Common use of Agreement to Vote Clause in Contracts

Agreement to Vote. Subject to the terms and conditions hereof, Shareholder irrevocably and unconditionally agrees that from and after the date hereof and until the earliest to occur of (x) the Effective Time, (y) the termination of the Merger Agreement in accordance with its terms and (z) any reduction in the amount, or any change in the form, of the consideration to be paid to the shareholders pursuant to the Merger Agreement without the written consent of the Shareholder ( such earlier time, the “Expiration Time”), (i) at any meeting (whether annual or special, and at each adjourned or postponed meeting) of the Company’s Shareholders, however called, or in connection with any written consent of the Company’s Shareholders (a “Shareholder Meeting”), Shareholder will vote, or cause to be voted (including by written consent, if applicable), all of such Shareholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities (I) in favor of the approval of the Merger Agreement (whether or not recommended by the Board of Directors of the Company or any committee thereof) and the approval of the transactions contemplated thereby, including the Merger, (II) in favor of the approval of any other matter that is required by applicable Law or a Governmental Entity to be approved by the Shareholders of the Company to facilitate the transactions contemplated by the Merger Agreement, including the Merger, (III) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the approval thereof or the consummation thereof, (IV) against any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger set forth in Articles VI, VII or VIII of the Merger Agreement not being fulfilled, and (V) against any other action that would reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or result in a breach of any of the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement, which would materially and adversely affect the Company or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreement prior to the Termination Date and (ii) at any Shareholder Meeting, Shareholder will (x) appear at such meeting or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, to be present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote, or cause to be voted (including by written consent) all of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against (A) any Acquisition Proposal and (B) any extraordinary dividend by the Company or change in the capital structure of the Company in each case except for the Merger Agreement.

Agreement to Vote. Subject (a) From the date hereof until the Termination Date in accordance with Section 8 (the “Voting Period”), at every meeting of the stockholders of Inuvo called with respect to any of the terms following, and conditions hereofat every adjournment or postponement thereof, Shareholder and on every action or approval by written consent of the stockholders of Inuvo with respect to any of the following, the Stockholder hereby irrevocably and unconditionally agrees that from and after the date hereof and until the earliest to occur of (x) the Effective Time, (y) the termination of the Merger Agreement in accordance with its terms and (z) any reduction in the amount, or any change in the form, of the consideration to be paid to the shareholders pursuant to the Merger Agreement without the written consent of the Shareholder ( such earlier time, the “Expiration Time”), present (iin person or by proxy) at any meeting and vote (whether annual or special, and at each adjourned or postponed meeting) of the Company’s Shareholders, however called, or in connection with any written consent of the Company’s Shareholders (a “Shareholder Meeting”), Shareholder will vote, or cause to be voted voted), or (including by with respect to any written consent, if applicable)consent solicitation) deliver (or cause to be delivered) a written consent with respect to, all of such Shareholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities the Subject Shares (Ias defined below): (A) in favor of the approval adoption of the Merger Agreement (whether or not recommended by the Board of Directors of the Company or any committee thereof) and the approval of the transactions contemplated thereby, including the Inuvo Merger, and any related proposal in furtherance thereof; (IIB) in favor of any proposal to adjourn or postpone the approval Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any other matter that is required by applicable Law or a Governmental Entity necessary to be approved by the Shareholders of the Company to facilitate consummate the transactions contemplated by the Merger Agreement, including the Merger, ; and (IIID) against the following actions: (1) any proposal made in opposition tomerger, tender offer, exchange offer, sale of all or in competition substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or inconsistent withsimilar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Merger or the Merger Agreement, including the approval thereof or the consummation thereof, Mergers and (IV2) against any other action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger set forth in Articles VIimpede, VII or VIII of the Merger Agreement not being fulfilled, and (V) against any other action that would reasonably be expected to impedefrustrate, interfere with, delay, postpone or attempt to discourage adversely affect the consummation of the transactions Mergers or any other transaction contemplated by the Merger Agreement, including the Merger, or result in a breach of any of consummation thereof. The Stockholder retains the covenants, representations, warranties or authority to vote on all other obligations or agreements of the Company under the Merger Agreement, which would materially and adversely affect the Company or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreement prior to the Termination Date and (ii) at any Shareholder Meeting, Shareholder will (x) appear at such meeting or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, to be present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote, or cause to be voted (including by written consent) all of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against (A) any Acquisition Proposal and (B) any extraordinary dividend by the Company or change in the capital structure of the Company in each case except for the Merger Agreementmatters.

