that, during the term of this Agreement, at the GFI Stockholders Meeting and at any other meeting of the shareholders stockholders of the Company called with respect to GFI, however called, including any of the following, and at every adjournment or postponement thereof, and in every action or approval by connection with any written consent of the shareholders stockholders of GFI, such Stockholder shall, in each case to the fullest extent that the Covered GFI Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the Company in lieu stockholders of GFI is sought: (i) appear at each such meeting or otherwise cause such Stockholder’s Covered GFI Shares to be counted as present thereat for purposes of calculating a meeting with respect to any of the following, Shareholder shall quorum; and (ii) vote (or cause to be voted the voted), in person or by proxy, or if applicable deliver (or cause to be delivered) a written consent covering, all of such Stockholder’s Covered GFI Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the Shares : (i1) in favor of the approval and adoption and approval of (x) the Purchase GFI Merger, the GFI Merger Agreement, the Transaction Transactions and any other action requested by CME in furtherance thereof; (2) in favor of any proposal to adjourn a meeting of the stockholders of GFI to solicit additional proxies in favor of the approval and adoption of the GFI Merger, the GFI Merger Agreement and the other matters contemplated by the Purchase Agreement, Transactions; (y) any matter in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Agreement and this Agreement, and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (ii3) against any (x) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, ; and (y4) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents), or against any other action action, agreement or transaction that is intended to, or could reasonably be expected to preventto, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or discourage adversely affect the Transaction and any of Transactions or the performance by GFI, JPI, New JPI or the other transactions contemplated by Stockholders of their respective obligations pursuant to the Purchase Agreement Transactions or under this Agreement, and including: (zA) any action, agreementagreement or transaction that could reasonably be expected to result in any condition to the consummation of the Transactions not being satisfied, transaction or proposal that would result in a material breach of any representation, warranty, covenant, representation or warranty or any other obligation or agreement of such Person pursuant to the Transactions or contained in this Agreement; (B) any change in the individuals who constitute the Board of Directors of GFI, JPI or New JPI; (C) other than the Transactions or other obligation than as expressly contemplated by the Transactions, any extraordinary corporate transaction, including any merger, consolidation or other business combination involving GFI, JPI, New JPI or any of their respective Subsidiaries, any sale, lease or transfer of a material amount of assets of GFI, JPI, New JPI or any of their respective Subsidiaries or any reorganization, recapitalization or liquidation of GFI, JPI, New JPI or any of their respective Subsidiaries; or (D) other than as expressly required pursuant to the CompanyTransactions, the Purchased Companies or their Subsidiaries any change in the Purchase Agreement. present capitalization or dividend policy of GFI, JPI or New JPI or any amendment or other change to their respective Constituent Documents. (b) Any such vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast (or consent shall be given) by Shareholder executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted, including counted for purposes of determining that a quorum is present (if applicable) and for the purposes of recording such the results of that vote or consent. The obligations of the Stockholders in this Section 2.1 shall apply whether or not the GFI Merger or any action above is recommended by the Board of Directors of GFI (or consentany committee thereof including the Special Committee).

Agreement to Vote. At every (a) The Shareholder hereby irrevocably and unconditionally agrees that during the period beginning on the date hereof and ending on the earliest of (x) the Closing Date, (y) the Expiration Date, or (z) the termination of this Agreement in accordance with its terms (for any reason), at any meeting of the shareholders of the Company called with respect to Company, however called, including any of the following, and at every adjournment or postponement thereof, and in every connection with any action or approval proposed to be taken by written consent of the shareholders of the Company Company, the Shareholder (solely in lieu of its capacity as such) shall, in each case, to the fullest extent that such a meeting with respect to any matters are submitted for the vote or written consent of the following, shareholders and that the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause the Covered Shares as to which the Shareholder shall controls the right to vote to be counted as present thereat for purposes of calculating a quorum; and (ii) vote (or cause to be voted voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of the Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Covered Shares as to which the Shareholder with respect controls the right to the Shares vote (iA) in favor of the approval and adoption and approval of (x) the Purchase AgreementMerger, the Transaction Merger Agreement and the other matters contemplated by the Purchase Agreement, (y) any matter related proposal in furtherance thereof, as reasonably requested by Parent, submitted for the vote or written consent of shareholders of the Transaction and Company, including, without limiting any of the foregoing obligations, in favor of any proposal to adjourn or postpone to a later date any meeting of the shareholders of the Company at which any of the foregoing matters are submitted for consideration and vote of the shareholders of the Company if there are not sufficient votes for approval of such matters on the date on which the meeting is held, (B) against any action or agreement submitted for the vote or written consent of shareholders of the Company that is in opposition to the Merger or that would result in a breach of any covenant, representation or warranty or any other transactions contemplated by obligation or agreement of the Purchase Agreement and Company contained in the Merger Agreement, or of the Shareholder contained in this Agreement, and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (iiC) against any (x) Company Takeover Acquisition Proposal made by and against any Person other than action, agreement or transaction submitted for the Purchaser, without regard to any recommendation from vote or written consent of shareholders of the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents), or any other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone, discourage, frustrate the purposes of, adversely affect or discourage prevent the Transaction and any consummation of the Merger or the other transactions contemplated by the Purchase Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by the Shareholder of its obligations under this Agreement, and . (zb) any action, agreement, transaction Any vote required to be cast or proposal that would result in a material breach of any representation, warranty, covenant, agreement or other obligation of the Company, the Purchased Companies or their Subsidiaries in the Purchase Agreement. Any such vote consent required to be executed pursuant to this Section 2.1 shall be cast (or consent shall be given) by the Shareholder in accordance with the such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that whether a quorum is present and for present. (c) The obligations of the purposes of recording such vote Shareholder specified in Section 2.1(a) shall apply whether or not the Merger or any action described above is recommended by the Company Board (or consentany committee thereof), for so long as this Agreement is in force.

Agreement to Vote. At every Subject to the terms of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at any annual or special meeting of the shareholders stockholders of the Company called with respect to Company, however called, including any of the following, and at every adjournment or postponement thereof, and in every connection with any action or approval proposed to be taken by written consent of the shareholders stockholders of the Company Company, such Stockholder shall, in lieu 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 such determining a meeting with respect to any of the following, Shareholder shall quorum; and (b) be present (in person or by proxy) and vote (or cause to be voted the Sharesvoted), and shall execute and or deliver (or cause to be delivered) a written consents and otherwise exercise all voting and other rights of Shareholder consent with respect to the to, all of its Subject Shares (i) in favor of adoption and approval of (x) the Purchase Agreement, the Transaction and the other matters contemplated by the Purchase Agreement, (y) against any matter in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Agreement and this Agreement, and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this AgreementCompany Takeover Proposal, and (ii) against any (x) Company Takeover Proposal made by any Person other than the Purchaserproposed action, without regard to any recommendation from agreement or transaction involving the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents), or any other action that is intended or could would reasonably be expected to prevent, impede, interfere with, delay, postpone, adversely affect or discourage prevent the Transaction and any consummation of the Offer, the Merger or the other transactions contemplated by Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Purchase Agreement Company (other than the Merger); (y) a sale, lease, license or this Agreementtransfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of the Company or any reorganization, recapitalization or liquidation of the Company; and (z) any action, agreement, transaction or proposal that would result change in a material breach of any representation, warranty, covenant, agreement or other obligation the present capitalization of the Company, the Purchased Companies or their Subsidiaries any amendment or other change in the Purchase AgreementCompany’s organizational documents. Any Each Stockholder shall retain at all times the right to vote such vote shall be cast (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 consent shall be given) by Shareholder in accordance with from time to time presented for consideration to the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent)Company’s stockholders generally.

Agreement to Vote. At every (a) Each Shareholder hereby agrees that during the Voting Period, at any meeting of the shareholders of the Company called with respect to Mercury, however called, or at any of the following, and at every adjournment or postponement thereof, and or in every action or approval by connection with any written consent of the shareholders of Mercury or in any other circumstances upon which a vote, consent or other approval of all or some of the Company in lieu shareholders of such a meeting Mercury is sought with respect to any of the followingmatters described in this Section 2.1, each Shareholder shall vote (or cause to be voted the Sharesvoted), and shall or execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to to, as applicable, all of the Subject Shares owned by such Shareholder as of the applicable record date (ix) in favor of the approval and adoption and approval of (x) the Purchase AgreementMercury Charter Amendment, the Transaction New Holdco Share Issuance and the other matters contemplated by the Purchase Agreement, (y) any matter in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Agreement and this Merger Agreement, and (zy) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any against each of the matters set forth in clauses (i), (ii) and (iii) below, whether such vote or consent is required or requested pursuant to applicable Law or otherwise: (i) any Acquisition Proposal with respect to Mercury, other than transactions contemplated by the Purchase Agreement or this Merger Agreement, and ; (ii) against any (x) Company Takeover Proposal made by action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment material respect of any agreement (including the Company’s articles of association covenant, representation or other organizational documents), warranty or any other action obligation or agreement of Mercury contained in the Merger Agreement or of such Shareholder contained in this Agreement; and (iii) any action, proposal, transaction or agreement involving Mercury or any of its Subsidiaries that is intended or could would reasonably be expected to prevent, impede, frustrate, interfere with, delay, postpone, postpone or discourage adversely affect the Transaction and any consummation of the First Merger or the other transactions contemplated by the Purchase Agreement or this Merger Agreement, and . (zb) With respect to any action, agreement, transaction or proposal that would result in a material breach of any representation, warranty, covenant, agreement or other obligation meeting of the Companyshareholders of Mercury held during the Voting Period, each Shareholder shall, or shall cause the Purchased Companies holder of record of its Subject Shares on any applicable record date to, appear at such meeting or their Subsidiaries in the Purchase Agreementotherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum. Any such vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast (or consent shall be given) by Shareholder executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted, including counted for purposes of determining recording the results of that a quorum is present and for the purposes of recording such vote (or consent).

Agreement to Vote. At every The Shareholder agrees that, from and after the date hereof and until the date on which this Agreement is terminated pursuant to Section 4.1, at the Z Meeting or any other meeting of the shareholders of the Company called Z, however called, or in connection with respect to any of the following, and at every adjournment thereof, and in every action or approval by written consent of the shareholders of Z, relating to any proposed action by the Company in lieu shareholders of such a meeting Z with respect to any the matters set forth in Section 1.1(b) below, the Shareholder shall: (a) appear at each such meeting or otherwise cause the Shares owned beneficially or of record by the following, Shareholder shall to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted voted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering, all the SharesShares owned by the Shareholder, and shall execute and deliver written consents and otherwise exercise all any other voting and other rights securities of Z (whenever acquired), that are owned beneficially or of record by the Shareholder with respect or as to which he has, directly or indirectly, the Shares right to vote or direct the voting, (i) in favor of adoption of the Merger Agreement and approval any other action of (x) the Purchase Agreement, the Transaction and the other matters contemplated by the Purchase Agreement, (y) any matter Z’s shareholders requested in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Agreement and this Agreement, and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, thereof and (ii) against any (x) Company Takeover Proposal made by any Person other than action or agreement submitted for approval of the Purchaser, without regard shareholders of Z that would reasonably be expected to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment result in a breach of any agreement (including the Company’s articles of association covenant, representation or other organizational documents), warranty or any other action obligation or agreement of Z contained in the Merger Agreement or of the Shareholder contained in this Agreement; and (iii) against any Acquisition Proposal or any other action, agreement or transaction submitted for approval to the shareholders of Z that the Shareholder would reasonably expect is intended intended, or could reasonably be expected expected, to prevent, materially impede, interfere or be inconsistent with, delay, postpone, discourage or discourage materially and adversely affect the Transaction and any of the other transactions contemplated by the Purchase Agreement Merger or this Agreement; provided, and (z) any actionhowever, agreement, transaction or proposal that would result the parties acknowledge that this Agreement is entered into by the Shareholder solely in a material breach of any representation, warranty, covenant, agreement or other obligation his capacity as beneficial owner of the Company, the Purchased Companies or their Subsidiaries Shares and that nothing in the Purchase this Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes without limitation Section 3.1(d), shall prevent the Shareholder from discharging his fiduciary duties as a member of determining that a quorum is present and for the purposes board of recording directors of Z in such vote (or consent)manner as the Shareholder may reasonably deem to be consistent with such duties.

Agreement to Vote. At every The Stockholder agrees that, from and after the date hereof and unless this Agreement terminates pursuant to Section 4.01, at the Company Stockholders Meeting or any other meeting of the shareholders stockholders of the Company called with respect to any of the followingCompany, however called, and at every adjournment or postponement thereof, and or in every action any other circumstance upon which a vote of all or approval by written consent some of the shareholders stockholders of the Company in lieu is sought, relating to any proposed action by the stockholders of such a meeting the Company with respect to the matters set forth in Section 1.02(b) below: (a) the Stockholder shall appear at each such meeting or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; (b) the Stockholder shall, and shall cause any holder of the followingrecord of Shares on any applicable record date to, Shareholder shall vote (or cause to be voted the Sharesvoted), and shall execute and deliver written consents and otherwise exercise in person or by proxy, all voting and other rights of Shareholder with respect to the Shares (i) in favor of adoption of the Merger Agreement and approval any other action of (x) the Purchase Agreement, the Transaction and the other matters contemplated by the Purchase Agreement, (y) any matter Company’s stockholders requested in furtherance thereof, including any proposal to adjourn the meeting if there are not sufficient votes for the adoption of the Transaction and any of Merger Agreement on the other transactions contemplated by the Purchase Agreement and this Agreement, and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreementdate on which such meeting is held, and (ii) against any (x) Company Takeover Proposal made by any Person other than action, agreement or transaction submitted for approval to the Purchaser, without regard to any recommendation from stockholders of the Company Boards that (A) could reasonably be expected to shareholders concerning such Company Takeover Proposal, and without regard lead to the terms of such a Company Takeover Proposal, (yB) would breach any agreementcovenant, amendment of any agreement (including the Company’s articles of association representation or other organizational documents), warranty or any other action that obligation or agreement of Stockholder under this Agreement, or (C) is intended or could would reasonably be expected to prevent, impede, interfere with, delaydiscourage, postponeadversely affect, delay or prevent the Offer, the Merger or the Transactions or change, in any manner that is adverse to the consummation of the Offer, the Merger or the Transactions, the voting rights of any class of shares of the Company (including by way of amendments to the Company Charter or Company Bylaws). The Stockholder acknowledges that the obligations set forth in this Section 1.02(b) shall apply whether or not there has been an Adverse Recommendation Change; and (c) the Stockholder hereby irrevocably grants a limited proxy to, and appoints, Parent and any designee of Parent, and each of them individually, his proxies and limited attorneys-in-fact, with full power of substitution and resubstitution, to vote, or discourage execute and deliver a proxy to vote, during the Transaction term of this Agreement with respect to the Shares in accordance with this Section 1.02. This limited proxy and any power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement by Parent and Merger Sub, and to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other transactions contemplated instruments as may be necessary to effectuate the intent of this limited proxy. This limited proxy and power of attorney granted by the Purchase Agreement or Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and (z) shall revoke any actionand all prior proxies granted by the Stockholder with respect to the Shares. The limited power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the death or incapacity of the Stockholder. The limited proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. The parties hereto acknowledge and agree that neither Parent, agreementnor any of its stockholders or affiliates, transaction nor any of their partners, directors, officers, employees, agents or proposal that would result in a material breach representatives of any representationof them, warrantyshall incur any liability to any stockholder directly or indirectly in connection with, covenantor as a result of, agreement or other obligation any exercise of the Company, the Purchased Companies limited proxy granted to Parent or their Subsidiaries in the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as any designee of Parent pursuant to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consentthis Section 1.02(c).

Agreement to Vote. At every Subject to the terms and conditions hereof, each Stockholder agrees that, from and after the date hereof and until the termination of this Agreement in accordance with Section 5.1 (the "Expiration Time"), at any meeting (whether annual or special, and at each adjourned or postponed meeting) of the shareholders of the Company called with respect Company's stockholders, however called, or in any other circumstances (including any action sought by written consent) upon which a vote or other consent or approval is sought relating to any of the followingmatters set forth in clause (z) below (any such meeting or other circumstance, a "Stockholder's Meeting"), such Stockholder will (y) appear, unless otherwise expressly consented to in writing by the Purchaser Parties, in their sole and absolute discretion, at such a meeting, or at such Stockholder's option otherwise cause its Owned Common Stock to be counted as present thereat, for purposes of calculating a quorum and respond to any other request by the Company for written consent, if any, and at every adjournment thereof(z) vote, and in every action or approval by written consent of the shareholders of the Company in lieu of such a meeting with respect to any of the following, Shareholder shall vote or cause to be voted (including by written consent, if applicable) all of the SharesCommon Stock Beneficially Owned by such Stockholder and over which such Stockholder has voting control as of the relevant time (collectively, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the Shares "Owned Common Stock") (iA) in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger, (xB) in favor of the Purchase Agreement, the Transaction and the approval of any other matters contemplated matter to be approved by the Purchase Agreement, (y) any matter in furtherance stockholders of the Transaction and any of Company to facilitate the other transactions contemplated by the Purchase Agreement and this Merger Agreement, including the Merger, (C) against any Acquisition Proposal or any transaction contemplated by such Acquisition Proposal, (D) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the adoption thereof or the consummation thereof, (E) against any extraordinary dividend, distribution or recapitalization by the Company or change in the capital structure of the Company (other than pursuant to or as explicitly permitted by the Merger Agreement), and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (iiF) against any (x) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any action or agreement (including the Company’s articles of association or other organizational documents), or any other action that is intended or could would reasonably be expected to prevent, impede, interfere with, delay, postpone, or discourage result in any condition to the Transaction and any consummation of the other transactions contemplated by the Purchase Agreement or this Agreement, and (z) any action, agreement, transaction or proposal that would result Merger set forth in a material breach of any representation, warranty, covenant, agreement or other obligation Article VI of the Company, the Purchased Companies or their Subsidiaries in the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent)Merger Agreement not being fulfilled.

Agreement to Vote. At every (a) Each Stockholder agrees that (i) at the Company Stockholders Meeting or at any other meeting of the shareholders holders of Company Common Stock called to consider the adoption of the Company called with respect to any Merger Agreement and the Merger, (A) when such meeting of the followingholders of Company Common Stock is held, such Stockholder shall appear at such meeting or otherwise cause the Subject Stock to be counted as present thereat for the purpose of establishing a quorum and at every adjournment thereof, and in every action or approval by written consent of the shareholders of the Company in lieu of (B) such a meeting with respect to any of the following, Shareholder Stockholder shall vote or cause to be voted the Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the Shares (i) at such meeting any Subject Stock in favor of adoption and approval of (x) adopting the Purchase Agreement, the Transaction Merger Agreement and the other matters contemplated by Merger; provided, however, that the Purchase Agreement, (y) foregoing shall not require such Stockholder to vote or cause to be voted at such meeting any matter Subject Stock in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Agreement and this Agreement, and (z) the waiver favor of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, Excluded Amendment and (ii) at any meeting of the stockholders of the Company (whether annual or special), however called, or at any adjournment or postponement thereof, or in any other circumstances (including an action by written consent) upon which a vote or other approval is sought, such Stockholder shall vote (or cause to be voted), in person or by proxy, all of the Subject Stock against (A) any extraordinary corporate transaction (x) Company Takeover Proposal made by any Person other than the PurchaserMerger), without regard to any recommendation from such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities of the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms or any of such Company Takeover Proposalits Subsidiaries, (yB) any agreement, amendment of any agreement (including the Company’s articles 's certificate of association incorporation or by-laws other than as contemplated by the Merger Agreement, (C) any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other organizational documents)proposal, action or any other action that is intended or could transaction would reasonably be expected to prevent, in any manner impede, interfere withfrustrate, delayprevent or nullify the Merger or the Merger Agreement, postpone(D) any extraordinary dividend, distribution or discourage recapitalization by the Transaction and any Company or change in capital structure of the Company (other transactions contemplated by than pursuant to the Purchase Agreement Merger Agreement) and (E) any Takeover Proposal. For the avoidance of doubt, each Stockholder shall retain at all times the right to vote any Subject Stock in such Stockholder's sole discretion, and without any other limitation, on any matters other than those explicitly set forth in this Section 2.01 that are at any time or from time to time presented for consideration to the holders of Company Common Stock. (b) Each Stockholder hereby covenants and agrees that it shall not enter into any agreement or undertaking, and shall not commit or agree to take any action that would restrict or interfere with such Stockholder's obligations pursuant to this Agreement, and . (zc) Nothing contained in this Agreement shall be deemed to vest in Parent any action, agreement, transaction direct or proposal that would result in a material breach indirect ownership or incidence of ownership of any representationSubject Stock. All rights, warranty, covenant, agreement or other obligation ownership and economic benefits of and relating to the Company, Subject Stock shall remain vested in and belong to the Purchased Companies or their Subsidiaries in the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent)Stockholders.

Agreement to Vote. At every meeting Until the termination of the shareholders of the Company called this Agreement in accordance with respect its terms, each Stockholder hereby irrevocably and unconditionally agrees to any of the following, and at every adjournment thereof, and in every action or approval by written consent of the shareholders of the Company in lieu of such a meeting with respect to any of the following, Shareholder shall vote or to cause to be voted all of the Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the extent the Shares carry the right to vote thereon, at any other annual or special meeting of stockholders of Xxxxxx where any such proposal is submitted, and in connection with any written consent of stockholders (iincluding, without limitation, any vote or consent of any class or series of stockholders to which such Stockholder belongs), (a) in favor of adoption the Xxxxxx Proposals and (b) against (i) approval of any proposal made in opposition to or in competition with the Merger or any other Contemplated Transaction, (xii) the Purchase Agreementany merger, the Transaction and the consolidation, sale of assets, business combination, share exchange, reorganization or recapitalization of Xxxxxx or any of its subsidiaries, with or involving any party other matters than as contemplated by the Purchase Merger Agreement, (yiii) any matter in furtherance liquidation or winding up of Xxxxxx, (iv) any extraordinary dividend by Xxxxxx, (v) any amendment of the Transaction bylaws or certificate of incorporation of Xxxxxx and any change in the capital structure of Xxxxxx (in each case other than pursuant to the other transactions contemplated by the Purchase Merger Agreement and this Agreement, or as provided in Section 5 hereof) and (zvi) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (ii) against any (x) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents), or any other action that is intended or could may reasonably be expected to prevent, impede, interfere with, delay, postpone, postpone or attempt to discourage the consummation of the Merger or any other Contemplated Transaction and or result in a breach of any of the other transactions contemplated by the Purchase Agreement or this Agreementcovenants, and (z) any actionrepresentations, agreement, transaction or proposal that would result in a material breach of any representation, warranty, covenant, agreement warranties or other obligation obligations or agreements of Xxxxxx under the CompanyMerger Agreement which would materially and adversely affect Quadrangle, the Purchased Companies Newco or Xxxxxx or their Subsidiaries in respective abilities to consummate the Purchase Agreement. Any such vote shall be cast (Merger or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent)any other Contemplated Transaction.

Agreement to Vote. At every meeting of Stockholder irrevocably and unconditionally agrees that, from and after the shareholders of Effective Date and for so long as Stockholder owns, in the Company called aggregate together with respect to its Affiliates, all Other Stockholders and their respective Affiliates and any other Persons with which any of the followingforegoing form a “group” (as defined in Section 13(d)(3) of the Exchange Act) beneficially or of record more than 10% of the issued and outstanding shares of Parent Common Stock (provided that the ownership of Parent Common Stock by such other Persons shall be included for purposes of determining the applicability of this Section 4.01 only to the extent, and for so long as, Stockholder, any Other Stockholders or any of their respective Affiliates, on the one hand, and such other Persons, on the other hand, are members of a “group”), at any meeting (whether annual or special, and at every adjournment thereofeach adjourned or postponed meeting) of Parent’s stockholders, however called, or in any other circumstances (including any action sought by written consent) upon which a vote or other consent or approval is sought (any such meeting or other circumstance, a “Stockholders Meeting”), Stockholder will, during the Voting Term only, (i) appear at each Stockholders Meeting or, at Stockholder’s option, otherwise cause all of its Acquired Shares to be counted as present at each Stockholders Meeting, for purposes of calculating a quorum and respond to any other request by Parent for written consent, if any, and in every action or approval by written consent of the shareholders of the Company in lieu of such a meeting with respect to any of the following(ii) vote, Shareholder shall vote or cause to be voted (including by written consent, if applicable) in person or by proxy, all of the Shares, Acquired Shares to the fullest extent that such Acquired Shares are entitled to be voted at the time of any vote or action by written consent as follows: (a) For the period beginning on the Closing Date and shall execute ending on (and deliver written consents and otherwise exercise all voting and other rights including) the day that is the second anniversary of Shareholder the Closing Date: (i) with respect to the Shares (i) in favor election of adoption directors to the Board of Directors, “for” any and approval of (x) the Purchase Agreement, the Transaction and the other matters contemplated all nominees recommended by the Purchase Agreement, (y) any matter Board of Directors to Parent’s stockholders as set forth in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Agreement and this Agreement, and (z) the waiver of any notice Parent’s definitive proxy statement with respect to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, and such election; (ii) against any (x) Company Takeover Proposal made by any Person with respect to all other than the Purchasermatters submitted for a vote of Parent’s stockholders, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents), or any other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone, or discourage the Transaction and any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (z) any action, agreement, transaction or proposal that would result in a material breach of any representation, warranty, covenant, agreement or other obligation of the Company, the Purchased Companies or their Subsidiaries in the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as recommendation of the Board of Directors with respect to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent).matters; and

Agreement to Vote. At every (a) Notwithstanding anything to the contrary in the Standstill Agreement, during the term of this agreement prior to its termination in accordance with the terms herein (the “Term”), each Stockholder hereby irrevocably and unconditionally agrees that, at the Company Stockholders Meeting and at any other meeting of the shareholders of the Company called with respect to Stockholders, however called, in each case, including any of the following, and at every adjournment or postponement thereof, and in every action or approval by connection with any written consent of the shareholders Company Stockholders, such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the Company in lieu Stockholders is sought: (i) appear at each such meeting or otherwise cause such Stockholder’s Covered Company Shares to be counted as present thereat for purposes of such calculating a meeting with respect to any of the following, Shareholder shall quorum; and (ii) vote (or cause to be voted the voted), in person or by proxy, or if applicable deliver (or cause to be delivered) a written consent covering, all of such Stockholder’s Covered Company Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the Shares : (i1) in favor of adoption and the approval of the Merger; (x2) the Purchase Agreement, the Transaction and the other matters contemplated by the Purchase Agreement, (y) in favor of any matter in furtherance proposal to adjourn a meeting of the Transaction and any Company Stockholders to solicit additional proxies in favor of the other transactions contemplated by the Purchase Agreement and this Agreement, and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any adoption of the other transactions contemplated by the Purchase Agreement or this Merger Agreement, and ; (ii3) against any Acquisition Proposal; and (x4) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents), or against any other proposal, action or transaction that is intended to, or could reasonably be expected to preventto, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or discourage adversely affect the Transaction and any consummation of the other transactions contemplated Merger or the performance by the Purchase Company of its obligations under the Merger Agreement or this Agreement, and (z) including against any actionproposal, agreementaction or transaction that could reasonably be expected to result in any condition to the consummation of the Merger set forth in Article VIII of the Merger Agreement not being satisfied, transaction or proposal that would result in a breach in any material breach respect of any representation, warranty, covenant, covenant or agreement or other obligation of the Company, Company pursuant to the Purchased Companies Merger Agreement or their Subsidiaries in the Purchase this Agreement. . (b) Any such vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast (or consent shall be given) by Shareholder executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted, including counted for purposes of determining that whether a quorum is present (if applicable) and for the purposes of recording the results of the vote or consent. (c) Notwithstanding anything in this Section 2.1 to the contrary, (i) no Stockholder shall be required to vote or consent (or cause to be voted or consented) any of its Covered Company Shares to amend the Merger Agreement (including any Exhibit thereto) or take any action that could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that alters or changes (in a manner adverse to the Company or the Stockholder) the amount or kind of the consideration to be paid and (ii) each Stockholder shall remain free to vote (or consent)execute consents or proxies with respect to) the Covered Company Shares with respect to any matter not covered by this Section 2.1 in any manner such Stockholder deems appropriate, including in connection with the election of directors.

Agreement to Vote. At every The Shareholder irrevocably and unconditionally agrees that, from and after the date hereof and until the date on which this Agreement is terminated pursuant to Section 4.1, at the Company Meeting or any other meeting of the shareholders of the Company called Company, however called, or in connection with respect to any of the following, and at every adjournment thereof, and in every action or approval by written consent of the shareholders of the Company, relating to any proposed action by the shareholders of the Company in lieu of such a meeting with respect to the matters set forth in Section 1.1(b) below, the Shareholder shall: (a) appear at each such meeting or otherwise cause the Existing Shares and any shares of Company Common Stock acquired by the Shareholder after the date hereof, or other voting securities of the followingCompany (whenever acquired) that are owned beneficially or of record by the Shareholder or as to which he has, Shareholder shall directly or indirectly, the right to vote or direct the voting to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted voted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering, all the Existing Shares, any shares of Company Common Stock acquired by the Shareholder after the date hereof and shall execute and deliver written consents and otherwise exercise all any other voting and other rights securities of the Company (whenever acquired), in each case that are owned beneficially or of record by the Shareholder with respect or as to which he has, directly or indirectly, the Shares right to vote or direct the voting, (i) in favor of adoption and approval of (x) the Purchase Agreement, Merger Agreement and any other action of the Transaction and the other matters contemplated by the Purchase Agreement, (y) any matter Company's shareholders requested in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Agreement and this Agreement, and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreementthereof, and (ii) against any (x) Company Takeover Proposal made by any Person other than action or agreement submitted for approval of the Purchaser, without regard to any recommendation from shareholders of the Company Boards that would reasonably be expected to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment result in a breach of any agreement (including the Company’s articles of association covenant, representation or other organizational documents), warranty or any other action obligation or agreement of the Company contained in the Merger Agreement or of the Shareholder contained in this Agreement; and (iii) against any Acquisition Proposal or any other action, agreement or transaction submitted for approval to the shareholders of the Company that the Shareholder would reasonably expect is intended intended, or could reasonably be expected expected, to prevent, materially impede, interfere or be inconsistent with, delay, postpone, discourage or discourage materially and adversely affect the Transaction Merger or this Agreement; provided, however, that the parties acknowledge that this Agreement is entered into by the Shareholder solely in his capacity as beneficial owner of the Shares; and (c) otherwise support approval of the Merger Agreement, the Merger and any of other matters required to be approved in order to effect the other Merger and the transactions contemplated by the Purchase Agreement or this Merger Agreement, and (z) any action, agreement, transaction or proposal that would result in a material breach of any representation, warranty, covenant, agreement or other obligation of the Company, the Purchased Companies or their Subsidiaries in the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent).

Agreement to Vote. At every meeting Subject to the terms and conditions hereof, each Stockholder irrevocably and unconditionally agrees that from and after the date hereof and until the earliest to occur of (i) the Effective Time and (ii) the termination of the shareholders of Merger Agreement in accordance with its terms (such earlier occurrence being the Company called with respect to "Expiration Time"), at any of the followingmeeting (whether annual or special, and at every adjournment thereof, and in every action each adjourned or approval by written consent postponed meeting) of the shareholders Seller Stockholders, however called, each Stockholder will (x) appear at such meeting or otherwise cause its Owned Shares to be counted as present thereat for purposes of the Company in lieu calculating a quorum and (y) vote, or instruct to be voted, all of such a meeting with respect to any of the following, Shareholder shall vote or cause to be voted the Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the Stockholder's Owned Shares (iA) in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger, (xB) in favor of the Purchase Agreement, the Transaction and the approval of any other matters contemplated matter that is required by applicable Law or a Governmental Authority to be approved by the Purchase Agreement, (y) any matter in furtherance of Seller Stockholders to consummate the Transaction and any of the other transactions contemplated by the Purchase Agreement and this Merger Agreement, and including the Merger, (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (iiC) against any (x) Company Takeover Acquisition Proposal made by any Person other than the Purchaser, without regard to any recommendation from Merger or the Company Boards to shareholders concerning such Company Takeover ProposalMerger Agreement, and without regard to the terms of such Company Takeover Acquisition Proposal, (yD) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the adoption thereof or the consummation thereof, (E) against any action or agreement that may reasonably be expected to result in any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled, and (F) against any agreement, amendment of any agreement (including the Company’s articles Seller Charter or the Amended and Restated Bylaws of association or other organizational documents), the Seller) or any other action that is intended or could may reasonably be expected to prevent, impede, interfere with, delay, postpone, postpone or attempt to discourage the Transaction and any consummation of the other transactions contemplated by the Purchase Agreement or this Merger Agreement, and (z) any actionincluding the Merger, agreement, transaction or proposal that would may reasonably be expected to result in a material breach of any representationof the covenants, warrantyrepresentations, covenant, agreement warranties or other obligation obligations or agreements of Seller, Buyer or Merger Sub under the CompanyMerger Agreement, the Purchased Companies which may reasonably be expected to materially and adversely affect Seller, Buyer or Merger Sub or their Subsidiaries in respective abilities to consummate the Purchase Agreement. Any such vote shall be cast (or consent shall be given) transactions contemplated by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for Merger Agreement within the purposes of recording such vote (or consent)time periods contemplated thereby.

Agreement to Vote. At every (a) From and after the date hereof until the date that this Agreement terminates in accordance with its terms (the “Term”), and without in any way limiting each Stockholder’s right to vote the Covered Company Shares in its sole discretion on any other matters not set forth in Section 2.1(a)(ii) that may be submitted at the Company Stockholders Meeting and at any other meeting of the shareholders stockholders of the Company called (“Company Stockholders”) (in each case, in accordance with respect to the Merger Agreement), however called, in each case, including any of the following, and at every adjournment or postponement thereof, and in every action or approval by connection with any written consent of the shareholders Company Stockholders solicited by the Company from the holders of Company Common Stock in lieu of a meeting of stockholders in accordance with the terms of the Merger Agreement, such Stockholder shall, in each case to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the Company in lieu Stockholders is sought: (i) appear at each such meeting or otherwise cause such Stockholder’s Covered Company Shares to be counted as present thereat for purposes of such calculating a meeting with respect to any of the following, Shareholder shall quorum; and (ii) vote (or cause to be voted the voted), in person or by proxy, or if applicable deliver (or cause to be delivered) a written consent covering, all of such Stockholder’s Covered Company Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the Shares : (i1) in favor of the adoption and approval of (x) the Purchase Agreement, the Transaction and the other matters contemplated by the Purchase Agreement, (y) any matter in furtherance of the Transaction Merger Agreement and any of each other proposal related to the other transactions contemplated by the Purchase Merger Agreement and this Agreementincluded on the agenda for such meeting, and if any; (z2) the waiver in favor of any notice proposal to Shareholder that may have been or may be required relating to the Transaction or any adjourn a meeting of the other transactions contemplated by Company Stockholders to solicit additional proxies in favor of the Purchase Agreement or this adoption of the Merger Agreement, and ; (ii3) against any Company Competing Proposal; and (x4) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents), or against any other proposal, action or transaction that is intended to, or could reasonably be expected to preventto, materially impede, interfere with, delay, postpone, discourage, frustrate the purposes of or discourage adversely affect the Transaction and any consummation of the other transactions contemplated Merger or the performance of this Agreement or the performance by the Purchase Agreement or this Company of its obligations under the Merger Agreement, and including (zx) against any actionproposal, agreementaction or transaction that could reasonably be expected to result in any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being satisfied, transaction or proposal that would result in a material breach in respect of any representation, warranty, covenant, covenant or agreement of this Agreement or other obligation of the CompanyCompany pursuant to the Merger Agreement and (y) any amendments to the Organizational Documents of the Company if such amendment could reasonably be expected to prevent or delay of the Closing. (b) Notwithstanding anything herein to the contrary, the Purchased Companies or their Subsidiaries in the Purchase event of a Company Change of Recommendation made in compliance with the terms of the Merger Agreement: (i) the aggregate number of shares of Company Common Stock of the Stockholders considered to be “Covered Company Shares” from and after the time of such Company Change of Recommendation, for all purposes of this Agreement, shall automatically be modified without any further notice or any action by Parent or the Stockholders to be only, in the aggregate, 26,340,740 shares of Company Common Stock (the “Committed Covered Company Shares”), such that the Stockholders shall only be obligated to vote (or execute and return an action by written consent with respect to) the Committed Covered Company Shares in the manner set forth in Section 2.1(a) after giving effect to such modification; and (ii) the Stockholders, in their sole discretion, shall be free to Transfer, and to vote or cause to be voted, in person or by proxy, all of the remaining Covered Company Shares in excess of the Committed Covered Company Shares in any manner they, individually or collectively, may choose. For the avoidance of doubt, in all events the Committed Covered Company Shares shall be deemed to be “Covered Company Shares” for purposes of this Agreement. (c) Any such vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast (or consent shall be given) by Shareholder executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted, including counted for purposes of determining that whether a quorum is present (if applicable) and for the purposes of recording such the results of the vote (or consent).