Agreement to Vote. Subject to the terms and conditions hereof, Shareholder Each Stockholder hereby irrevocably and unconditionally agrees that from and after that, subject to the date hereof and terms of this Agreement, until the earliest Termination Date, at any annual or special meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to occur be taken by written consent of the stockholders of the Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (xa) the Effective Timeappear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum; and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (yor cause to be delivered) the termination a written consent with respect to, all of such Subject Shares (i) unless the Merger Agreement has been validly terminated in accordance with its terms and (z) any reduction in the amountterms, or any change in the form, of the consideration to be paid to the shareholders pursuant to the Merger Agreement without the written consent of the Shareholder ( such earlier time, the “Expiration Time”), (i) at any meeting (whether annual or special, and at each adjourned or postponed meeting) of the Company’s Shareholders, however called, or in connection with any written consent of the Company’s Shareholders (a “Shareholder Meeting”), Shareholder will vote, or cause to be voted (including by written consent, if applicable), all of such Shareholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities (I) in favor of the approval of the Merger Agreement (whether or not recommended by the Board of Directors of the Company or any committee thereof) and the approval of the transactions contemplated thereby, including the Merger, (II) in favor of the approval of any other matter that is required by applicable Law or a Governmental Entity to be approved by the Shareholders of the Company to facilitate the transactions contemplated by the Merger Agreement, including the Merger, (III) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the approval thereof or the consummation thereof, (IV) against any action or agreement that is intended or would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of any Stockholder contained in this Agreement or (B) result in any condition to the consummation of the Merger conditions set forth in Articles VI, VII Article 7 or VIII Annex I of the Merger Agreement not being fulfilled, and satisfied in a timely manner; (Vii) against any Acquisition Proposal or any action in furtherance of a specific Acquisition Proposal and (iii) unless the Merger Agreement has been validly terminated in accordance with its terms, against any other action action, agreement or transaction involving the Company or any Company Subsidiary that is intended or would reasonably be expected to impede, interfere with, delay, postpone postpone, adversely affect or attempt to discourage prevent the consummation of the Offer or the Merger or the other transactions contemplated by the Merger Agreement, including the Merger(x) any extraordinary corporate transaction, or result in such as a breach of any of the covenantsmerger, representations, warranties consolidation or other obligations business combination involving the Company (other than the Transactions); (y) a sale, lease, license or agreements transfer of a material amount of assets of the Company under or any reorganization, recapitalization or liquidation of the Merger Agreement, which would materially and adversely affect Company; or (z) any change in the present capitalization of the Company or Parent any amendment or their respective abilities to consummate the transactions contemplated by the Merger Agreement prior other change to the Termination Date Company Charter Documents as in effect on the date hereof. No Stockholder shall agree or commit to take any action inconsistent with the foregoing. Subject to the proxy granted under Section 1.3 below, each Stockholder shall retain at all times the right to vote the Subject Shares (with respect to which the Stockholder is entitled to vote) in such Stockholder’s sole discretion, and (ii) without any other limitation, on any matters other than those set forth in this Section 1.2 that are at any Shareholder Meeting, Shareholder will (x) appear at such meeting time or otherwise cause its Owned Securities, and will use Shareholderfrom time to time presented for consideration to the Company’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, to be present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote, or cause to be voted (including by written consent) all of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against (A) any Acquisition Proposal and (B) any extraordinary dividend by the Company or change in the capital structure of the Company in each case except for the Merger Agreementstockholders generally.