Agreement to Vote. At every The Stockholder agrees that, from and after the date hereof and until the earlier to occur of (x) the receipt of the Velodyne Stockholder Approval and (y) the termination of the Merger Agreement in accordance with its terms (the “Voting Covenant Expiration Date”), at the Velodyne Stockholders Meeting or any other meeting of the shareholders stockholders of the Company called Velodyne, however called, or in connection with respect to any of the following, and at every adjournment thereof, and in every action or approval by written consent of the shareholders stockholders of Xxxxxxxx, in each case relating to any proposed action by the Company in lieu stockholders of such a meeting Velodyne with respect to the matters set forth in Section 1.1(b) below (each, a “Voting Event”), the Stockholder shall: (a) appear at each such Voting Event or otherwise cause the Shares that are capable of being voted and any voting securities of Velodyne acquired by the following, Shareholder shall Stockholder after the date hereof and prior to the record date of such Voting Event (the “Voting Shares”) owned beneficially or of record by the Stockholder to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted voted), in person or by proxy, the Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the Voting Shares (i) in favor of adoption and approval of (x) the Purchase Agreement, the Transaction Merger Agreement and the other matters contemplated by the Purchase Agreement, (y) any matter in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Agreement and this Merger Agreement, and ; (zii) the waiver in favor of any notice proposal to Shareholder that may have been or may be required relating adjourn a meeting of the stockholders of Velodyne to solicit additional proxies in favor of the Transaction adoption of the Merger Agreement; (iii) against any Competing Proposal or any of other proposal in opposition to, or in competition with, the other Merger and the transactions contemplated by the Purchase Agreement or this Merger Agreement, ; and (iiiv) against any (x) Company Takeover Proposal made by any Person other than the Purchaseraction, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents), or any other action transaction that is intended to, or could would reasonably be expected to preventto, impede, interfere with, delay, postpone, postpone or discourage the Transaction Transactions or this Agreement or the performance by Velodyne of its obligations under the Merger Agreement or by the Stockholder of its obligations under this Agreement. In case of a stock dividend or distribution of voting securities of Velodyne, or any change in the Velodyne Common Stock by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, the term “Voting Shares” shall be deemed to refer to and include the Voting Shares as well as all such stock dividends and distributions of voting securities of Velodyne and any voting securities into which or for which any or all of the other transactions contemplated by the Purchase Agreement Voting Shares may be changed or this Agreement, and (z) any action, agreement, transaction or proposal that would result in a material breach of any representation, warranty, covenant, agreement or other obligation of the Company, the Purchased Companies or their Subsidiaries in the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent)exchanged.

Agreement to Vote. At every Prior to the Termination Date, the Holder irrevocably and unconditionally agrees that it shall, at any meeting of the shareholders stockholders of the Company called with respect (whether annual or special and whether or not an adjourned or postponed meeting), however called, appear at such meeting or otherwise cause the Shares to any be counted as present thereat for purpose of the followingestablishing a quorum and vote, and at every adjournment thereof, and in every action or approval by written consent of the shareholders of the Company in lieu of such a meeting with respect to any of the following, Shareholder shall vote or cause to be voted the at such meeting, all Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the Shares : (ia) in favor of adoption of the Merger Agreement and approval approving any other matters necessary for consummation of (x) the Purchase transactions contemplated by the Merger Agreement, including the Merger (the “Transaction and Matters”); and (b) against (A) any agreement, transaction or proposal that relates to a Company Competing Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the other Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Purchase Merger Agreement, ; (yB) any matter action or agreement that would result in furtherance a breach of any covenant, representation or warranty or any other obligation or agreement of the Transaction and any of the other transactions contemplated by the Purchase Agreement and this Agreement, and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction Company or any of its Subsidiaries contained in the other transactions contemplated by the Purchase Merger Agreement or of the Holder contained in this Agreement, and ; (iiC) against any action or agreement that would reasonably be expected to result in (x1) Company Takeover Proposal made by any Person other than condition to the Purchaser, without regard consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled or (2) any change to the voting rights of any recommendation from class of shares of capital stock of the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any agreement (including any amendments to the Company’s articles of association or other organizational documentsOrganizational Documents), or ; and (D) any other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postponediscourage, postpone or discourage the Transaction and adversely affect any of the other transactions contemplated by the Purchase Agreement Merger Agreement, including the Merger, or this Agreement. Any attempt by the Holder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of), the Shares in contravention of this Section 3.1 shall be null and void ab initio. If the Holder is the Beneficial Owner, but not the holder of record, of any Shares, the Holder agrees to take all actions necessary to cause the holder of record and any nominees to vote (zor exercise a consent with respect to) all of such Shares in accordance with this Section 3.1. Notwithstanding anything herein to the contrary in this Agreement, this Section 3.1 shall not require any actionHolder to be present (in person or by proxy) or vote (or cause to be voted), agreementany of the Shares to amend, transaction modify or proposal that would result waive any provision of the Merger Agreement in a manner that reduces the amount, changes the form of the Merger Consideration payable, imposes any material breach restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder of the Company (in its capacity as such) in any representationmaterial respect. Notwithstanding anything to the contrary in this Agreement, warrantyeach Holder shall remain free to vote (or execute consents or proxies with respect to) the Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, covenant, agreement or other obligation including in connection with the election of directors of the Company, the Purchased Companies or their Subsidiaries in the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent).

Agreement to Vote. At every 3.1 Subject to Section 1.3 hereof, the Holder hereby irrevocably covenants and agrees that from the date hereof until the termination of this Agreement: (a) at the special meeting of the shareholders of the Company called with respect to be held for the purposes of considering the Transaction (or any of adjournment or postponement thereof) (the following“Meeting”), and at every adjournment thereof, and in every action or approval by written consent of the shareholders of the Company in lieu of such a meeting with respect to any of the following, Shareholder shall it will vote or cause to be voted all of the SharesSubject Shares it owns or controls as of the date of such Meeting in favour of the Transaction including, without limitation, the Transaction Resolution and shall execute and deliver written consents and otherwise exercise any other matter that would reasonably be expected to facilitate the Transaction; (b) it will vote or cause to be voted all voting and other rights of Shareholder the Subject Shares it owns or controls as of the date of such Meeting against any matter that would reasonably be expected to delay, prevent or frustrate the successful completion of the Transaction at any meeting of the Shareholders called for the purpose of considering same; (c) with respect to the Subject Shares as to which the Holder is the holder of record, no later than five (5) Business Days prior to the date of the Meeting, the Holder shall: (i) deliver or cause to be delivered to the Company, with a copy to the Purchaser concurrently, a duly executed proxy or proxies in favor respect of adoption and approval such Subject Shares directing the holder of (x) such proxy or proxies to vote in favour of the Purchase AgreementTransaction including, without limitation, the Transaction and the other matters contemplated by the Purchase Agreement, (y) Resolution and/or any matter in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Agreement and this Agreement, and (z) the waiver of any notice to Shareholder set forth on such proxy that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (ii) against any (x) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents), or any other action that is intended or could would reasonably be expected to preventfacilitate the Transaction; or (ii) vote all of the Subject Shares electronically and to provide written confirmation of same to the Company and the Purchaser, impedein favour of the Transaction including, interfere withwithout limitation, delaythe Transaction Resolution and/or any matter that would reasonably be expected to facilitate the Transaction. (d) with respect to the Subject Shares as to which the Holder is the beneficial owner, postponeno later than five (5) Business Days prior to the date of the Meeting, the Holder shall deliver or discourage cause to be delivered, a duly executed voting instruction form to the intermediary through which the Holder holds its beneficial interest in the Subject Shares, (provided that if the Holder is a non-objecting beneficial owner, such voting instructions shall be delivered directly to the Company), with written confirmation to the Company and the Purchaser concurrently, instructing that the Subject Shares be voted at the Meeting in favour of the Transaction including, without limitation, the Transaction Resolution and/or any matter that would reasonably be expected to facilitate the Transaction; and (e) such proxy or proxies in Section 3.1(c) shall name those individuals as may be designated by the Company in the Meeting Materials and shall not be revoked without the written consent of the Purchaser. For the avoidance of doubt, if the Holder is the beneficial owner but not the holder of record of the Subject Shares, the Holder will be deemed to satisfy its obligations under this Section 3.1 to vote or to cause to be voted the Subject Shares, if it duly instructs that the Subject Shares be voted in the applicable manner. 3.2 The Holder irrevocably covenants and agrees that the Holder will not: (a) exercise any rights of dissent or appraisal provided under any applicable laws or otherwise in connection with the Transaction and not exercise any shareholder rights or remedies available at common law or pursuant to securities or corporate laws to delay or prevent the Transaction; or (b) bring, or threaten to bring, any suits or proceeding for the purpose of, or which has the effect of, directly or indirectly, frustrating, stopping, preventing, impeding, delaying or varying the Transaction (for greater certainty, this shall not affect the ability of the other transactions contemplated Holder to exercise its rights in the event of any breach by the Purchase Agreement or this Agreement, and (z) any action, agreement, transaction or proposal that would result in a material breach Purchaser of any representation, warranty, covenant, agreement or other obligation of the Company, the Purchased Companies or their Subsidiaries in the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consentits obligations).

Agreement to Vote. At every Each Shareholder hereby agrees that during the term of this Agreement (as described in Section 5.1), at the Company Shareholders Meeting and at any other meeting of the shareholders of the Company called with respect to Company, however called, including any of the followingadjournment, and at every adjournment recess or postponement thereof, and in every action or approval by connection with any written consent of the shareholders of the Company Company, it shall, in lieu each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (a) appear at each such meeting or otherwise cause all of such its Covered Shares to be counted as present thereat for purposes of calculating a meeting with respect to any of the following, Shareholder shall quorum; and (b) vote (or cause to be voted the Sharesvoted), and shall execute and in person or by proxy, or deliver (or cause to be delivered) a written consents and otherwise exercise consent (if applicable) covering, all voting and other rights of Shareholder with respect to the its Covered Shares (i) in favor of adoption and the approval of (x) the Purchase Agreement, the Transaction and the other matters contemplated by the Purchase Merger Agreement, (yii) in favor of any matter related proposal in furtherance of the Transaction Merger and any of the other transactions contemplated by the Purchase Merger Agreement, (iii) against any action, proposal, transaction or agreement that would reasonably be expected to result in (A) a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement and or (B) a breach of any representation, warranty, covenant or other agreement or obligation of such Shareholder contained in this Agreement, ; (iv) against any Takeover Proposal with respect to the Company; and (zv) against any amendment of the waiver Company’s organizational documents (other than the amendments of the Company’s organizational documents resulting from the Merger), which amendment would in any notice to Shareholder that may have been manner delay, impede, frustrate, prevent or may be required relating to nullify the Transaction Merger, the Merger Agreement or any of the other transactions contemplated by the Purchase Merger Agreement or this Agreementchange in any manner the voting rights of Company Common Stock (collectively, and (ii) against “Frustrating Transactions”). Each Shareholder further agrees not to commit or agree to take any (x) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents), or any other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone, or discourage the Transaction and any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (z) any action, agreement, transaction or proposal that would result in a material breach of any representation, warranty, covenant, agreement or other obligation of the Company, the Purchased Companies or their Subsidiaries in the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance inconsistent with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent)foregoing.

Agreement to Vote. At every 3.1 The Shareholder hereby covenants and agrees from the date hereof until the termination of this Agreement pursuant to 4.2: (a) at the Company Meeting (including in connection with any separate vote of any sub-group of securityholders of the Company that may be required to be held and of which sub-group the Shareholder forms part) or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) of the Company Shareholders with respect to the Arrangement Resolution (or any other matter necessary to complete the Arrangement and any other transaction contemplated by the Arrangement Agreement) is sought, to (i) cause all of the Shareholder’s Subject Securities (which have a right to vote at such meeting) to be counted as present for purposes of establishing quorum, (ii) vote (or cause to be voted) all of the Shareholder’s Subject Securities (which have a right to vote at such meeting) (A) in favour of the approval of the Arrangement Resolution, and (B) in favour of any other matter necessary for the consummation of the Arrangement and any other transaction contemplated by the Arrangement Agreement and (iii) vote against any Acquisition Proposal and/or any matter that could reasonably be expected to delay, prevent or frustrate the completion of the Arrangement at any meeting of the shareholders of the Company called with respect to for the purposes of considering same; (b) at any other meeting of securityholders of the followingCompany (including in connection with any separate vote of any sub-group of securityholders of the Company that may be required to be held and of which sub-group the Shareholder forms part) or at any adjournment or postponement thereof or in any other circumstances upon which a vote, and at every adjournment thereof, and in every action consent or other approval of all or some of securityholders of the Company is sought (including by written consent of the shareholders of the Company in lieu of a meeting), to (i) cause the Shareholder’s applicable Subject Securities (which have a right to vote at such a meeting with respect meeting) to any be counted as present for purposes of the following, Shareholder shall establishing quorum and (ii) vote (or cause to be voted the Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the Shares (i) in favor of adoption and approval of (xvoted) the Purchase Agreement, the Transaction and the other matters contemplated by the Purchase Agreement, Shareholder’s Subject Securities (y) any matter in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Agreement and this Agreement, and (z) the waiver of any notice which have a right to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (iivote at such meeting) against any (xA) Company Takeover Acquisition Proposal made by and/or any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents), or any other action matter that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone, prevent or discourage frustrate the Transaction and any completion of the Arrangement or any other transactions transaction contemplated by the Purchase Agreement or this Arrangement Agreement, and or (zB) action or agreement (including, without limitation, any action, amendment of any agreement, transaction or proposal ) that would result in a material breach of any representation, warranty, covenant, agreement or other obligation of the CompanyShareholder in this Agreement; (c) no later than ten Business Days prior to the date of the Company Meeting, to deliver or cause to be delivered to the Purchased Companies or their Subsidiaries transfer agent of the Company designated in the Purchase Agreement. Any Company Circular and the Purchaser a duly executed proxy or proxies directing the holder of such proxy or proxies to vote shall be cast the Subject Securities (or consent shall be given(which have a right to vote at the Company Meeting) by Shareholder in accordance with favour of the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and Arrangement Resolution and/or any other matter necessary for the purposes consummation of recording the Arrangement, with such vote proxy or proxies naming as proxyholder those individuals as may be designated by the Company in the Company Circular and such proxy or proxies shall not be revoked without the prior written consent of the Purchaser; and (d) the Shareholder will not exercise any Dissent Rights with respect to the Arrangement or consent)any other transactions contemplated in the Arrangement Agreement.

Agreement to Vote. At every The Stockholder agrees that, from and after the date hereof and until the date on which this Agreement is terminated pursuant to Section 4.1, at the Company Meeting or any other meeting of the shareholders stockholders of the Company called Company, however called, or in connection with respect to any of the following, and at every adjournment thereof, and in every action or approval by written consent of the shareholders stockholders of the Company in lieu Company, the Stockholder shall: (a) appear at each such meeting or otherwise cause the Shares owned beneficially or of such record by the Stockholder to be counted as present thereat for purposes of calculating a meeting with respect to any of the following, Shareholder shall quorum; and (b) vote (or cause to be voted voted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering, all the Shares, and shall execute and deliver written consents and otherwise exercise all any other voting and other rights securities of Shareholder with respect the Company (whenever acquired), that are owned beneficially or of record by the Stockholder or as to which the Shares Stockholder has, directly or indirectly, the right to vote or direct the voting, (i) in favor of adoption of the Merger Agreement and approval any other action of (x) the Purchase Agreement, the Transaction and the other matters contemplated by the Purchase Agreement, (y) any matter Company’s stockholders requested in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Agreement and this Agreement, and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, and thereof; (ii) against any (x) Company Takeover Proposal made by any Person other than action or agreement submitted for approval of the Purchaser, without regard to any recommendation from stockholders of the Company Boards that would reasonably be expected to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment result in a breach of any agreement (including the Company’s articles of association covenant, representation or other organizational documents), warranty or any other action obligation or agreement of the Company contained in the Merger Agreement or of the Stockholder contained in this Agreement; and (iii) against any Acquisition Proposal or any other action, agreement or transaction submitted for approval to the stockholders of the Company that is intended intended, or could reasonably be expected expected, to prevent, materially impede, interfere or be inconsistent with, delay, postpone, discourage or discourage materially and adversely affect the Transaction and any of the other transactions contemplated by the Purchase Agreement Merger or this Agreement, and including: (zA) any actionextraordinary corporate transaction, agreementsuch as a merger, transaction consolidation or proposal that would result in other business combination involving the Company or its Subsidiaries (other than the Merger); (B) a sale, lease or transfer of a material breach amount of assets of the Company or any representationof its Subsidiaries or a reorganization, warranty, covenant, agreement recapitalization or other obligation liquidation of the Company or any of its Subsidiaries; (C) a material change in the policies or management of the Company; (D) an election of new members to the board of directors of the Company, except where the Purchased Companies or their Subsidiaries vote is cast in favor of the nominees of a majority of the existing directors; (E) any material change in the Purchase Agreement. Any such vote present capitalization or dividend policy of the Company or any amendment or other change to the Articles of Incorporation or Bylaws of the Company; or (F) any other material change in the Company’s corporate structure or business; provided, however, that nothing in this Agreement shall be cast (prevent any representative of the Stockholder from discharging his or consent shall be given) by Shareholder in accordance with her fiduciary duties as a member of the procedures relating thereto so as to ensure that it is duly counted, including for purposes board of determining that a quorum is present and for directors of the purposes of recording such vote (or consent)Company.

Agreement to Vote. At every Subject to the terms of this Agreement, and so long as the Unitholders remain entitled to receive not less than the Specified Consideration, each Unitholder hereby irrevocably and unconditionally agrees that, until the Termination Date with respect to such Unitholder, at any annual or special meeting of the shareholders unitholders of the Company called with respect to Partnership, however called, including any of the following, and at every adjournment or postponement thereof, and in every connection with any action or approval proposed to be taken by written consent of the shareholders unitholders of the Company Partnership, such Unitholder shall, in lieu each case to the fullest extent that such Unitholder’s Subject Units are entitled to vote thereon, and unless otherwise directed in writing by Parent: (a) appear at each such meeting or otherwise cause all such Subject Units to be counted as present thereat for purposes of such determining a meeting with respect to any of the following, Shareholder shall quorum; and (b) vote (or cause to be voted the Sharesvoted), and shall execute and or deliver (or cause to be delivered) a written consents and otherwise exercise all voting and other rights of Shareholder consent with respect to the Shares to, all of its Subject Units (i) in favor of adoption and the (A) approval of (x) the Purchase Merger Agreement, the Transaction Merger and the other matters contemplated by the Purchase Agreement, (y) any matter in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Agreement and this Merger Agreement, and and, (zB) without limitation of the waiver preceding clause (A), approval of any notice proposal to Shareholder that may have been adjourn or may be required relating postpone the Partnership Unitholders Meeting to the Transaction or any a later date if there are not sufficient votes for approval and adoption of the other transactions contemplated by Merger Agreement on the Purchase Agreement or this Agreement, date on which the Partnership Unitholders Meeting is held; and (ii) against any (x) Company Takeover Alternative Proposal made by and against any Person other than action, agreement or transaction involving the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents)Partnership that is intended, or any other action that is intended or could would reasonably be expected expected, to prevent, impede, interfere with, delay, postpone, discourage or discourage otherwise impair the Transaction and any consummation of the Merger or the other transactions contemplated by the Purchase Agreement or this Merger Agreement, ; and (ziii) against any action, agreement, transaction other action or proposal agreement that would result in a material breach of any representation, warranty, covenant, agreement or other obligation of the Company, the Purchased Companies or their Subsidiaries Partnership in the Purchase Merger Agreement. Any Each Unitholder shall retain at all times the right to vote the Subject Units in such vote shall be cast (Unitholder’s sole discretion, and without any other limitation, on any matters other than those set forth in this Section 1.1 that are at any time or consent shall be given) by Shareholder in accordance with from time to time presented for consideration to the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent)Partnership’s unitholders generally.

Agreement to Vote. At every Subject to the terms of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at any annual or special meeting of the shareholders stockholders of the Company called with respect to Company, however called, including any of the following, and at every adjournment or postponement thereof, and in every connection with any action or approval proposed to be taken by written consent of the shareholders stockholders of the Company Company, such Stockholder shall, in lieu 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 such determining a meeting with respect to any of the following, Shareholder shall quorum; and (b) be present (in person or by proxy) and vote (or cause to be voted the Sharesvoted), and shall execute and or deliver (or cause to be delivered) a written consents and otherwise exercise all voting and other rights of Shareholder consent with respect to the to, all of its Subject Shares (i) against any action or agreement that is intended or would reasonably be expected to (A) result in favor a breach of adoption and approval any covenant, representation or warranty or any other obligation or agreement of (x) the Purchase Company contained in the Merger Agreement, the Transaction and the other matters contemplated by the Purchase or of any Stockholder contained in this Agreement, or (yB) any matter result in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Agreement and this Agreement, and (z) the waiver of any notice to Shareholder that may have been conditions set forth in Article VII or may be required relating to the Transaction or any Exhibit A of the other transactions contemplated by Merger Agreement not being satisfied on or before the Purchase Agreement or this AgreementOutside Date, and (ii) against any (x) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (yiii) against any agreementchange in membership of the Company Board, amendment of (iv) against any other proposed action, agreement (including or transaction involving the Company’s articles of association or other organizational documents)Company that is intended, or any other action that is intended or could would reasonably be expected expected, to prevent, impede, interfere with, delay, postpone, adversely affect or discourage prevent the Transaction and any consummation of the Offer, the Merger or the other transactions contemplated by Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Purchase Agreement Company (other than the Merger); (y) a sale, lease, license or this Agreementtransfer of a material amount of assets (including, and for the avoidance of doubt, intellectual property rights) of the Company or any reorganization, recapitalization or liquidation of the Company; or (z) any action, agreement, transaction change in the present capitalization of the Company or proposal that would result any amendment or other change in a material breach the Company’s organizational documents; and (v) in favor of any representation, warranty, covenant, agreement or other obligation matter necessary to the consummation of the CompanyOffer, the Purchased Companies Merger and the other Transactions. Subject to the proxy granted under Section 1.3 below, each Stockholder shall retain at all times the right to vote such Stockholder’s Subject Shares in such Stockholder’s sole discretion, and without any other limitation, on any matters other than those set forth in this Section 1.2 that are at any time or their Subsidiaries in from time to time presented for consideration to the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent)Company’s stockholders generally.

Agreement to Vote. At every Subject to Section 1.4 below, Stockholder hereby agrees that, during the time this Agreement is in effect, at any meeting of the shareholders stockholders of the Company called with respect to any (including, but not limited to, the special meeting of the followingCompany’s stockholders to consider and vote upon the adoption and approval of the Merger Agreement and the Related Agreements and the transactions contemplated thereby (the “Special Meeting”)), and at every however called, or any adjournment or postponement thereof, and in every action or approval by response to any request for any written consent of the shareholders stockholders of the Company Company, Stockholder shall be present (in lieu of such a meeting with respect to any of the following, Shareholder shall person or by proxy) and vote (or cause to be voted voted) all of the Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the Subject Shares (ia) in favor of adoption and (i) approval of (x) the Purchase Agreement, the Transaction Merger and the other matters contemplated by the Purchase Agreement, (y) any matter in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Merger Agreement and this Agreementthe Related Agreements, and (z) the waiver approval of any notice other matter that is required by applicable law or by any Governmental Entity to Shareholder that may have been or may be required relating approved by the stockholders of the Company to consummate the Transaction or any of Merger and the other transactions contemplated by the Purchase Merger Agreement or this Agreementand the Related Agreements; and (b) against (i) any other Competing Transaction, and (ii) against any (x) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents), or any other action that is intended or could reasonably be expected to prevent, (A) impede, interfere with, delay, postpone, postpone or attempt to discourage or have the Transaction effect of discouraging the consummation of the Merger and any of the other transactions contemplated by the Purchase Merger Agreement and the Related Agreements, (B) constitute or this Agreement, and (z) any action, agreement, transaction or proposal that would result in a material breach of any representationof the representations, warrantywarranties covenants, covenant, agreement or other obligation obligations or agreements of the Company, Company under the Purchased Companies Merger Agreement that would reasonably be expected to have a material adverse effect on the Company or their Subsidiaries in (C) impair or adversely affect the Purchase Agreement. Any such vote shall be cast (or consent shall be given) ability of the Company to consummate the Merger and the other transactions contemplated by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present Merger Agreement and for the purposes of recording such vote (or consent)Related Agreements.

Agreement to Vote. At every any meeting of the shareholders stockholders of the Company, however called, or at any adjournment or postponement thereof, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company called with respect to any of the followingis sought (each, a “Company Stockholders Meeting”), Stockholder irrevocably and unconditionally agrees that it shall, and shall cause any other holder of record of Stockholder’s Covered Shares to, (a) appear at every adjournment thereof, each such meeting or otherwise cause all Covered Shares to be counted as present thereat for purposes of calculating a quorum and in every action or approval by written consent of the shareholders of the Company in lieu of such a meeting with respect to any of the following, Shareholder shall (b) vote (or cause to be voted the Sharesvoted) in person or by proxy, and shall or execute and deliver a written consents consent (or cause a written consent to be executed and otherwise exercise delivered) covering, all voting and other rights of Shareholder with respect to the Shares Covered Shares: (i) in favor of the adoption of the Merger Agreement and the approval of (x) the Purchase Agreement, the Transaction Merger and the other matters contemplated by the Purchase Agreement, (y) any matter in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Merger Agreement, and the execution and delivery by the Company 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 ; (zii) the waiver in favor of any notice adjournment or postponement recommended by the Company with respect to Shareholder that may have been any stockholder meeting if as of the time for which such meeting is scheduled there are insufficient shares of Company Common Stock represented (either in person or may be required by proxy) (A) to constitute a quorum necessary to adopt the Merger Agreement as of such time or (B) to adopt the Merger Agreement and approve the Merger and related matters; (iii) in favor of any other matters reasonably requested by Parent or the Company in furtherance of the other sub-clauses of this Section 2; (iv) against any Company Acquisition Proposal or any proposal relating to a Company Acquisition Proposal; and (v) against any proposal, action or agreement that would reasonably be expected to (A) impede, frustrate, interfere with, delay or postpone, prevent or otherwise impair the Transaction Merger or any of the other transactions contemplated by the Purchase Merger Agreement or this Agreement, and (ii) against in any (x) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposalmaterial respect, (yB) result in a breach in any agreement, amendment respect of any agreement (including the Company’s articles of association or other organizational documents)covenant, representation, warranty or any other action that is intended obligation or could reasonably be expected to preventagreement of the Company under the Merger Agreement, impede, interfere with, delay, postpone, or discourage the Transaction and (C) result in any of the other transactions conditions set forth in Section 5 of the Merger Agreement not being fulfilled or (D) except as expressly contemplated by the Purchase Agreement or this Merger Agreement, and (z) change in any action, agreement, transaction or proposal that would result in a material breach manner the voting rights of any representationclass of capital stock of, warranty, covenant, agreement or other obligation of the Company, the Purchased Companies . Stockholder shall not commit or their Subsidiaries in the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance agree to take any action inconsistent with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent)foregoing.

Agreement to Vote. At From and after the date hereof and until this Agreement terminates pursuant to Section 4.1, at every meeting of the shareholders stockholders of the Company called with respect to any of the followingCompany, however called, and at every adjournment or postponement thereof, and or in every action or approval by connection with any written consent of the shareholders stockholders of the Company, relating to any proposed action by the stockholders of the Company with respect to the matters set forth in lieu of such a meeting Section 1.2(b) below, the Stockholder irrevocably agrees to, with respect to any Shares not purchased in the Offer: (a) appear at each such meeting or otherwise cause the Shares owned beneficially or of record by the followingStockholders to be counted as present thereat for purposes of calculating a quorum; and (b) unless Parent votes the Shares directly pursuant to the proxy granted by Section 1.3 below, Shareholder shall vote (or cause to be voted voted), in person or by proxy, all the SharesShares owned beneficially or of record by the Stockholder, and shall execute and deliver written consents and otherwise exercise all any other voting and other rights securities of Shareholder with respect the Company (whenever acquired), that are owned beneficially or of record by the Stockholder or as to which he has, directly or indirectly, the Shares right to vote or direct the voting, (i) in favor of adoption and approval of (x) the Purchase Agreement, the Transaction Merger Agreement and the other matters contemplated by the Purchase Agreement, (y) any matter in furtherance of the Transaction and any each of the other transactions contemplated by the Purchase Agreement and this Agreementthereby, and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (ii) against any (x) Company Takeover Proposal made by any Person other than action or agreement submitted for approval of the Purchaser, without regard to any recommendation from stockholders of the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to that Parent has provided the terms of such Company Takeover Proposal, (y) any agreement, amendment of any agreement (including the Company’s articles of association Stockholder with advance notice is or other organizational documents), or any other action that is intended or could would reasonably be expected to preventresult in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled or would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Stockholder contained in this Agreement, (iii) against any action, agreement or transaction submitted for approval to the stockholders of the Company that would reasonably be expected to materially impede, interfere or be inconsistent with, delay, postpone, discourage or discourage materially and adversely affect the Transaction and any timely consummation of the other transactions contemplated by Offer or the Purchase Agreement or this Agreement, Merger; and (ziv) against any other action, agreement, transaction or proposal that would result in a material breach of any representation, warranty, covenant, agreement or other obligation transaction submitted for approval to the stockholders of the Company, the Purchased Companies or their Subsidiaries in the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure Company that it is duly counted, including for purposes of determining that would constitute a quorum is present and for the purposes of recording such vote (or consent)Takeover Proposal.

Agreement to Vote. At every The Shareholder hereby agrees that during the term of this Agreement, at the Company Shareholders Meeting and at any other meeting of the shareholders of the Company, however called, including any adjournment, recess or postponement thereof, and in connection with any written consent of the shareholders of the Company, the Shareholder shall, in each case to the fullest extent that the Covered Shares are entitled to vote thereon or consent thereto: (a) appear (in person or by proxy) at each such meeting or otherwise cause all of the Covered Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of the Covered Shares: (i) in favor of the Merger and the approval of the Merger Agreement and the transactions contemplated by the Merger Agreement, including any amended Merger Agreement or amendment to the Merger Agreement that increases the per share Merger Consideration or otherwise is or results in the Merger Agreement being more favorable to the Shareholder than the Merger Agreement in effect as of the date of this Agreement; (ii) in favor of the approval of any proposal to adjourn or postpone any meeting of the shareholders of the Company called with respect to any a later date if there are not sufficient votes for adoption of the following, and at every adjournment thereof, and in every Merger Agreement on the date on which such meeting is held; (iii) against any action or approval by written consent agreement that would reasonably be expected to result in a breach of the shareholders any covenant, representation or warranty or any other obligation or agreement of the Company contained in lieu of such a meeting with respect to any the Merger Agreement, or of the followingShareholder contained in this Agreement; (iv) against any action, Shareholder shall vote proposal, transaction or cause agreement that would reasonably be expected to be voted impede, interfere with, delay, discourage, frustrate, prevent, nullify, adversely affect or inhibit the Sharestimely consummation of the Merger or the fulfillment of Parent’s, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the Shares (i) in favor of adoption and approval of (x) Company’s or Merger Sub’s conditions under the Purchase Merger Agreement, the Transaction and the other matters contemplated by the Purchase Agreement, (y) any matter in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Merger Agreement and this Agreement, and (z) or change in any manner the waiver voting rights of any notice to Shareholder that may have been or may be required relating class of shares of the Company (including any amendments to the Transaction Company’s article of incorporation or any of the other transactions contemplated by the Purchase Agreement or this Agreement, and bylaws); (iiv) against any reorganization, recapitalization, dissolution, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company other than the Merger; and (vi) against any Acquisition Proposal; provided, however, that, notwithstanding the foregoing, in the event that there is any amendment to the Merger Agreement which (x) Company Takeover Proposal made by any Person other than reduces the PurchaserMerger Consideration, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, or (y) any agreementmaterially adversely affects the holders of the Common Shares, amendment of any agreement (including the Company’s articles of association or other organizational documents), or any other action that is intended or could reasonably be expected Shareholder shall have no obligation to prevent, impede, interfere with, delay, postpone, or discourage the Transaction and vote any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (z) any action, agreement, transaction or proposal that would result in a material breach of any representation, warranty, covenant, agreement or other obligation of the Company, the Purchased Companies or their Subsidiaries in the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder its Common Shares in accordance with this Section 2.1 in favor of the procedures relating thereto Merger or with respect to the Merger Agreement as so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent)amended.

Agreement to Vote. At every meeting Until the termination of this Agreement in accordance with its terms, the shareholders of the Company called with respect Stockholder hereby irrevocably and unconditionally agrees to any of the following, and at every adjournment thereof, and in every action or approval by written consent of the shareholders of the Company in lieu of such a meeting with respect to any of the following, Shareholder shall vote or to cause to be voted all of the Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the extent the Shares carry the right to vote thereon, at any other annual or special meeting of stockholders of Xxxxxx where any such proposal is submitted, and in connection with any written consent of stockholders (iincluding, without limitation, any vote or consent of any class or series of stockholders to which the Stockholder belongs), (a) in favor of adoption the Xxxxxx Proposals and (b) against (i) approval of any proposal made in opposition to or in competition with the Merger or any other Contemplated Transaction, (xii) the Purchase Agreementany merger, the Transaction and the consolidation, sale of assets, business combination, share exchange, reorganization or recapitalization of Xxxxxx or any of its subsidiaries, with or involving any party other matters than as contemplated by the Purchase Merger Agreement, (yiii) any matter in furtherance liquidation or winding up of Xxxxxx, (iv) any extraordinary dividend by Xxxxxx, (v) any amendment of the Transaction bylaws or certificate of incorporation of Xxxxxx and any change in the capital structure of Xxxxxx (in each case other than pursuant to the other transactions contemplated by the Purchase Merger Agreement and this Agreement, or as provided in Section 5 hereof) and (zvi) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (ii) against any (x) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents), or any other action that is intended or could may reasonably be expected to prevent, impede, interfere with, delay, postpone, postpone or attempt to discourage the consummation of the Merger or any other Contemplated Transaction and or result in a breach of any of the other transactions contemplated by the Purchase Agreement or this Agreementcovenants, and (z) any actionrepresentations, agreement, transaction or proposal that would result in a material breach of any representation, warranty, covenant, agreement warranties or other obligation obligations or agreements of Xxxxxx under the CompanyMerger Agreement which would materially and adversely affect Quadrangle, the Purchased Companies Newco or Xxxxxx or their Subsidiaries in respective abilities to consummate the Purchase Agreement. Any such vote shall be cast (Merger or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent)any other Contemplated Transaction.

Agreement to Vote. At every Each Stockholder hereby irrevocably and unconditionally agrees that during the term of this Agreement, at the Company Stockholders Meeting and at any other meeting of the shareholders stockholders of the Company called with respect to Company, however called, including any of the following, and at every adjournment or postponement thereof, and in every action or approval by connection with any written consent of the shareholders stockholders of the Company Company, such Stockholder shall, in lieu each case to the fullest extent that such Stockholder’s Covered Shares are entitled to vote thereon or consent thereto: (a) appear at each such meeting or otherwise cause such Stockholder’s Covered Shares to be counted as present thereat for purposes of such calculating a meeting with respect to any of the following, Shareholder shall quorum; and (b) vote (or cause to be voted the Sharesvoted), and shall execute and in person or by proxy, or deliver (or cause to be delivered) a written consents and otherwise exercise consent covering, all voting and other rights of Shareholder with respect to the such Stockholder’s Covered Shares (i) in favor of the adoption and approval of (x) the Purchase Agreement, the Transaction and the other matters contemplated by the Purchase Agreement, (y) any matter in furtherance of the Transaction Merger Agreement and any proposed postponements or adjournments of any annual or special meetings of the other transactions contemplated by stockholders of the Purchase Company at which the adoption of the Merger Agreement and this Agreement, and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or matters described in clauses (ii) and (iii) of this Agreement, and Section 2.1(b) are to be considered; (ii) against any (x) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard action or agreement that is in opposition to the terms of such Company Takeover Proposal, (y) any agreement, amendment Merger or that would result in a breach of any agreement (including the Company’s articles of association covenant, representation or other organizational documents), warranty or any other action obligation or agreement of the Company contained in the Merger Agreement, or of such Stockholder contained in this Agreement; and (iii) against any Acquisition Proposal and against any other agreement or transaction that is intended intended, or could reasonably be expected expected, to prevent, materially impede, interfere with, delay, postpone, frustrate the purposes of or discourage adversely affect the Transaction and any of Merger or the other transactions contemplated by the Purchase Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by such Stockholder of its obligations under this Agreement, and including: (zA) any actionextraordinary corporate transaction, agreementsuch as a merger, transaction consolidation or proposal that would result in other business combination involving the Company or its Subsidiaries (other than the Merger); (B) a sale, lease or transfer of a material breach amount of assets of the Company or any representationof its Subsidiaries or any reorganization, warranty, covenant, agreement recapitalization or other obligation liquidation of the Company or any of its Subsidiaries; or (C) any change in the present capitalization or dividend policy of the Company, except if approved by Acquiror. The obligations of such Stockholder specified in this Section 2.1(b) shall apply whether or not the Purchased Companies Merger or their Subsidiaries in any action described above is recommended by the Purchase Agreement. Any such vote shall be cast Board of Directors of the Company (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consentany committee thereof).