Agreement to Vote. Subject to Stockholder, solely in his capacity as a stockholder and not as a director, officer or employee of the terms and conditions hereofCompany, Shareholder irrevocably and unconditionally hereby agrees that from and after the date hereof and that, until the earliest to occur of Termination Date (x) the Effective Time, (y) the termination of the Merger Agreement as defined in accordance with its terms and (z) any reduction in the amount, or any change in the form, of the consideration to be paid to the shareholders pursuant to the Merger Agreement without the written consent of the Shareholder ( such earlier time, the “Expiration Time”Section 9), (i) at any meeting (whether annual or special, and at each adjourned or postponed meeting) of the stockholders of the Company’s Shareholders, however called, or in connection with any written consent of called at which the Company’s Shareholders (following matters are considered for a “Shareholder Meeting”), Shareholder will vote, Stockholder shall vote (or cause to be voted voted) the Stockholder Shares (including by written consent, if applicable), all of such Shareholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities (Ia) in favor of the approval Merger, the execution and delivery by the Company of the Merger Agreement (whether or not recommended by the Board of Directors of the Company or any committee thereof) and the approval of the transactions contemplated thereby, including the Merger, (II) in favor terms thereof and each of the approval of any other matter that is required by applicable Law or a Governmental Entity to be approved by the Shareholders of the Company to facilitate the transactions actions contemplated by the Merger Agreement, including the Merger, Agreement and this Agreement and any actions required in furtherance hereof and thereof; (III) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the approval thereof or the consummation thereof, (IVb) against any action or agreement that would reasonably be expected to result in a breach of any condition to the consummation covenant, representation or warranty or any other obligation or agreement of the Merger set forth in Articles VI, VII or VIII of Company under the Merger Agreement not being fulfilled, or this Agreement; and (Vc) except as specifically requested or agreed to in writing by Parent in advance, against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company; (ii) a sale, lease or transfer of a material amount of assets of the Company or reorganization, recapitalization, dissolution or liquidation of the Company; and (iii)(A) any change in the majority of the board of directors of the Company; (B) any change in the present capitalization of the Company or any amendment of the Company's Certificate of Incorporation or By-Laws; (C) any other material change in the Company's corporate structure or business; or (D) any other action that would which is intended, or could reasonably be expected expected, to impede, interfere with, delay, postpone postpone, discourage or attempt to discourage the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or result in a breach of any of the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement, which would materially and adversely affect the Company Offer, the Merger or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreement or this Agreement. Stockholder shall not enter into any agreement with or grant any proxy to any person or entity prior to the Termination Date and to vote or give instructions in any manner inconsistent with clauses (i), (ii) at any Shareholder Meeting, Shareholder will or (xiii) appear at such meeting or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, to be present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote, or cause to be voted (including by written consent) all of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are preceding sentence. The foregoing shall not Owned Securities, against (A) limit or prohibit Stockholder from entering into any Acquisition Proposal and (B) any extraordinary dividend by the Company agreement simultaneously with or change in the capital structure after termination of the Company in each case except for the Merger this Agreement.