Agreement to Vote. At every Parent Stockholder hereby irrevocably and unconditionally agrees that, from the date hereof until the earlier of (i) the time that the stockholders of Parent approve the Stock Issuance and Charter Amendment and no other vote by the stockholders of Parent is required to consummate the transactions contemplated by the Merger Agreements (“Parent Stockholder Approval”) and (ii) termination of this Agreement in accordance with Section 5.1, at any meeting of the shareholders stockholders of Parent at which the approval of the Company called with respect Stock Issuance, Charter Amendment or any other matter requiring a vote of Parent’s stockholders necessary to consummate the transactions contemplated by the Merger Agreements is to be voted upon, however called, or any of the following, and at every adjournment or postponement thereof, and Parent Stockholder shall be present (in every action person or approval by written consent of the shareholders of the Company in lieu of such a meeting with respect to any of the following, Shareholder shall vote proxy) (or cause to be voted the Sharespresent (in person or by proxy)) and vote (or cause to be voted), and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the fullest extent entitled to vote thereon, all of its Owned Shares at such time (ia) in favor of adoption and approval of (x1) the Purchase AgreementStock Issuance and Charter Amendment, (2) any other matter presented or proposed as to approval of the Transaction and the other Mergers or any part or aspect thereof or any transactions or matters contemplated by the Purchase AgreementMerger Agreements, (y3) any matter in furtherance proposal to adjourn or postpone the meeting to a later date if there are not sufficient votes for the approval of the Transaction Stock Issuance and Charter Amendment and (4) any other matter necessary or desirable to the consummation of the other transactions contemplated by the Purchase Agreement and this Agreement, Merger Agreements and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (iib) against any (x) Company Takeover Proposal made by any Person other than the Purchaseraction, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposalagreement or transaction, and without regard to the terms of such Company Takeover Proposalthat is intended, (y) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents)that would reasonably be expected, or any other action that is intended or could the effect of which would reasonably be expected expected, to preventmaterially impair, impede, interfere with, delay, postpone, discourage or discourage adversely affect the Transaction ability of Parent and any the Merger Parties to complete the Mergers, or that would otherwise reasonably be expected to prevent or materially impede or materially delay the consummation of the other transactions contemplated by the Purchase Agreement or this AgreementMerger Agreements. If Parent Stockholder is the beneficial owner, and (z) any actionbut not the record holder, agreement, transaction or proposal that would result in a material breach of any representation, warranty, covenant, agreement or other obligation of the CompanyOwned Shares, Parent Stockholder agrees to cause the Purchased Companies or their Subsidiaries in record holder and any nominees to vote all of the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder Owned Shares in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent)this Section 1.1.

Agreement to Vote. At every From the date hereof until the earlier of the Termination Date (as defined below) or the receipt of the Company Shareholder Approval, Marubeni irrevocably and unconditionally agrees that it shall at any meeting of the shareholders of the Company called (whether annual, special or otherwise and whether or not an adjourned or postponed meeting), however called, or in connection with respect to any of the following, and at every adjournment thereof, and in every action or approval by written consent of the shareholders of the Company in lieu Company, however proposed: (a) when a meeting is held, appear at such meeting or otherwise cause its Covered Shares that are owned by Marubeni as of the date of such meeting to be counted as present thereat for the purpose of establishing a meeting with respect quorum, and when a written consent is proposed, respond to any of each request by the followingCompany for written consent, Shareholder shall and (b) vote or consent, or cause to be voted the Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder at such meeting or cause such consent to be granted with respect to to, all Covered Shares that are owned by Marubeni as of the Shares date of such meeting or consent (i) in favor of adoption and approval of (x) the Purchase Agreement, the Transaction Merger and the other matters contemplated by the Purchase Agreement, (y) any matter in furtherance adoption of the Transaction Merger Agreement and any the Statutory Merger Agreement (each as they may be amended from time to time), and in favor of each of the other transactions contemplated by the Purchase Merger Agreement and the Statutory Merger Agreement of which approval of the Company’s stockholders is solicited, and (ii) against (A) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between or involving the Company and any other Person that would reasonably be expected to impede, interfere with, delay or postpone or adversely affect in any material respect the Merger or any other transactions contemplated by the Merger Agreement, the Statutory Merger Agreement or this Agreement, and (zB) the waiver of any notice other action that would be reasonably likely to Shareholder that may have been or may be required relating result in any conditions to the Transaction consummation of the Merger under the Merger Agreement not being fulfilled, (C) any amendment or other change to the Company Memorandum of Association or Company Bye-Laws that would reasonably be expected to impede, interfere with, delay, postpone or adversely affect in any material respect the Merger or any of the other transactions contemplated by the Purchase Merger Agreement, the Statutory Merger Agreement or this Agreement, and (ii) against any (x) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (yD) any agreement, amendment of any agreement (including other material change in the Company’s articles of association corporate structure or other organizational documents), or any other action business that is intended or could would reasonably be expected to prevent, impede, interfere with, delay, postpone, delay or discourage postpone or adversely affect in any material respect the Transaction and Merger or any of the other transactions contemplated by the Purchase Merger Agreement or this the Statutory Merger Agreement, and (z) any action, agreement, transaction or proposal that would result in a material breach of any representation, warranty, covenant, agreement or other obligation of the Company, the Purchased Companies or their Subsidiaries in the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent).

Agreement to Vote. At every Each Company Shareholder, by this Agreement, with respect to its Securities, severally and not jointly, hereby agrees (and agrees to execute such documents and certificates evidencing such agreement as the SPAC may reasonably request in connection therewith), if (and only if) the Approval Condition (as defined below) shall have been satisfied, to vote, at any meeting of the shareholders members of the Company called with respect to any of the following, and at every adjournment thereofCompany, and in every any action or approval by written consent of the shareholders members of the Company in lieu Company, all of such a meeting with respect to any of the following, Shareholder shall vote or cause to be voted the Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the Shares Company Shareholder’s Securities (ia) in favor of the approval and adoption and approval of (x) the Purchase AgreementBCA, the Transaction and the other matters contemplated by the Purchase Agreement, (y) any matter in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Agreement BCA and this Agreement, and (zb) the waiver in favor of any notice to Shareholder that may have been or may be required relating other matter reasonably necessary to the Transaction or any consummation of the other transactions contemplated by the Purchase Agreement or this AgreementBCA and considered and voted upon by the shareholders of the Company, (c) in favor of the approval and adoption of the new equity incentive plan (as contemplated by the BCA) and (iid) against any action, agreement or transaction (x) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from BCA or the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents), or any other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone, or discourage the Transaction and any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (zthereby) any action, agreement, transaction or proposal that would result in a material breach of any representation, warranty, covenant, agreement representation or warranty or any other obligation or agreement of the Company, Company under the Purchased Companies BCA or their Subsidiaries that would reasonably be expected to result in the Purchase Agreementfailure of the transactions contemplated by the BCA from being consummated. Any such vote shall be cast (or consent shall be given) by Each Company Shareholder in accordance with acknowledges receipt and review of a copy of the procedures relating thereto so as to ensure that it is duly counted, including for BCA. For purposes of determining this Agreement, “Approval Condition” shall mean that a quorum is present (i) the BCA and for the purposes transactions as set forth therein shall have been approved by the Board of recording Directors of the Company and such vote approval shall not have been withdrawn and (ii) the BCA shall not have been amended or consent)modified to change the Exchange Consideration payable under the BCA to the Company Shareholders.

Agreement to Vote. At every meeting of the shareholders stockholders of the Company called with respect to any of the following, (and at every adjournment or postponement thereof) called to seek, and in every action other circumstance in which a vote, action, written consent, resolution or other approval by written consent of the shareholders stockholders of the Company is proposed seeking, the Company Stockholder Approval, approval of the Merger, adoption of the Merger Agreement, or approval of any other Transaction Document, any other transaction pursuant to or contemplated by the Merger Agreement or any other Transaction Document, and any matter that would reasonably be expected to facilitate the consummation of the Merger (including, without limitation, any adjournment of any meeting of the stockholders in lieu order to solicit additional proxies in favor of such approval of the Merger and adoption of the Merger Agreement if there are not sufficient votes to obtain the Company Stockholder Approval), the Stockholder (A) shall, if a meeting with respect is held, appear at such meeting or otherwise cause the Subject Shares to any be counted as present at such meeting for purposes of the following, Shareholder establishing a quorum and (B) shall vote (or cause to be voted voted) the Subject Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the Shares : (i1) in favor of adoption and approval of (w) granting the Company Stockholder Approval, (x) approving the Purchase Agreement, the Transaction and the other matters contemplated by the Purchase AgreementMerger, (y) any matter in furtherance of adopting the Transaction and any of the other transactions contemplated by the Purchase Agreement and this Merger Agreement, and (z) the waiver of approving any notice other Transaction Document, any other transaction pursuant to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Merger Agreement or this Agreement, and (ii) against any (x) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents), or any other action Transaction Document, and any other matter that is intended or could reasonably be expected to prevent, facilitate the consummation of the Merger; and (2) against (x) any Acquisition Proposal (other than the Merger Agreement and the Merger) and (y) any other matter that would reasonably be expected to impede, interfere with, delay, postpone, postpone or discourage adversely affect the Transaction and consummation of the Merger or any of the other transactions contemplated by the Purchase Agreement or this Merger Agreement, and (z) any action, agreement, transaction or proposal that would result in a material breach of any representation, warranty, covenant, agreement or other obligation of the Company, the Purchased Companies or their Subsidiaries in the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent).

Agreement to Vote. At (a) Unless this Agreement shall have terminated pursuant to Section 4.2 (the date of such termination, the “Termination Date”), at every meeting of the shareholders holders of Company Stock (the “Company called with respect to any of the followingStockholders”), however called, and at every adjournment or postponement thereof, Stockholder shall, or shall cause the holder of record on any applicable record date to, be present (in person or by proxy) and vote (or consent to be voted by proxy) Stockholder’s Subject Shares (a) in every action or approval by written consent favor of (i) adoption of the shareholders Merger Agreement, (ii) approval of any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the adoption of the Merger Agreement on the date on which such meeting is held or (iii) any other matter considered at any such meeting of the Company Stockholders which the Company Board has (A) determined is necessary for the consummation of the Merger, (B) disclosed in lieu the Joint Proxy Statement/Prospectus or other written materials distributed to all Company Stockholders and (C) recommended that the Company Stockholders adopt; and (b) against (i) any amendment to the Company’s certificate of incorporation or bylaws or any other proposal which would in any material respect impede, interfere with or prevent the consummation of the Merger, (ii) any Company Acquisition Proposal, or (iii) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Stockholder under this Agreement (collectively, the “Covered Proposals”). Notwithstanding the foregoing, (x) nothing in this Agreement shall require any Stockholder to vote or otherwise consent to any amendment to the Merger Agreement or the taking of any action that could result in the amendment, modification or a waiver of a provision therein, in any such case, in a meeting manner that (i) imposes any material restrictions or additional material conditions on the consummation of the Merger or the payment of the Merger Consideration to Company Stockholders or (ii) extends the Outside Date, and (y) except as expressly set forth in this Section 1.1 with respect to Covered Proposals, Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any of the following, Shareholder shall vote or cause to be voted the Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect matter presented to the Shares Company Stockholders. (ib) in favor of adoption and approval of SOLELY IN THE EVENT OF A FAILURE BY STOCKHOLDER TO ACT IN ACCORDANCE WITH SUCH STOCKHOLDER’S OBLIGATIONS AS TO VOTING PURSUANT TO SECTION 1.1(A) PRIOR TO THE TERMINATION DATE, STOCKHOLDER HEREBY IRREVOCABLY (xUNTIL THE TERMINATION DATE) the Purchase Agreement, the Transaction and the other matters contemplated by the Purchase Agreement, GRANTS TO AND APPOINTS PARENT SUCH STOCKHOLDER’S PROXY AND ATTORNEY-IN-FACT (y) any matter in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Agreement and this Agreement, and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (ii) against any (x) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documentsWITH FULL POWER OF SUBSTITUTION), or any other action that is intended or could reasonably be expected to preventFOR AND IN THE NAME, impedePLACE AND STEAD OF STOCKHOLDER, interfere withTO REPRESENT, delayVOTE AND OTHERWISE ACT (BY VOTING AT ANY MEETING OF COMPANY STOCKHOLDERS, postponeBY WRITTEN CONSENT IN LIEU THEREOF OR OTHERWISE) WITH RESPECT TO THE SUBJECT SHARES OWNED OR HELD BY STOCKHOLDER REGARDING THE MATTERS REFERRED TO IN SECTION 1.1(A) UNTIL THE TERMINATION DATE, or discourage the Transaction and any of the other transactions contemplated by the Purchase Agreement or this AgreementTO THE SAME EXTENT AND WITH THE SAME EFFECT AS STOCKHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, and RULES AND REGULATIONS. THE PROXY GRANTED PURSUANT TO THIS SECTION 1.1(B) IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE TERMINATION DATE. UNTIL THE TERMINATION DATE, STOCKHOLDER WILL TAKE SUCH FURTHER ACTION AND WILL EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. STOCKHOLDER HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY GRANTED WITH RESPECT TO ANY OF STOCKHOLDER’S SUBJECT SHARES THAT MAY HAVE HERETOFORE BEEN APPOINTED OR GRANTED WITH RESPECT TO THE MATTERS REFERRED TO IN THIS SECTION 1.1, AND PRIOR TO THE TERMINATION DATE NO SUBSEQUENT PROXY (zWHETHER REVOCABLE OR IRREVOCABLE) any actionOR POWER OF ATTORNEY SHALL BE GIVEN BY STOCKHOLDER, agreementEXCEPT AS REQUIRED BY ANY ELECTION FORM OR LETTER OF TRANSMITTAL IN CONNECTION WITH THE MERGER. NOTWITHSTANDING THE FOREGOING, transaction or proposal that would result in a material breach of any representation, warranty, covenant, agreement or other obligation of the Company, the Purchased Companies or their Subsidiaries in the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent)THIS PROXY SHALL TERMINATE UPON TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS.

Agreement to Vote. At every Subject to the terms of this Agreement, the Stockholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at any annual or special meeting of the shareholders stockholders of the Company called with respect to Company, however called, including any of the following, and at every adjournment or postponement thereof, and in every connection with any action or approval proposed to be taken by written consent of the shareholders stockholders of the Company Company, the Stockholder shall, in lieu each case to the fullest extent that the Stockholder and the Stockholder’s Subject Shares are entitled to vote (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of such determining a meeting with respect to any of the following, Shareholder shall quorum; and (b) be present (in person or by proxy) and vote (or cause to be voted the Sharesvoted), and shall execute and or deliver (or cause to be delivered) a written consents and otherwise exercise all voting and other rights of Shareholder consent with respect to the to, all of its Subject Shares (i) for the approval of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger, (ii) in favor of adoption and approval of (x) the Purchase Agreement, the Transaction and the other matters contemplated by the Purchase Agreement, (y) any matter related proposal in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Agreement and this Merger Agreement, and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (iiiii) against any (x) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any action or agreement (including the Company’s articles of association or other organizational documents), or any other action that is intended or could would reasonably be expected to prevent(A) result in a material breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of the Stockholder contained in this Agreement, or (B) result in any of the conditions set forth in Article VIII of the Merger Agreement not being satisfied on or before the Outside Date; and (iv) against any Company Takeover Proposal or any proposal relating to any Company Takeover Proposal and against any other proposed action, agreement or transaction involving the Company that is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or discourage prevent the Transaction and any consummation of the Merger or the other transactions contemplated by the Purchase Agreement or this Merger Agreement, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Merger); (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company; or (z) any action, agreement, transaction change in the present authorized capitalization of the Company or proposal that would result in a material breach of any representation, warranty, covenant, agreement amendment or other obligation of change to the Company’s organizational documents. Subject to the proxy granted under Section 1.2 below, as between the Acquirer Parties and the Stockholders, the Purchased Companies or their Subsidiaries Stockholder shall retain at all times the right to vote the Subject Shares in the Purchase Agreement. Any such vote shall be cast (Stockholder’s sole discretion, and without any other limitation, on any matters other than those set forth in this Section 1.1 that are at any time or consent shall be given) by Shareholder in accordance with from time to time presented for consideration to the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent)Company’s stockholders generally.

Agreement to Vote. At every (a) Each Core Company Securityholder hereby irrevocably and unconditionally agrees that during the period between the execution of this Agreement and the earlier of (i) the termination of the BCA in accordance with its terms and (ii) the Closing, at a meeting of the Company’s shareholders (the “Special Meeting”), and at any other meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of shareholders of the Company, such Core Company Securityholder shall, in each case to the fullest extent that the Covered Shares of such Core Company Securityholder are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause such Covered Shares to be counted as present thereat for purposes of calculating a quorum, or respond to the request by the Company for written consent, as applicable; and (ii) vote (or cause to be voted), in person or by proxy, or by written consent, as applicable, all of such Covered Shares (A) in favor of (1) the adoption and approval of the BCA and approval of any other matters necessary or reasonably requested by NewCo, the Company and the SPAC in connection therewith, and (2) any proposal to adjourn or postpone any meeting of the shareholders of the Company called with respect to at which any of the following, foregoing matters are submitted for consideration and at every adjournment thereof, and in every action or approval by written consent vote of the shareholders of the Company in lieu to a later date if there are not a quorum or sufficient votes for approval of such a matters on the date on which the meeting with respect is held to vote upon any of the following, Shareholder shall foregoing matters; (B) if a shareholder vote or cause to be voted the Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder is required with respect to thereto, against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Shares Company contained in the BCA, or of the Core Company Securityholders contained in this Agreement; and (iC) in favor of adoption and approval of if a shareholder vote is required with respect thereto, against (x) the Purchase Agreement, the Transaction and the other matters contemplated by the Purchase Agreement, (y1) any matter in furtherance of proposals that compete with the Transaction and Business Combination or involve any of the other transactions contemplated by the Purchase Agreement and this Agreementtransaction, and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (ii) against any (x) Company Takeover Proposal made by any business combination with a Person other than the PurchaserSPAC, without regard NewCo or their respective Affiliates that is required or permitted to any recommendation from be submitted to a vote of the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to of the terms of such Company Takeover ProposalCompany, (y2) any agreementother action, amendment of any agreement (including or transaction involving the Company’s articles , New Rise or any of association or other organizational documents)their respective Affiliates that is intended, or any other action that is intended or could would reasonably be expected to preventto, impede, interfere with, delay, postpone, adversely affect or discourage prevent the Transaction and any consummation of the Business Combination or this Agreement or the performance by the Company of its obligations under the BCA or by any Core Company Securityholder of its obligations under this Agreement and (3) any proposal, action or agreement that would change in any manner the dividend policy or capitalization of, including the voting rights of, any class of capital stock or other securities of the Company (other than, in the case of this clause (3), pursuant to the BCA or the Ancillary Documents and the transactions contemplated by thereby); and (iii) to the Purchase Agreement or this Agreementextent necessary, consent to, and (z) take any action, agreement, transaction or proposal that would result in a material breach of any representation, warranty, covenant, agreement or other obligation of the Companyactions required with respect to, the Purchased Companies or their Subsidiaries in conversion of its Covered Shares into the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder Per Share Company Merger Consideration in accordance with the procedures relating thereto so as to ensure that it is duly countedBCA and the settlement of any other equity or equity-linked securities in a manner in accordance with the BCA, including for purposes the delivery of determining that customary letters of transmittal or otherwise. (b) Each Core Company Securityholder hereby (i) waives, and agrees not to exercise or assert, any dissent, appraisal or similar rights in connection with the Business Combination and (ii) agrees (A) not to commence or participate in, and (B) to take all actions necessary to opt out of, any class action with respect to, any claim, derivative or otherwise, against the Company or any of its Affiliates relating to the negotiation, execution or delivery of this Agreement, the BCA or the consummation of the Business Combination, including any claim (1) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (2) alleging a quorum breach of any fiduciary duty of the Board of Directors of the Company in connection with this Agreement, the BCA or the Business Combination. (c) The obligations of the Core Company Securityholders specified in this Section 2.01 shall apply whether or not (i) the Business Combination, the BCA or any action described above is present and for recommended by the purposes Board of recording such vote Directors of the Company (or consent)any committee thereof) or (ii) the Board of Directors of the Company has previously recommended the Business Combination, the BCA or any action described above and subsequently withdrawn or otherwise changed such recommendation.

Agreement to Vote. At every During the term of this Agreement and at the UBSH Shareholders Meeting or at any other meeting of the shareholders of the Company called with respect to UBSH, however called, including any of the following, and at every adjournment or postponement thereof, and in every action or approval by connection with any written consent of the shareholders of UBSH (collectively, the Company “UBSH Meeting”), the Shareholder irrevocably and unconditionally agrees that it shall, in lieu of each case to the fullest extent that such a meeting with respect to any matters are submitted for the vote or written consent of the following, Shareholder shall and that the Shares are entitled to vote thereon or consent thereto: (a) appear at each UBSH Meeting or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) to vote (or cause to be voted voted) or deliver (or cause to be delivered) a written consent covering, all of the Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights to cause any holder of Shareholder with respect to record of the Shares to vote all such Shares, in person or by proxy: (i) in favor of adoption and approval of (x) the Purchase Agreement, the Transaction Merger Agreement and the other matters consummation of the transactions contemplated by thereby, including the Purchase AgreementMerger and the UBSH Share Issuance, (y) and any matter actions required in furtherance of thereof, at the Transaction and any of the other transactions contemplated by the Purchase Agreement and this Agreement, and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, UBSH Meeting; and (ii) against any (x) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (yA) any agreementaction, amendment of any proposal, transaction or agreement (including the Company’s articles of association or other organizational documents), or any other action that is intended or which could reasonably be expected to preventresult in a breach of any covenant, representation or warranty or any other obligation or agreement of UBSH under the Merger Agreement or of the Shareholder under this Agreement and (B) any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, postponediscourage, adversely affect, frustrate the purposes of, or discourage inhibit the Transaction and any timely consummation of the Merger or the other transactions contemplated by the Purchase Merger Agreement or this Agreement or the fulfillment of UBSH’s or ANCX’s obligations or conditions under the Merger Agreement, and (z) any action, agreement, transaction or proposal that would result in a material breach of any representation, warranty, covenant, agreement or other obligation of the Company, the Purchased Companies or their Subsidiaries in the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent).

Agreement to Vote. At every The Stockholder hereby 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 5.1, at any meeting of the shareholders stockholders of the Company called with respect to any at which the approval and adoption of the followingMerger Agreement and the transactions contemplated thereby is to be voted upon, and at every however called, or any adjournment or postponement thereof, the Stockholder shall be present (in person or by proxy) and in every action or approval by written consent of the shareholders of the Company in lieu of such a meeting with respect to any of the following, Shareholder shall vote (or cause to be voted the Sharesvoted), and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the extent entitled to vote thereon, all of its Owned Shares at such time (ia) in favor of (i) approval and adoption and approval of (x) the Purchase Agreement, the Transaction Merger Agreement and the other matters contemplated by the Purchase Agreement, (y) any matter in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Agreement and this Agreement, and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, thereby and (ii) against any (x) Company Takeover Proposal made by proposal to adjourn or postpone any Person other than meeting of the Purchaser, without regard to any recommendation from stockholders of the Company Boards to shareholders concerning a later date if there are not sufficient votes to approve the adoption of the Merger Agreement on the date on which such Company Takeover Proposal, meeting is held and without regard to the terms of such Company (b) against (A) any Takeover Proposal, (yB) any agreementmerger agreement or merger (other than the Merger Agreement), consolidation, combination, business transaction, sale of assets, reorganization, recapitalization, dissolution, liquidation or winding up of the Company, and (C) any amendment of any agreement (including the Company’s articles organizational documents that, in the case of association (B) or other organizational documents(C), would reasonably be expected to impair the ability of Parent or any other action Merger Sub to complete the Merger, or that is intended or could would reasonably be expected to prevent, impede, interfere with, delay, postpone, or discourage inhibit the Transaction and any timely consummation of the other transactions contemplated by Merger or the Purchase Agreement or this Agreementfulfillment of Parent’s, and (z) any action, agreement, transaction or proposal that would result in a material breach of any representation, warranty, covenant, agreement or other obligation of the Company, ’s or Merger Sub’s conditions under the Purchased Companies or their Subsidiaries in the Purchase Merger Agreement. Any such vote Notwithstanding anything herein to the contrary, this Section 1.1 shall not require any Stockholder to be cast present (in person or consent shall be givenby proxy) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such or vote (or consent)cause to be voted) any of 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 (x) decreases the amount or changes the form of the consideration or imposes any restrictions or additional conditions on the receipt of the consideration to the stockholders of the Company or (y) is otherwise materially adverse to the Stockholder. Notwithstanding anything herein to the contrary, in the event there is a Company Adverse Recommendation Change due to an Intervening Event, the Stockholder shall vote the Owned Shares for and against approval and adoption of the Merger Agreement in the same proportion as the shares of Company Common Stock owned by Persons other than the Stockholders vote such shares at the Company Stockholders Meeting.

Agreement to Vote. At every meeting of Subject to the shareholders terms and conditions hereof, each Contributing Stockholder irrevocably and unconditionally agrees that, for the benefit of the Company called with (in respect of Sections 2.01(A) and 2.01(B) but not Section 2.01(C), 2.01(D), 2.01(E) or 2.01(F)) and Parent, from and after the date hereof and until the earliest to any occur of (i) the Effective Time, (ii) the termination of the followingMerger Agreement in accordance with its terms, and (iii) the written agreement of Parent and the Company to terminate this Agreement (such earliest occurrence being the “Expiration Time”), at any meeting (whether annual or special, and at every adjournment thereofeach adjourned or postponed meeting) of the Company’s stockholders, and however called, or in every action any other circumstances upon which a vote or other consent or approval by (including a written consent of the shareholders of the Company in lieu of consent) is sought (any such meeting or other circumstance, a “Contributing Stockholder’s Meeting”), each Contributing Stockholder will (y) appear at such a meeting with respect or otherwise cause all of such Contributing Stockholder’s Shares Beneficially Owned by such Contributing Stockholder as of the relevant time (“Owned Shares”) to be counted as present thereat for purposes of calculating a quorum and respond to any of other request by the followingCompany for written consent, Shareholder shall vote if any, and, (z) vote, or cause to be voted the Sharesvoted, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the its Owned Shares (iA) in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger, (xB) in favor of the Purchase Agreement, the Transaction and the approval of any other matters contemplated matter to be approved by the Purchase Agreement, (y) any matter in furtherance stockholders of the Transaction and any of Company to facilitate the other transactions contemplated by the Purchase Agreement and this Merger Agreement, and including the Merger, (zC) against any Company Acquisition Proposal or any transaction contemplated by such Company Acquisition Proposal, (D) against any proposal made in opposition to, or in competition or inconsistent with, the waiver Merger or the Merger Agreement, including the adoption thereof or the consummation thereof, including any amendment of any notice to Shareholder that may have been the Company’s organizational documents or may be required relating to other proposal or transaction involving the Transaction Company or any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (ii) against any (x) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, its Subsidiaries which amendment of any agreement (including the Company’s articles of association or other organizational documents), proposal or transaction would in any other action that is intended or could reasonably be expected to prevent, manner impede, interfere with, materially delay, postponefrustrate, prevent or discourage the Transaction and any of the other transactions contemplated by the Purchase Agreement nullify or this Agreement, and (z) any action, agreement, transaction or proposal that would result in a material breach of any representation, representation or warranty, covenant, agreement or other obligation of the CompanyCompany or any of its Subsidiaries under or with respect to the Merger Agreement or any of the transactions contemplated hereby or thereby, (E) against any extraordinary dividend, distribution or recapitalization by the Purchased Companies Company or their Subsidiaries change in the Purchase capital structure of the Company (other than pursuant to or as explicitly permitted by the Merger Agreement. Any such vote shall ) and (F) against any action or agreement that would reasonably be cast (or consent shall be given) by Shareholder expected to result in accordance with any condition to the procedures relating thereto so as to ensure that it is duly counted, including for purposes consummation of determining that a quorum is present and for the purposes Merger set forth in Article VIII of recording such vote (or consent)the Merger Agreement not being fulfilled.

Agreement to Vote. At every Prior to the Termination (as defined below), the Stockholder irrevocably and unconditionally agrees that the Stockholder shall at any meeting of the shareholders stockholders of the Company called (whether annual, special or otherwise and whether or not an adjourned or postponed meeting), however called, or in connection with respect to any of the following, and at every adjournment thereof, and in every action or approval by written consent of the shareholders stockholders of the Company in lieu of such Company, however proposed: (a) when a meeting with respect to any is held, appear at such meeting or otherwise cause all of the followingCovered Shares to be counted as present thereat for the purpose of establishing a quorum, Shareholder shall and when a written consent is proposed, respond to each request by the Company for written consent, and (b) vote or consent, or cause to be voted the Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder at such meeting or cause such consent to be granted with respect to to, all of the Covered Shares (i) in favor of adoption and the approval of (x) the Purchase Agreement, the Transaction Merger Agreement and the any other matters contemplated by the Purchase Agreement, (y) any matter in furtherance of the Transaction and any necessary for consummation of the other transactions contemplated by the Purchase Merger Agreement and this Agreement, any other action reasonably requested by Parent in furtherance thereof and (zii) against (A) any action, proposal, agreement, recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination or transaction between or involving the waiver of Company and any notice other Person that would reasonably be expected to Shareholder that may have been impede, interfere with, delay, postpone or may be required relating to adversely affect the Transaction Merger or any of the other transactions contemplated by the Purchase Merger Agreement or this Agreement, and (ii) against any (x) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (yB) any agreement, amendment of any agreement (including the Company’s articles of association action or other organizational documents), or any other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone, or discourage the Transaction and any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (z) any action, agreement, transaction or proposal that would result in a material breach of any representation, warranty, covenant, agreement representation or warranty or other obligation or agreement of the Company, the Purchased Companies Company or their Subsidiaries any of its subsidiaries contained in the Purchase Merger Agreement. Any such vote shall be cast , or of the Stockholder contained in this Agreement, (C) any amendment or consent shall be givenother change to the Company’s certificate of incorporation or bylaws, and (D) by Shareholder any other material change in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (Company’s corporate structure or consent)business.

Agreement to Vote. At every Each Stockholder hereby irrevocably and unconditionally agrees that, subject to the terms of this Agreement, until the Termination Date, at any annual or special meeting of the shareholders stockholders of the Company called with respect to Company, however called, including any of the following, and at every adjournment or postponement thereof, and in every connection with any action or approval proposed to be taken by written consent of the shareholders stockholders of the Company Company, such Stockholder shall, in lieu 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 such determining a meeting with respect to any of the following, Shareholder shall quorum; and (b) be present (in person or by proxy) and vote (or cause to be voted the Sharesvoted), and shall execute and or deliver (or cause to be delivered) a written consents and otherwise exercise all voting and other rights of Shareholder consent with respect to the to, all of such Subject Shares (i) unless the Merger Agreement has been validly terminated in favor accordance with its terms, against any action or agreement that is intended or would reasonably be expected to (A) result in a breach of adoption and approval of (x) the Purchase Agreementany covenant, the Transaction and the representation or warranty or any other matters contemplated by the Purchase Agreement, (y) any matter in furtherance obligation or agreement of the Transaction and Company contained in the Merger Agreement or of any Stockholder contained in this Agreement or (B) result in any of the other transactions contemplated by the Purchase Agreement and this Agreement, and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any conditions set forth in Article VIII of the other transactions contemplated by the Purchase Merger Agreement or this Agreement, and not being satisfied in a timely manner; (ii) against any Acquisition Proposal or any action in furtherance of a specific Acquisition Proposal and (xiii) Company Takeover Proposal made by unless the Merger Agreement has been validly terminated in accordance with its terms, against any Person other than the Purchaseraction, without regard to any recommendation from agreement or transaction involving the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents), or any other action Company Subsidiary that is intended or could would reasonably be expected to prevent, impede, interfere with, delay, postpone, adversely affect or discourage prevent the Transaction and any consummation of the Offer or the Merger or the other transactions contemplated by the Purchase Agreement or this Merger Agreement, and including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the transactions contemplated by the Merger Agreement); (y) a sale, lease, license or transfer of a material amount of assets of the Company or any reorganization, recapitalization or liquidation of the Company; or (z) any action, agreement, transaction change in the present capitalization of the Company or proposal that would result in a material breach of any representation, warranty, covenant, agreement amendment or other obligation change to the bylaws or certificate of incorporation of the Company, Company as in effect on the Purchased Companies date hereof. No Stockholder shall agree or their Subsidiaries in the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance commit to take any action inconsistent with the procedures relating thereto so as foregoing. Subject to ensure the proxy granted under Section 1.3 below, each Stockholder shall retain at all times the right to vote the Subject Shares (with respect to which the Stockholder is entitled to vote) in such Stockholder’s sole discretion, and without any other limitation, on any matters other than those set forth in this Section 1.2 that it is duly counted, including are at any time or from time to time presented for purposes of determining that a quorum is present and for consideration to the purposes of recording such vote (or consent)Company’s stockholders generally.

Agreement to Vote. At every The Shareholder hereby irrevocably and unconditionally agrees that until the Expiration Time, at a special meeting of the shareholders of the Company called with respect to Green or at any of the following, and at every adjournment thereof, and in every action or approval by written consent other meeting of the shareholders of Green, however called, including any adjournment or postponement thereof, the Company Shareholder shall, in lieu of each case to the fullest extent that such a meeting with respect to any matters are submitted for the vote of the following, Shareholder shall and that the Covered Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause the Covered Shares as to which the Shareholder controls the right to vote to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted voted), in person or by proxy, all of the Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Covered Shares as to which the Shareholder with respect controls the right to the Shares vote: (i) in favor of the adoption and approval of (x) the Purchase Agreement, the Transaction Merger Agreement and the other matters consummation of the transactions contemplated by thereby, including the Purchase AgreementMerger Transactions, (y) and any matter actions required in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Agreement and this Agreement, and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, and thereof; (ii) against any action or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation of Green under the Merger Agreement; (xiii) Company Takeover Proposal made by against any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Acquisition Proposal, and without regard to the terms of such Company Takeover Proposal, ; and (yiv) against any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents), document or any other action or proposal that is intended or could would reasonably be expected to prevent, impede, interfere with, delay, postpone, delay or discourage postpone the Transaction and any of Merger Transactions or the other transactions contemplated by the Purchase Merger Agreement or this the performance by Green of its obligations under the Merger Agreement; provided, and that if there has been an amendment, waiver or modification to the Merger Agreement in effect on the date hereof that (x) reduces or has the effect of reducing the Exchange Ratio (other than any adjustment to the Exchange Ratio expressly provided for in the Merger Agreement), (y) changes the form of all or any portion of the consideration deliverable to Green shareholders contemplated by the Merger Agreement and/or (z) imposes any actionmaterial condition to the receipt of Merger Consideration (any such amendment or modification, agreementa “Material Merger Agreement Change”), transaction or proposal that would result in a material breach of any representation, warranty, covenant, agreement or other obligation of the Company, the Purchased Companies or their Subsidiaries in the Purchase Agreement. Any such vote this Section 2.1 shall be cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent)inapplicable.

Agreement to Vote. At every Each Company Member, by this Agreement, with respect to its Units, severally and not jointly, hereby agrees (and agrees to execute such documents or certificates evidencing such agreement as NAC may reasonably request in connection therewith), if (and only if) each of the Approval Conditions shall have been met, to vote, at any meeting of the shareholders members of the Company called with respect to any of the following, and at every adjournment thereofCompany, and in every any action or approval by written consent of the shareholders members of the Company in lieu Company, all of such a meeting with respect to any of the following, Shareholder shall vote or cause to be voted the Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the Shares Company Member’s Units (ia) in favor of the approval and adoption and approval of (x) the Purchase AgreementBCA, the Transaction and the other matters contemplated by the Purchase Agreement, (y) any matter in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Agreement BCA and this Agreement, and (zb) the waiver in favor of any notice to Shareholder that may have been or may be required relating other matter reasonably necessary to the Transaction or any consummation of the other transactions contemplated by the Purchase Agreement or this AgreementBCA and considered and voted upon by the members of the Company, (c) in favor of the approval and adoption of the New Stock Incentive Plan (as defined in the BCA) and (iid) against any action, agreement or transaction (x) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from BCA or the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents), or any other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone, or discourage the Transaction and any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (zthereby) any action, agreement, transaction or proposal that would result in a material breach of any representation, warranty, covenant, agreement representation or warranty or any other obligation or agreement of the Company, Company under the Purchased Companies BCA or their Subsidiaries that would reasonably be expected to result in the Purchase Agreementfailure of the transactions contemplated by the BCA from being consummated. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with Each Company Member acknowledges receipt and review of a copy of the procedures relating thereto so as to ensure that it is duly counted, including for BCA. For purposes of determining that a quorum is present and for this Agreement, “Approval Conditions” shall mean there shall not have been any amendment or modification to the purposes of recording such vote Company Merger Consideration (or consent)including any Contingency Consideration) payable under the BCA to the Company Members.