Agreement to Vote. (a) From the date hereof until the termination of this Agreement in accordance with Article V, except to the extent waived in writing by Parent in its sole discretion, at any meeting of the shareholders of the Company (including the Shareholders Meeting), however called, or at any adjournment, recess or postponement thereof, or in any other circumstances upon which a vote, consent or other approval of the shareholders of the Company with respect to the Merger and the Transactions is sought, the Shareholder hereby irrevocably and unconditionally agrees to vote (or cause to be voted), in person or by proxy, all of such Shareholder’s Subject Shares: (i) in favor of (A) the adoption of the Merger Agreement and the approval of the Merger and the Transactions and (B) any proposal to adjourn or postpone any meeting of the shareholders of the Company to a later date if there are not sufficient votes for adoption and approval of the proposals in the preceding clause (i)(A), and (ii) against the following actions (other than the Merger and the Transactions): (A) any Acquisition Proposal; (B) any other merger, tender offer, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving the Company, any of its Subsidiaries or any Company Joint Venture Entity and any other Person; (C) any amendment of the Company’s articles of incorporation or by-laws, except as contemplated by the Merger Agreement; or (D) any other agreement, action, transaction or proposal that (1) would reasonably be expected to result in (x) a material breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or (y) a breach of any covenant, representation or warranty or any other obligation or agreement of the Shareholder contained in this Agreement, or (2) is intended, or would reasonably be expected, to prevent, or materially impede, interfere with, hinder, delay, discourage, inhibit, postpone or adversely affect the consummation of the Merger or any of the Transactions. Subject to the terms and conditions hereof, the Shareholder irrevocably and unconditionally agrees that from and after the date hereof and until the earliest shall not enter into any Contract with any Person prior to occur of (x) the Effective Time, (y) the termination of the Merger this Agreement in accordance with its terms Article V to vote in any manner inconsistent herewith. Such Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and (z) without any reduction other limitation, on any matters other than those expressly set forth in the amount, this Section 1.1 that are at any time or any change in the form, of the from time to time presented for consideration to be paid the Company’s shareholders generally (including, for the avoidance of doubt, regarding operational matters). Notwithstanding the foregoing, nothing in this Agreement shall require the Shareholder to the shareholders pursuant vote or otherwise consent to any amendment to the Merger Agreement without the written consent of the Shareholder ( such earlier time, the “Expiration Time”), (i) at any meeting (whether annual or special, and at each adjourned or postponed meeting) of the Company’s Shareholders, however called, or in connection with any written consent of the Company’s Shareholders (a “Shareholder Meeting”), Shareholder will vote, or cause to be voted (including by written consent, if applicable), all of such Shareholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities (I) in favor of the approval of the Merger Agreement (whether or not recommended by the Board of Directors of the Company or any committee thereof) and the approval of the transactions contemplated thereby, including the Merger, (II) in favor of the approval of any other matter that is required by applicable Law or a Governmental Entity to be approved by the Shareholders of the Company to facilitate the transactions contemplated by the Merger Agreement, including the Merger, (III) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the approval thereof or the consummation thereof, (IV) against any action or agreement that would reasonably be expected to result in any condition decrease in the amount, or change to the consummation form, of the Per Share Merger set forth in Articles VI, VII or VIII of the Merger Agreement not being fulfilled, and (V) against any other action that would reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or result in a breach of any of the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement, which would materially and adversely affect the Company or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreement prior to the Termination Date and (ii) at any Shareholder Meeting, Shareholder will (x) appear at such meeting or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, to be present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote, or cause to be voted (including by written consent) all of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against (A) any Acquisition Proposal and (B) any extraordinary dividend by the Company or change in the capital structure of the Company in each case except for the Merger AgreementConsideration.

Agreement to Vote. Subject (a) From the date hereof until the Expiration Date, at every meeting of the stockholders of the Company called with respect to any of the terms following, and conditions hereofat every adjournment or postponement thereof, Shareholder and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, the Stockholder hereby irrevocably and unconditionally agrees that from and after the date hereof and until the earliest to occur of (x) the Effective Time, (y) the termination of the Merger Agreement in accordance with its terms and (z) any reduction in the amount, or any change in the form, of the consideration to be paid to the shareholders pursuant to the Merger Agreement without the written consent of the Shareholder ( such earlier time, the “Expiration Time”), present (iin person or by proxy) at any meeting and vote (whether annual or special, and at each adjourned or postponed meeting) of the Company’s Shareholders, however called, or in connection with any written consent of the Company’s Shareholders (a “Shareholder Meeting”), Shareholder will vote, or cause to be voted voted), or (including by with respect to any written consent, if applicable)consent solicitation) deliver (or cause to be delivered) a written consent with respect to, all of such Shareholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities the Subject Shares: (IA) in favor of the approval adoption of the Merger Agreement (whether or not recommended by the Board of Directors of the Company or any committee thereof) and the approval of the transactions contemplated thereby, including the Merger, and any related proposal in furtherance thereof; (IIB) in favor of any proposal to adjourn or postpone the approval Company Stockholder Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Company Stockholder Meeting to constitute a quorum, (C) in favor of any other matter that is required by applicable Law or a Governmental Entity necessary to be approved by the Shareholders of the Company to facilitate consummate the transactions contemplated by the Merger Agreement, including the Merger, Agreement and (IIID) against the following actions: (1) any proposal made in opposition tomerger, tender offer, exchange offer, sale of all or in competition substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or inconsistent withsimilar transaction or series of transactions involving the Company, any of its Subsidiaries and any other Person (including any Acquisition Proposal), other than the Merger or the Merger Agreement, including the approval thereof or the consummation thereof, and (IV2) against any other action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger set forth in Articles VIimpede, VII or VIII of the Merger Agreement not being fulfilled, and (V) against any other action that would reasonably be expected to impedefrustrate, interfere with, delay, postpone or attempt to discourage adversely affect the consummation of the transactions Merger or any other transaction contemplated by the Merger Agreement, including the Merger, or result in a breach of any of the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement, which would materially and adversely affect the Company or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreement prior to the Termination Date and (ii) at any Shareholder Meeting, Shareholder will (x) appear at such meeting or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, to be present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote, or cause to be voted (including by written consent) all of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against (A) any Acquisition Proposal and (B) any extraordinary dividend by the Company or change in the capital structure of the Company in each case except for the Merger Agreementconsummation thereof.

Agreement to Vote. Subject to (a) During the terms and conditions hereofTerm (as defined herein), Shareholder irrevocably and unconditionally agrees that from and after the date hereof and until the earliest to occur of (x) the Effective Time, (y) the termination at any duly called meeting of the Merger Agreement in accordance with its terms and (z) any reduction in the amount, or any change in the form, shareholders of the consideration to be paid to the shareholders pursuant to the Merger Agreement without the written consent of the Shareholder ( such earlier time, Company (the “Expiration TimeShareholders”), (i) including the Company Shareholder Meeting, including at any meeting (whether annual adjournment or special, and at each adjourned or postponed meeting) of the Company’s Shareholders, however calledpostponement thereof, or in connection with any other circumstance in which the vote, consent or other approval of the shareholders of the Company is sought, including under any written consent of the Company’s Shareholders Shareholders, the Covered Shareholder shall: (a “Shareholder Meeting”), Shareholder will vote, i) vote (or cause to be voted (including by written consentvoted) or otherwise cause to be counted as present thereat all of its Covered Shares as of the applicable record date, if applicable), so that all of such Shareholder’s Owned Securities Covered Shares are duly counted for purposes of determining whether a quorum is present; and will use Shareholder’s reasonable best efforts to (ii) vote (or cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities voted) or execute and deliver a written consent (Ior cause a written consent to be executed and delivered) all of its Covered Shares as of the applicable record date (A) in favor of the approval and adoption of the Merger Agreement (whether or not recommended by the Board of Directors of the Company or any committee thereof) and the approval of the transactions contemplated thereby, including the MergerTransactions, (IIB) in favor of any proposal to adjourn or postpone such meeting of the approval of any other matter that is required by applicable Law or Shareholders to a Governmental Entity to be approved later date if recommended by the Shareholders Company, including if there are not sufficient votes to approve and adopt the Merger Agreement and (C) against (1) any action or proposal in favor of a Competing Proposal (without regard to the terms of such Competing Proposal), in the case of this clause (1), (2) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company to facilitate the transactions contemplated by the Merger Agreementor (3) any proposal, including the Merger, (III) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the approval thereof or the consummation thereof, (IV) against any action or agreement that would reasonably be expected to result in any condition to prevent or materially delay the consummation of the Merger set forth in Articles VI, VII and the other Transactions. The Covered Shareholder shall not commit or VIII agree to take any action the primary purpose of which is to evade the Merger Agreement not being fulfilled, and (V) against any other action that would reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or result in a breach of any of the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement, which would materially and adversely affect the Company or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreement prior to the Termination Date and (ii) at any Shareholder Meeting, Shareholder will (x) appear at such meeting or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, to be present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote, or cause to be voted (including by written consent) all of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against (A) any Acquisition Proposal and (B) any extraordinary dividend by the Company or change in the capital structure of the Company in each case except for the Merger Agreementforegoing obligations.

Agreement to Vote. Subject to the terms and conditions hereofof this Agreement, Shareholder each Stockholder hereby irrevocably and unconditionally agrees that that, from and after the date hereof and until the earliest to occur of (x) the Effective Time, (y) the termination of the Merger this Agreement is validly terminated in accordance with its terms and (z) Section 5.2, at any reduction in the amount, annual or any change in the form, special meeting of the consideration stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be paid to the shareholders pursuant to the Merger Agreement without the taken by written consent of the Shareholder ( such earlier time, the “Expiration Time”), (i) at any meeting (whether annual or special, and at each adjourned or postponed meeting) stockholders of the Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Shareholders, however called, Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum; and (b) be present (in connection with any written consent of the Company’s Shareholders person or by proxy) and vote (a “Shareholder Meeting”), Shareholder will vote, or cause to be voted voted), or deliver (including by or cause to be delivered) a written consent, if applicable)consent with respect to, all of such Shareholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities its Subject Shares (I) in favor of the approval of the Merger Agreement (whether or not recommended by the Board of Directors of the Company or any committee thereof) and the approval of the transactions contemplated thereby, including the Merger, (II) in favor of the approval of any other matter that is required by applicable Law or a Governmental Entity to be approved by the Shareholders of the Company to facilitate the transactions contemplated by the Merger Agreement, including the Merger, (IIIi) against any proposal made in opposition toaction, agreement or in competition or inconsistent with, the Merger or the Merger Agreement, including the approval thereof or the consummation thereof, (IV) against any action or agreement transaction that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of any Stockholder contained in this Agreement or (B) result in any condition to the consummation of the Merger conditions set forth in Articles VI, Article VII or VIII Exhibit A of the Merger Agreement not being fulfilledsatisfied prior to November 19, and 2023; (Vii) against any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal); and (iii) against any Acquisition Proposal and against any other action action, agreement or transaction involving the Company that is intended, or would reasonably be expected to impede, interfere with, delay, postpone postpone, adversely affect or attempt to discourage prevent the consummation of the Offer or the Merger or the other transactions contemplated by the Merger Agreement. Until the Subject Shares are accepted for payment in the Offer, including each Stockholder shall retain at all times the Merger, right to vote the Subject Shares in such Stockholder’s sole discretion on any matters other than those set forth in this Section 1.2 that are at any time or result in a breach of any of the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement, which would materially and adversely affect the Company or Parent or their respective abilities from time to consummate the transactions contemplated by the Merger Agreement prior time presented for consideration to the Termination Date and (ii) at any Shareholder Meeting, Shareholder will (x) appear at such meeting Company’s stockholders generally. The obligations of each Stockholder specified in this Section 1.2 shall apply whether or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, to be present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote, or cause to be voted (including by written consent) all of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against (A) the Offer or the Merger or any Acquisition Proposal and action described above is recommended by the Board or (B) there has been any extraordinary dividend by Adverse Recommendation Change. Except as set forth in this Section 1.2, nothing in this Agreement shall limit the Company right of any Stockholder to vote in favor of, against or change in abstain with respect to any matter presented to the capital structure stockholders of the Company in each case except for the Merger AgreementCompany.