Agreement to Vote. At The Securityholder hereby unconditionally and irrevocably agrees that, during the Voting Period, at every meeting of the shareholders stockholders of the Company called with respect to any of the following, and at every adjournment or postponement thereof, and in on every action or approval by written consent of the shareholders stockholders of the Company in lieu of such a meeting with respect to any of the following, Shareholder the Securityholder agrees that it shall, or shall cause the holder of record on any applicable record date to, appear at such meeting, in person or by proxy, or otherwise cause all of such Securityholder’s Subject Shares to be counted as present thereat for purposes of calculating a quorum and vote (or cause to be voted the voted), in person or by proxy, such Securityholder’s Subject Shares or deliver (or cause to be delivered) a written consent in respect of such Subject Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the Shares : (ia) in favor of (i) adoption of the Merger Agreement and approval of the Merger, (xii) each of the Purchase Agreement, the Transaction and the other matters actions contemplated by the Purchase AgreementMerger Agreement in respect of which approval of the Company’s stockholders is requested, and (yiii) any matter proposal or action in furtherance respect of which approval of the Transaction Company’s stockholders is requested that could reasonably be expected to facilitate the Merger and any of the other transactions contemplated by the Purchase Merger Agreement (including, for the avoidance of doubt, any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes for adoption of the Merger Agreement and this Agreementthe transactions contemplated thereby, and including the Merger); and (zb) the waiver against (i) any action, proposal, transaction or agreement that would (A) constitute a breach in any respect of any notice covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of such Securityholder under this Agreement or (B) that reasonably would be expected to Shareholder that may have been prevent, impede, frustrate, interfere with, delay, postpone or may be required relating to adversely affect the Transaction Merger or any of the other transactions contemplated by the Purchase Merger Agreement or this Agreementthe consummation of the Merger or such other transactions, and (ii) against any Alternative Proposal (xas defined in the Merger Agreement) Company Takeover Proposal made by or any Person other than the Purchaser, without regard proposal relating to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover an Alternative Proposal, (yiii) any agreement, amendment of any stock purchase agreement (including the Company’s articles of association or other organizational documents)agreement relating to a merger, consolidation, combination, sale, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries, or any other action that is intended or could reasonably be expected transaction involving the Company (other than the Merger Agreement and the Merger), (iv) any change in the present capitalization or dividend policy of the Company or any amendment or other change to preventthe governing or organizational documents of the Company or any Company Subsidiary (as defined in the Merger Agreement), impede, interfere with, delay, postpone(v) any proposal in opposition to approval of the Merger Agreement or in competition with or materially inconsistent with the Merger Agreement, or discourage the Transaction and any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (zvi) any action, agreement, transaction proposal or proposal action that would result in a material breach of any representation, warranty, covenant, agreement or other obligation of the Companyconditions set forth in Article VII of the Merger Agreement or any obligations of the Company not being fulfilled. The Securityholder agrees not to, and shall cause its Affiliates not to, enter into any agreement, commitment or arrangement with any Person, the Purchased Companies effect of which would be inconsistent with or their Subsidiaries violative of the provisions and agreements contained in the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent)this Article 2.

Agreement to Vote. At every Each Stockholder hereby irrevocably and unconditionally agrees that during the term of this Agreement, at the Company Shareholders Meeting and at any other meeting of the shareholders stockholders of the Company called with respect to Company, however called, including any of the following, and at every adjournment or postponement thereof, and in every action or approval by connection with any written consent of the shareholders stockholders of the Company Company, such Stockholder shall, in lieu each case to the fullest extent that the Covered Shares are entitled to vote thereon or consent thereto and then only to the extent that: such Covered Shares are not purchased in the Offer: (a) appear at each such meeting or otherwise cause the Covered Shares as to which such Stockholder controls the right to vote to be counted as present thereat for purposes of such calculating a meeting with respect to any of the following, Shareholder shall quorum; and (b) vote (or cause to be voted voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of the Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect Covered Shares that are entitled to the Shares vote in each case: (i) in favor of the adoption and approval of (x) the Purchase Agreement, the Transaction Merger and the transactions contemplated thereby, including the plan of merger, and any other matters contemplated action of the stockholders of the Company reasonably requested by the Purchase Agreement, (y) any matter Parent in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Agreement and this Agreement, and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, and thereof; (ii) in favor of any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes to approve and adopt the Merger Agreement; (iii) subject to Sections 5.05 and 6.10 hereof, against any (x) Company Takeover Proposal made by action or agreement that is in opposition to, or competitive or inconsistent with, the Merger or that would result in a breach of any Person other than the Purchaser, without regard to representation or warranty or any recommendation from covenant or agreement of the Company Boards under the Merger Agreement or such Stockholder contained in this Agreement; (iv) subject to shareholders concerning such Company Takeover ProposalSections 5.05 and 6.10 hereof, and without regard to the terms of such Company Takeover Proposal, (y) against any agreement, amendment of any agreement transaction or proposal that relates to a Takeover Proposal or Company Acquisition Agreement; and (including the Company’s articles of association or other organizational documents)v) subject to Sections 5.05 and 6.10 hereof, or against any other action action, agreement or transaction that is intended or could reasonably be expected to prevent, impede, would otherwise materially interfere with, delay, postpone, discourage, frustrate the purposes of or discourage adversely affect the Transaction and any of Merger or the other transactions contemplated by the Purchase Merger Agreement or this Agreement or the performance by such Stockholder of his or its obligations under this Agreement, and including: (zA) any actionextraordinary corporate transaction, agreementsuch as a merger, transaction consolidation or proposal that would result in other business combination involving the Company or its Subsidiaries (other than the Merger); (B) a sale, lease or transfer of a material breach amount of assets of the Company or any representationof its Subsidiaries or any reorganization, warranty, covenant, agreement recapitalization or other obligation liquidation of the Company or any of its Subsidiaries; (C) an election of members to the Board of Directors of the Company, the Purchased Companies or their Subsidiaries ; (D) any change in the Purchase Agreement. Any such vote shall be cast present capitalization or dividend policy of the Company or any amendment or other change to the Company’s certificate of incorporation or bylaws, except if approved by Parent; or (E) any other change in the Company’s corporate structure or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent)business.

Agreement to Vote. At Beginning on the date hereof until the Termination Date (as defined below), at every meeting of the shareholders of Company’s stockholders, including any postponement, recess or adjournment thereof, or in any other circumstance, however called, the Company called Stockholder agrees to, and if applicable, to cause its controlled Affiliates to, affirmatively vote (including via proxy) or execute consents with respect to any of the following, and at every adjournment thereof, and in every action or approval by written consent of the shareholders of the Company in lieu of such a meeting with respect to any of the following, Shareholder shall vote (or cause to be voted (including via proxy) or consents to be executed with respect to) all of the Owned Shares and any additional shares of Common Stock or other voting securities of the Company acquired by the Stockholder or its respective controlled Affiliates after the date hereof and prior to the Termination Date (collectively, and together with the Owned Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the Shares “Covered Shares”) as follows: (ia) in favor of (i) the adoption of the Merger Agreement and the approval of the Merger, including any amended and restated Merger Agreement or amendment to the Merger Agreement that, in any such case, increases the Per Share Price or otherwise results in the Merger Agreement being more favorable to the Company Stockholders than the Merger Agreement in effect as of the date of this Agreement (xexcluding, for avoidance of doubt, any Adverse Amendment), (ii) the Purchase approval of any proposal to adjourn or postpone any Company Stockholder Meeting to a later date if the Company or Parent proposes or requests such postponement or adjournment in accordance with Section 6.4(b) of the Merger Agreement, and (iii) the Transaction approval of any other proposal considered and the other matters contemplated voted upon by the Purchase Agreement, (y) Company Stockholders at any matter in furtherance Company Stockholder Meeting necessary for consummation of the Transaction Merger and any of the other transactions contemplated by the Purchase Agreement and this Merger Agreement, and (zb) the waiver against (i) any proposal, action or agreement that would reasonably be expected to result in a breach of any notice covenant, representation or warranty or other obligation or agreement of the Company contained in the Merger Agreement or that would reasonably be expected to Shareholder that may have been result in any condition set forth in the Merger Agreement not being satisfied or may be required relating not being fulfilled prior to the Transaction Termination Date, (ii) any Acquisition Proposal, (iii) any reorganization, dissolution, liquidation, winding up or similar extraordinary transaction involving the Company (except as contemplated by the Merger Agreement) and (iv) any other action, agreement or proposal which would reasonably be expected to prevent or materially impede or materially delay the consummation of the Merger or any of the other transactions contemplated by the Purchase Merger Agreement or this Agreement(clauses (a) and (b) collectively, the “Supported Matters”). The Stockholder agrees to, and (ii) against any (x) Company Takeover Proposal made agrees to cause its applicable controlled Affiliates to, be present, in person or by any Person other than the Purchaserproxy, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms at every meeting of such Company Takeover Proposal, (y) any agreement, amendment of any agreement (including the Company’s articles of association stockholders, including any postponement, recess or other organizational documents)adjournment thereof, or in any other action circumstance, however called, to vote on the Supported Matters (in the manner described in this Section 1.1) so that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone, or discourage the Transaction and any all of the other transactions contemplated by the Purchase Agreement or this Agreement, and (z) any action, agreement, transaction or proposal that would result in a material breach of any representation, warranty, covenant, agreement or other obligation of the Company, the Purchased Companies or their Subsidiaries in the Purchase Agreement. Any such vote shall Covered Shares will be cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including counted for purposes of determining that the presence of a quorum is at such meeting, or otherwise cause the Covered Shares to be counted as present and threat for the purposes of recording establishing a quorum. For the avoidance of doubt, other than with respect to the Supported Matters, the Stockholder does not have any obligation to vote the Covered Shares in any particular manner and, with respect to such other matters (other than the Supported Matters), the Stockholder shall be entitled to vote (or consent)the Covered Shares in its sole discretion.

Agreement to Vote. At every Subject to the terms of this Agreement, the Shareholder hereby irrevocably and unconditionally agrees that during the term of this Agreement, at the Stockholders’ Meeting and at any other meeting of the shareholders holders of the Company called with respect to Shares, however called, including any of the following, and at every adjournment or postponement thereof, and in every action or approval by connection with any written consent of the shareholders holders of Shares, or in any other circumstance upon which a vote, consent or other approval of the Company holders of Shares is sought, the Shareholder shall, in lieu of each case, to the fullest extent that such a meeting with respect to any matters are submitted for the vote, written consent or approval of the following, Shareholder shall and that the Covered Shares are entitled to vote thereon or consent thereto: (a) appear at any such meeting or otherwise cause the Covered Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of the Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the Covered Shares (iA) in favor of adoption and the approval of (x) the Purchase Agreement, Merger Agreement and any related proposal in furtherance thereof and/or in furtherance of effecting the Transaction Merger and the other matters contemplated by Transactions; (B) against any action or agreement submitted for the Purchase Agreement, (y) any matter in furtherance vote or written consent of the Transaction and holders of Shares that would result in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of the other transactions contemplated by Company under the Purchase Merger Agreement and this Agreementor that is otherwise in opposition to, and (z) or competitive or inconsistent with, the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction Merger or any of the other transactions contemplated by the Purchase Agreement or this Agreement, and Transactions; (iiC) against any extraordinary corporate transaction (x) Company Takeover Proposal made by any Person other than the PurchaserMerger), without regard to any recommendation from such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of all or substantially all of the assets or securities of the Company Boards to shareholders concerning such and any of the Company Takeover Proposal, and without regard Subsidiaries (other than pursuant to the terms of such Company Takeover Proposal, (yMerger) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents), or any other action Alternative Proposal and (D) to the extent reasonably requested by Parent, against any other action, agreement or transaction submitted for the vote or written consent of the holders of Shares that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone, or discourage the Transaction and any of the other transactions contemplated by the Purchase Agreement or this Agreementdiscourage, and (z) any action, agreement, transaction or proposal that would result in a material breach of any representation, warranty, covenant, agreement or other obligation of the Company, the Purchased Companies or their Subsidiaries in the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for frustrate the purposes of recording such vote or adversely affect the consummation of the Merger and the other Transactions (or consentincluding the economic benefits to Parent and Merger Sub of the Merger and the other Transactions) (the matters set forth in clauses (A)-(D) of this Section 2.1(b)., the “Section 2.1

Agreement to Vote. At every Each Shareholder hereby agrees that, from the date hereof until the earlier of (i) the time that the Company Shareholder Approval Threshold has been obtained with respect to all Company Shareholder Approval Matters and no other vote by the Company’s shareholders is required to consummate the transactions contemplated by the Exchange Agreement and (ii) termination of this Agreement in accordance with Section 5.1, at any meeting of the shareholders of the Company called with respect to any of at which the following, and at every adjournment thereof, and in every action or approval by written consent of the shareholders of the Company in lieu of such Shareholder Approval Matters or any other matter requiring a meeting with respect to any vote of the following, Shareholder shall vote or cause Company’s shareholders necessary to be voted consummate the Shares, Exchange and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the Shares (i) in favor of adoption and approval of (x) the Purchase Agreement, the Transaction and the other matters contemplated by the Purchase Agreement, (y) any matter in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Exchange Agreement is to be voted upon, however called, or any adjournment or postponement thereof, such Shareholder shall be present (in person or by proxy) and this Agreementvote (or cause to be voted) all of his Owned Shares at such time: (a) in favor of approval of the Company Shareholder Approval Matters (and in the event that any Company Shareholder Approval Matters are presented as more than one proposal, in favor of each proposal that is part of the Company Shareholder Approval Matters), and (z) the waiver in favor of any notice other matter presented or proposed as to Shareholder that may have been or may be required relating to approval of the Transaction Exchange or any of the part or aspect thereof or any other transactions or matters contemplated by the Purchase Agreement Exchange Agreement; (b) approval of any proposal to adjourn or this Agreementpostpone the meeting to a later date, and if there are not sufficient votes for the approval of the Company Shareholder Approval Matters on the date on which such meeting is held; (iic) against any Acquisition Proposal (x) Company Takeover Proposal made by any Person other than the Purchaserany Acquisition Proposal of Contributor or its Affiliates), without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Acquisition Proposal, (y) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents), or any other transaction, proposal, agreement or action made in opposition to the Exchange, the Exchange Agreement or approval of the Company Shareholder Approval Matters or in competition or inconsistent with the Exchange and the other transactions or matters contemplated by the Exchange Agreement or the Company Shareholder Approval Matters; (d) against any other action, transaction or agreement that is intended or intended, that could reasonably be expected expected, or the effect of which could reasonably be expected, to preventimpair, impede, interfere with, delay, postpone, discourage, adversely affect or discourage inhibit the Transaction and any timely consummation of (i) the Exchange or the other transactions contemplated by the Purchase Exchange Agreement or this Agreement or the performance by Shareholder of its obligations under this Agreement, and or (zii) the ability of Contributor or Company to complete the Exchange; (e) against any action, agreementproposal, transaction or proposal agreement that would reasonably be expected to result in a material breach in any respect of any representation, warranty, covenant, agreement agreement, representation or warranty or any other obligation or agreement of Company or any Group Company contained in the Exchange Agreement, or of Shareholder contained in this Agreement; and (f) in favor of any other matter necessary or desirable to the consummation of the Companytransactions contemplated by the Exchange Agreement, including the Exchange and the Company Shareholder Approval Matters (clauses (a) through (f), collectively, the Purchased Companies or their Subsidiaries in the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure “Required Votes”); provided, however, that it is duly counted, including for purposes expressly agreed that any vote to elect directors of determining that the Company is not a quorum is present and for the purposes of recording such vote (or consent)Required Vote.

Agreement to Vote. At every meeting Each Stockholder hereby irrevocably and unconditionally agrees that, from the Effective Date until the earlier of (a) the shareholders of time that the Company called Stockholder Approval has been obtained or (b) termination of this Agreement in accordance with respect Section 5.1 (the “Agreement Term”), such Stockholder shall (i) take all such actions as may be reasonably required to any cause each of the followingsuch Stockholder’s Owned Shares to be present, and in person or by proxy, at every adjournment thereof, and in every action or approval by written consent of the shareholders of the Company in lieu Stockholder Meeting for purposes of such determining a meeting with respect to quorum and (ii) at any of the following, Shareholder shall Company Stockholder Meeting vote (or cause to be voted the Sharesvoted), and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the Shares extent entitled to vote thereon, all of such Stockholder’s Owned Shares: (iA) in favor of (I) adoption and approval of (x) the Purchase Agreement, the Transaction Merger Agreement and the other matters contemplated by the Purchase Agreement, (y) any matter in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Merger Agreement, including the Merger and (II) the approval of any proposal to adjourn such Company Stockholder Meeting to a later date if there are not sufficient votes for adoption of the Merger Agreement and this Agreement, and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Merger Agreement, including the Merger; and (B) against (I) any Acquisition Proposal, (II) any action that would reasonably be expected to result in a breach of or failure to perform any representation, warranty, covenant or agreement of the Company under the Merger Agreement or of such Stockholder under this Agreement, and (iiIII) against any action that would reasonably be expected to prevent or materially delay or impede the consummation of the transactions contemplated by the Merger Agreement, including the Merger, (xIV) Company Takeover Proposal made by any Person merger agreement or merger (other than the PurchaserMerger Agreement and the Merger), without regard to any recommendation from consolidation, combination, material business transaction, sale of assets, reorganization, recapitalization, dissolution, liquidation or winding up of the Company Boards to shareholders concerning such Company Takeover Proposalor any of its Subsidiaries, and without regard to the terms of such Company Takeover Proposal, (yV) any agreement, amendment of any agreement (including the Company’s articles organizational documents that would reasonably be expected to impair the ability of association the Company, Parent or other organizational documents)Merger Sub to complete the Merger, or any other action that is intended would or could would reasonably be expected to prevent, impede, frustrate, interfere with, delay, postpone, postpone or discourage adversely affect the Transaction and any consummation of the other transactions contemplated by Merger; (C) provided, for the Purchase avoidance of doubt, nothing in this Agreement shall require any Stockholder to vote in any manner with respect to any amendment to the Merger Agreement that (i) decreases the Per Share Merger Consideration or this Agreement, and (z) any action, agreement, transaction or proposal that would result in a material breach changes the form of any representation, warranty, covenant, agreement or other obligation the Per Share Merger Consideration payable to stockholders of the Company, ; (ii) imposes any material restrictions or any additional conditions on the Purchased Companies consummation of the Merger or their Subsidiaries in the Purchase Agreement. Any such vote shall be cast payment of the Merger Consideration to stockholders of the Company; or (or consent shall be giveniii) by Shareholder in accordance with extends the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent)End Date.