Agreement to Vote. Subject to the terms and conditions hereof, Shareholder each of the Xxxx Parties irrevocably and unconditionally agrees that from and after the date hereof and until the earliest to occur of (xi) the Effective Time, ; (yii) the termination of the Merger Agreement in accordance with its terms terms; and (ziii) any reduction in the amount, or any change in the form, written agreement of the consideration parties (with respect to be paid Holdings GP, acting through the Conflicts Committee) to the shareholders pursuant to the Merger terminate this Agreement without the written consent of the Shareholder ( (such earlier time, earliest occurrence being the “Expiration Time”), (i) at any meeting (whether annual or special, and at including each adjourned or postponed meeting) of the Company’s ShareholdersHoldings’ Unitholders, however called, or in connection with any other circumstances (including any sought action by written consent) upon which a vote or other consent of the Company’s Shareholders or approval is sought (any such meeting or other circumstance, a “Shareholder Unitholders’ Meeting”), Shareholder such Xxxx Party will (A) appear at such Unitholders’ Meeting or otherwise cause the Units Beneficially Owned by such Xxxx Party as of the relevant time (“Owned Units”) to be counted as present thereat for purposes of calculating a quorum and respond to any other request by the Holdings Parties for written consent, if any, and, (B) vote, or cause to be voted (including by written consent, if applicable)voted, all of such Shareholder’s its Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities Units (I1) in favor of the adoption and approval of the Merger Agreement (whether or not recommended by the Holdings GP’s Board of Directors of the Company or any committee thereof) and the approval of the transactions contemplated thereby, including the Merger, (II2) in favor of the approval of any other matter that is required by applicable Law or a Governmental Entity to be approved by the Shareholders Unitholders of Holdings (including, without limitation, the Company adjournment of a Unitholders’ Meeting) to facilitate the transactions contemplated by the Merger Agreement, including the Merger, (III3) against any Alternative Proposal or any transaction contemplated by such Alternative Proposal, (4) against any proposal made in opposition to, or in competition or inconsistent with, the Merger Agreement or the Merger AgreementMerger, including the approval adoption thereof or the consummation thereof, (IV5) against any extraordinary dividend, distribution or recapitalization by Holdings or change in the capital structure of Holdings (other than pursuant to or as explicitly permitted by the Merger Agreement), and (6) against any action or agreement that would reasonably be expected to (a) result in a breach of any condition to the consummation representation, warranty or covenant of the Merger set forth in Articles VI, VII or VIII of Holdings Parties under the Merger Agreement not being fulfilled, and or (Vb) against any other action that would reasonably be expected to impede, interfere with, delay, postpone delay or attempt to discourage the consummation of Merger or the transactions contemplated by the Merger Agreement, including the Merger, or result in a breach of any of the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement, which would materially and adversely affect the Company or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreement prior to the Termination Date and (ii) at any Shareholder Meeting, Shareholder will (x) appear at such meeting or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, to be present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote, or cause to be voted (including by written consent) all of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against (A) any Acquisition Proposal and (B) any extraordinary dividend by the Company or change in the capital structure of the Company in each case except for the Merger Agreement.

Agreement to Vote. Subject Each Shareholder, by this Agreement, solely with respect to the terms such Shareholder’s Shares and conditions hereof, Shareholder irrevocably and unconditionally agrees that from and after the date hereof and until the earliest to occur of (x) the Effective Time, (y) the termination of the Merger Agreement in accordance with its terms and (z) any reduction in the amount, or any change in the form, of the consideration to be paid to the shareholders pursuant to the Merger Agreement without the written consent of the Shareholder ( such earlier time, the “Expiration Time”), (i) at any meeting (whether annual or special, and at each adjourned or postponed meeting) Shareholder’s capacity as a member of the Company’s Shareholders, however calledseverally and not jointly, hereby agrees (and agrees to execute such documents or certificates evidencing such agreement as Tuscan may reasonably request in connection with any written consent therewith), if (and only if) each of the Company’s Shareholders (a “Shareholder Meeting”)Approval Conditions shall have been met, Shareholder will to vote, in person, by proxy or cause voting card (and to be voted (including by written consent, if applicable), all of such Shareholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities (I) in favor of the approval of the Merger Agreement (whether or not recommended by the Board of Directors of the Company or any committee thereof) and the approval of the transactions contemplated thereby, including the Merger, (II) in favor of the approval of any other