Agreement to Vote. At every Each Stockholder hereby agrees that during the term of this Agreement, at the Stockholders Meeting, and any other meeting of the shareholders stockholders of the Company called with respect to vote on any of the followingProposals, Recapitalization Transactions, the Definitive Documents and at every any other transactions contemplated thereby, however called, including, in each case, any adjournment or postponement thereof, and or in every action or approval by connection with any written consent of the shareholders stockholders of the Company Company, such Stockholder shall, and shall cause its affiliates to, in lieu each case to the fullest extent that such Stockholder’s Covered Shares are entitled to vote thereon or consent thereto: (a) appear at each such meeting or otherwise cause such Stockholder’s Covered Shares to be cast or provide such consent, in each case, in accordance with the applicable procedures relating thereto so as to ensure that all such Covered Shares are duly counted, including for purposes of such calculating a meeting with respect to any of the following, Shareholder shall quorum; and (b) vote (or cause to be voted the Sharesvoted), and shall execute and in person or by proxy, or deliver (or cause to be delivered) an irrevocable written consents and otherwise exercise consent (coupled with an interest) covering, all voting and other rights of Shareholder with respect to the such Stockholder’s Covered Shares (i) in favor of adoption and the approval of (x) the Purchase AgreementProposals, and, if applicable, the Transaction Recapitalization Transactions and the other matters contemplated by the Purchase Agreement, (y) any matter in furtherance adoption of the Transaction Definitive Documents and any of the other transactions contemplated by thereby (including, without limitation, for the Purchase Agreement and this Agreement, and (z) the waiver of any notice to Shareholder that may have been or may be required relating appointment to the Transaction or any board of directors of the nominees of each Investor as set forth in the Definitive Documents) and any other transactions contemplated action reasonably requested by any Investor or the Purchase Agreement or this Agreement, and Company in furtherance thereof; (ii) against any (x) Company Takeover Proposal made by action, proposal, transaction or agreement that would reasonably be expected to result in the failure of the Proposals to be approved or any Person other than the Purchaser, without regard to breach in any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment respect of any agreement (including the Company’s articles of association covenant, representation or other organizational documents), warranty or any other action obligation or agreement of the Company contained in the Definitive Documents, or of any Stockholder contained in this Agreement; and (iii) against any action, agreement or transaction that is intended intended, or could reasonably be expected expected, to prevent, materially impede, interfere with, delay, postpone, discourage or discourage adversely affect the Transaction and Stockholders Meeting, the Proposals or the Recapitalization Transactions or the adoption of the Definitive Documents or any of the other transactions contemplated thereby or by the Purchase this Agreement or the performance by such Stockholder of its obligations under this Agreement, and including, without limitation: (zA) any actionextraordinary corporate transaction, agreementsuch as a merger, transaction consolidation, tender offer or proposal that would result in other business combination involving the Company or its Subsidiaries or any shares of Common Stock or other equity interests or voting stock of the Company or its Subsidiaries (other than as expressly contemplated by the Definitive Documents); (B) a Transfer of a material breach amount of assets of the Company or any representationof its Subsidiaries or a reorganization, warrantyrecapitalization, covenantdissolution, agreement winding-up or other obligation liquidation of the Company or any of its Subsidiaries; (C) an election of new members to the board of directors of the Company, other than nominees to the Purchased Companies or their Subsidiaries board of directors of the Company who are serving as directors of the Company on the date of this Agreement and the nominees to the board of directors of each Investor as set forth in the Purchase AgreementDefinitive Documents; (D) any change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s articles of incorporation or bylaws, except if approved by the Company and each Investor; or (E) any other material change in the Company’s corporate structure or business. Any such vote Each Stockholder covenants that it shall not, and shall cause its affiliates not to, commit or agree to take any action inconsistent with the foregoing; provided, however, that the Company shall be cast (or consent shall be given) by Shareholder permitted to consider and pursue an Alternative Financing as described in accordance with and subject to the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for provisions in the purposes of recording such vote (or consent)Support Agreement.

Agreement to Vote. At every Prior to the Termination Date (as defined herein), each Shareholder irrevocably and unconditionally agrees that it shall at any meeting of the Shareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, or in connection with any action by written consent of shareholders of the Company called with respect (x) when a meeting is held, appear at such meeting or otherwise cause the Covered Shares to any be counted as present thereat for the purpose of the followingestablishing a quorum, and at every adjournment thereofrespond to each request by the Company for written consent, if any, and in every action (y) vote (or approval by written consent of the shareholders of the Company in lieu of such a meeting with respect to any of the followingconsent), Shareholder shall vote or cause to be voted the Shares, and shall at such meeting (or validly execute and deliver written consents return and otherwise exercise all voting and other rights of Shareholder cause such consent to be granted with respect to), all Covered Shares (to the extent such Covered Shares may be voted) (i) in favor of adoption and the Merger, the approval of (x) the Purchase Agreement, the Transaction Merger Agreement and the terms thereof and any other matters contemplated by the Purchase Agreement, (y) any matter in furtherance necessary for consummation of the Transaction Merger and any of the other transactions contemplated in the Merger Agreement (whether or not recommended by the Purchase Agreement and this Agreement, and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this AgreementCompany Board), and (ii) against (A) any Acquisition Proposal, (xB) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between the Company Takeover Proposal made by and any other Person (other than the PurchaserMerger), without regard (C) any action or agreement that would reasonably be expected to result in any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard condition to the terms consummation of such Company Takeover Proposalthe Merger set forth in Article 6 of the Merger Agreement not being fulfilled, (yD) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents), or any other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone, postpone or discourage adversely affect the Transaction and any of Merger or the other transactions contemplated by the Purchase Merger Agreement or this Agreement, and (zE) any actionchange in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s certificate of incorporation or bylaws, agreementexcept if approved by Parent (collectively, transaction the “Covered Proposals”). Notwithstanding the foregoing, nothing in this Agreement shall require any Shareholder to vote or proposal otherwise consent to any amendment to the Merger Agreement or the taking of any action that would could result in the amendment, modification or a material breach waiver of a provision therein, in any representationsuch case, warrantyin a manner that decreases the amount or changes the form of the Merger Consideration. Except as expressly set forth in this Section 1 with respect to Covered Proposals, covenantShareholders shall not be restricted from voting in favor of, agreement against or abstaining with respect to any other obligation matter presented to the shareholders of the Company, the Purchased Companies or their Subsidiaries in the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent).

Agreement to Vote. At every Each Shareholder, by this Agreement, solely with respect to such Shareholder’s Shares and in such Shareholder’s capacity as a shareholder of the Company, severally and not jointly, hereby agrees (and agrees to execute such documents or certificates evidencing such agreement as HYAC may reasonably request in connection therewith), if (and only if) each of the Approval Conditions shall have been met, to vote, in person, by proxy or voting card (and to be counted as present thereat for purposes of calculating a quorum), at any meeting of the shareholders of the Company called with respect to (including any of the following, and at every adjournment or postponement thereof), and in every any action or approval by written consent of the shareholders of the Company in lieu Company, all of such a meeting with respect to any of the following, Shareholder shall vote or cause to be voted the Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the Shareholder’s Shares (ia) in favor of the approval and adoption and approval of (x) the Purchase AgreementBCA, the Transaction Documents, and the other matters contemplated by the Purchase Agreement, (y) any matter in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Agreement BCA and this Agreementthe Transaction Documents, and including the Second Merger, (zb) the waiver in favor of any notice to Shareholder that may have been or may be required relating other matter reasonably necessary to the Transaction or any consummation of the other transactions contemplated by the Purchase Agreement BCA and considered and voted upon by the shareholders of the Company, (c) in favor of any proposal to adjourn or this Agreementpostpone to a later date any meeting of the shareholders of the Company at which any of the foregoing matters are submitted for consideration and vote of the shareholders of the Company if there are not sufficient votes for approval of any such matters on the date on which the meeting is held, and (iid) against any action, agreement or transaction (x) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from BCA or the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (ytransactions contemplated thereby) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents), or any other action proposal that is intended or could would reasonably be expected to (i) prevent, impede, interfere with, delay, postpone, or discourage adversely affect in any material respect the Transaction and any of the other transactions contemplated by the Purchase Agreement BCA or this Agreement, and any Transaction Document or (zii) any action, agreement, transaction or proposal that would result in a material breach of any representation, warranty, covenant, agreement or other obligation of the Company, the Purchased Companies or their Subsidiaries in the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent).failure

Agreement to Vote. At every Each Stockholder hereby irrevocably and unconditionally agrees that during the term of this Agreement, at the Stockholders Meeting and at any other meeting of the shareholders stockholders of the Company called with respect to Company, however called, including any of the following, and at every adjournment or postponement thereof, and in every action or approval by connection with any written consent of the shareholders stockholders of the Company Company, such Stockholder shall, in lieu each case to the fullest extent that the Covered Shares are entitled to vote thereon or consent thereto: (a) appear at each such meeting or otherwise cause the Covered Shares as to which such Stockholder controls the right to vote to be counted as present thereat for purposes of such calculating a meeting with respect to any of the following, Shareholder shall quorum; and (b) vote (or cause to be voted voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, not less than 14,362,153 Covered Shares in the Sharescase of Corvina and 126 Covered Shares in the case of Cortaire, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect that are entitled to the Shares vote in each case: (i) in favor of the adoption and of the Merger Agreement, approval of (x) the Purchase Agreement, Merger or any other action of the Transaction and stockholders of the other matters contemplated Company reasonably requested by the Purchase Agreement, (y) any matter Parent in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Agreement and this Agreement, and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, and thereof; (ii) against any (x) Company Takeover Proposal made by any Person other than action or agreement that is in opposition to, or competitive or inconsistent with, the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment Merger or that would result in a breach of any agreement (including the Company’s articles of association covenant, representation or other organizational documents), warranty or any other action obligation or agreement of such Stockholder contained in this Agreement; (iii) against any Acquisition Proposal; and (iv) against any other action, agreement or transaction that is intended or could reasonably be expected to prevent, impede, would otherwise materially interfere with, delay, postpone, discourage, frustrate the purposes of or discourage adversely affect the Transaction and any of Merger or the other transactions contemplated by the Purchase Merger Agreement or this Agreement or the performance by such Stockholder of its obligations under this Agreement, and including: (zA) any actionextraordinary corporate transaction, agreementsuch as a merger, transaction consolidation or proposal that would result in other business combination involving the Company or its Subsidiaries (other than the Merger); (B) a sale, lease or transfer of a material breach amount of assets of the Company or any representationof its Subsidiaries or any reorganization, warranty, covenant, agreement recapitalization or other obligation liquidation of the Company or any of its Subsidiaries; (C) an election of members to the board of directors of the Company, other than nominees to the Purchased Companies board of directors of the Company that are directors of the Company on the date of this Agreement or their Subsidiaries in the Purchase Agreement. Any elected or appointed by such vote shall be cast (directors or consent shall be given) by Shareholder committees thereof or in accordance with the procedures relating thereto so as Stockholders’ Agreement; (D) any change in the present capitalization or dividend policy of the Company or any amendment or other change to ensure that it is duly countedthe Company’s certificate of incorporation or bylaws, including for purposes of determining that a quorum is present and for except if approved by Parent; or (E) any other change in the purposes of recording such vote (Company’s corporate structure or consent)business.

Agreement to Vote. At every From and after the date hereof until the earlier to occur of (a) the Effective Time and (b) the termination of the Merger Agreement pursuant to and in compliance with the terms therein (such earlier date, the “Expiration Date”), each Stockholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at any annual or special meeting of the shareholders of the Company called with respect to Company’s stockholders, however called, including any of the following, and at every adjournment or postponement thereof, and in every connection with any action or approval proposed to be taken by written consent of the shareholders Company’s stockholders, each Stockholder shall, in each case to the fullest extent that Stockholder’s Shares are entitled to vote thereon: (i) appear at each such meeting or otherwise cause all of the Company its Shares to be counted as present thereat for purposes of determining a quorum and (ii) be present (in lieu of such a meeting with respect to any of the following, Shareholder shall person or by proxy) and vote or cause to be voted the Shares(including by proxy or written consent, and shall execute and deliver written consents and otherwise exercise if applicable) all voting and other rights of Shareholder with respect to the such Shares (iA) in favor of adoption and approval of (x1) the Purchase Agreement, the Transaction Merger Agreement and the other matters contemplated by the Purchase Agreement, (y) any matter in furtherance of the Transaction Merger and any of the other transactions contemplated by the Purchase Merger Agreement and this Agreement(2) any proposal to adjourn or postpone such meeting of stockholders of the Company to a later date if there are not sufficient votes to approve the Merger, (B) against any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, and (zC) against any action, proposal, transaction or agreement that is intended, or would reasonably be likely to prevent, materially impede, materially delay or otherwise materially and adversely affect the waiver of any notice Company’s, Parent’s or Merger Sub’s ability to Shareholder that may have been or may be required relating to timely consummate the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Merger Agreement, and (ii) against any (x) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documentsMerger (clauses (A) through (C), or any other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone, or discourage the Transaction and any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (z) any action, agreement, transaction or proposal that would result in a material breach of any representation, warranty, covenant, agreement or other obligation of the Company, the Purchased Companies or their Subsidiaries in the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent“Required Votes”).

Agreement to Vote. At Each Securityholder hereby unconditionally and irrevocably agrees that, during the Voting Period, at every meeting of the shareholders stockholders of the Company called with respect to any of the following, and at every adjournment or postponement thereof, and in on every action or approval by written consent of the shareholders stockholders of the Company in lieu of such a meeting with respect to any of the following, Shareholder the Securityholder agrees that it shall, or shall cause the holder of record on any applicable record date to, appear at such meeting, in person or by proxy, or otherwise cause all of such Securityholder’s Subject Shares to be counted as present thereat for purposes of calculating a quorum and vote (or cause to be voted the voted), in person or by proxy, such Securityholder’s Subject Shares or deliver (or cause to be delivered) a written consent in respect of such Subject Shares, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the Shares : (ia) in favor of (i) adoption of the Merger Agreement and approval of the Merger, (xii) each of the Purchase Agreement, the Transaction and the other matters actions contemplated by the Purchase AgreementMerger Agreement in respect of which approval of the Company’s stockholders is requested, and (yiii) any matter proposal or action in furtherance respect of which approval of the Transaction Company’s stockholders is requested that could reasonably be expected to facilitate the Merger and any of the other transactions contemplated by the Purchase Merger Agreement (including, for the avoidance of doubt, any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes for adoption of the Merger Agreement and this Agreementthe transactions contemplated thereby, and including the Merger); and (zb) the waiver against (i) any action, proposal, transaction or agreement that would (A) constitute a breach in any respect of any notice covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of such Securityholder under this Agreement or (B) that reasonably would be expected to Shareholder that may have been prevent, impede, frustrate, interfere with, delay, postpone or may be required relating to adversely affect the Transaction Merger or any of the other transactions contemplated by the Purchase Merger Agreement or this Agreementthe consummation of the Merger or such other transactions, and (ii) against any Acquisition Proposal (xas defined in the Merger Agreement) Company Takeover Proposal made by or any Person other than the Purchaser, without regard proposal relating to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover an Acquisition Proposal, (yiii) any agreement, amendment of any stock purchase agreement (including the Company’s articles of association or other organizational documents)agreement relating to a merger, consolidation, combination, sale, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries, or any other action that is intended or could reasonably be expected transaction involving the Company (other than the Merger Agreement and the Merger), (iv) any change in the present capitalization or dividend policy of the Company or any amendment or other change to preventthe governing or organizational documents of the Company or any Company Subsidiary (as defined in the Merger Agreement), impede, interfere with, delay, postpone(v) any proposal in opposition to approval of the Merger Agreement or in competition with or materially inconsistent with the Merger Agreement, or discourage the Transaction and any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (zvi) any action, agreement, transaction proposal or proposal action that would result in a material breach of any representation, warranty, covenant, agreement or other obligation of the Companyconditions set forth in Article VIII of the Merger Agreement or any obligations of the Company not being fulfilled. The Securityholder agrees not to, and shall cause its Affiliates not to, enter into any agreement, commitment or arrangement with any Person, the Purchased Companies effect of which would be inconsistent with or their Subsidiaries violative of the provisions and agreements contained in the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent)this Article 2.

Agreement to Vote. At every Each Class B Holder hereby irrevocably and unconditionally agrees (a) to vote at any meeting of the shareholders of the Company called with respect to any of the following, and at every adjournment thereof10X, and in every any action or approval by written consent resolution of the shareholders of the Company in lieu 10X, all of such a meeting Class B Holder’s 10X Class B Shares (together with respect to any other equity securities of 10X that such Class B Holder holds of record or beneficially, as of the followingdate of this Agreement, Shareholder shall vote or cause to be voted acquires record or beneficial ownership after the Sharesdate hereof, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to collectively, the Shares “Subject 10X Equity Securities”) (i) in favor of adoption the Proposals and approval of (ii) against, and withhold consent with respect to, any other matter, action or proposal that would reasonably be expected to result in (x) a breach of any of the Purchase Agreement10X’s or Merger Sub’s covenants, agreements or obligations under the Transaction and the other matters contemplated by the Purchase Agreement, Merger Agreement or any Ancillary Agreement or (y) any matter in furtherance of the Transaction and conditions to the Closing set forth in Sections 9.01, 9.02 or 9.03 of the Merger Agreement not being satisfied, (b) if a meeting is held in respect of the matters set forth in clause (a), to appear at the meeting, in person or by proxy, or otherwise cause all of such Class B Holder’s Subject 10X Equity Securities to be counted as present thereat for purposes of establishing a quorum, (c) not to redeem, elect to redeem or tender or submit any of its Subject 10X Equity Securities for redemption in connection with such shareholder approval, the Merger or any other transactions contemplated by the Merger Agreement, (d) not to, directly or indirectly, (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) that constitutes a Competing Proposal; (ii) furnish or disclose any non-public information about 10X to any Person in connection with a Competing Proposal; (iii) enter into any Contract or other arrangement or understanding regarding a Competing Proposal; or (iv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Class B Holder shall (A) notify Sparks Energy promptly upon receipt of any Competing Proposal by the Class B Holder, and describe the material terms and conditions of any such offer in reasonable detail (including the identity of the Persons making such Competing Proposal) and (B) keep Sparks Energy reasonably informed on a current basis of any modifications to such offer or information. Prior to any valid termination of the Merger Agreement, each Class B Holder shall take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary under applicable Laws to consummate the Merger and the other transactions contemplated by the Purchase Merger Agreement and this Agreement, on the terms and (z) the waiver of any notice to Shareholder that may have been or may be required relating subject to the Transaction or any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (ii) against any (x) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents), or any other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone, or discourage the Transaction and any of the other transactions contemplated by the Purchase Agreement or this Agreement, and (z) any action, agreement, transaction or proposal that would result in a material breach of any representation, warranty, covenant, agreement or other obligation of the Company, the Purchased Companies or their Subsidiaries in the Purchase Agreement. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent)conditions set forth therein.