matter that is required by applicable Law or a Governmental Entity to be approved by the Shareholders of the Company to facilitate the transactions contemplated by the Merger Agreement, including the Merger, (III) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the approval thereof or the consummation thereof, (IV) against any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger set forth in Articles VI, VII or VIII of the Merger Agreement not being fulfilled, and (V) against any other action that would reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or result in a breach of any of the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement, which would materially and adversely affect the Company or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreement prior to the Termination Date and (ii) at any Shareholder Meeting, Shareholder will (x) appear at such meeting or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, to be counted as present thereat for purposes of calculating a quorum), at any meeting of the shareholders of the Company (including any adjournment or postponement thereof), and respond in any action by written consent of the shareholders of the Company, all of such Shareholder’s Shares (a) in favor of the approval and adoption of the BCA, the Transaction Documents, and the transactions contemplated by the BCA and the Transaction Documents (including, without limitation, the Second Merger), (b) in favor of the Company Proposals, (c) in favor of terminating the Company Shareholders Agreement to which such Shareholder is a party, effective as of the Second Effective Term, (d) 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 any such matters on the date on which the meeting is held, (e) in favor of effecting the mandatory conversion of each request issued and outstanding Company Preferred Share into Ordinary Shares in accordance with the Company’s organizational documents, with such conversion to be subject to and conditioned upon the Closing of the Transactions and deemed effective as of immediately prior to Closing and (f) against any action, agreement or transaction (other than the BCA or the transactions contemplated thereby) or proposal that would reasonably be expected to (i) prevent, impede, materially delay, or adversely affect in any material respect the transactions contemplated by the BCA or any Transaction Document, (ii) result in the failure of the transactions contemplated by the BCA to be consummated or (iii) amend or modify the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve any proposal, including the vote required to adopt the BCA. Each Shareholder acknowledges receipt and review of a copy of the BCA. For purposes of this Agreement, “Approval Conditions” shall mean there shall not have been any amendment or modification to the Merger Consideration payable under the BCA to the Shareholders, including any reduction in, or changing the form of, the Merger Consideration. Each Shareholder shall duly execute and deliver to the Company any action by written consent requested by the Company for written consent, if any pursuant to this Section 1 as promptly as practicable following such request and (y) vote, or cause to be voted (including by written consent) all of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against (A) any Acquisition Proposal and (B) any extraordinary dividend by the Company or change in the capital structure receipt of the Company Board Recommendation, and in each case any event within ten (10) Business Days after the Registration Statement is declared effective by the SEC. Each Shareholder agrees that, following delivery of any such consent, such Stockholder will not take any action to withdraw, modify, revoke or otherwise challenge the effectiveness of such written consent except for in the Merger Agreementevent that any of the Approval Conditions are no longer satisfied.

Agreement to Vote. Subject Each Company Member, by this Agreement, with respect to the terms its Units, severally and conditions hereofnot jointly, Shareholder irrevocably hereby agrees (and unconditionally agrees that from to execute such documents and after the date hereof certificates evidencing such agreement as Thunder Bridge II may reasonably request in connection therewith), if (and until the earliest to occur of (xonly if) the Effective TimeApproval Condition (as defined below) shall have been satisfied, (y) the termination to vote, at any meeting of the Merger Agreement in accordance with its terms and (z) any reduction in the amount, or any change in the form, members of the consideration to be paid to the shareholders pursuant to the Merger Agreement without the Company, and in any action by written consent of the Shareholder ( such earlier time, the “Expiration Time”), (i) at any meeting (whether annual or special, and at each adjourned or postponed meeting) members of the Company’s Shareholders, however called, or in connection with any written consent of the Company’s Shareholders (a “Shareholder Meeting”), Shareholder will vote, or cause to be voted (including by written consent, if applicable), all of such ShareholderCompany Member’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities Units (Ia) in favor of the approval and adoption of the Merger Agreement (whether or not recommended MTA, the transactions contemplated by the Board MTA and this Agreement, (b) in favor of Directors of any other matter reasonably necessary to the Company or any committee thereof) and the approval consummation of the transactions contemplated thereby, including by the MergerMTA and considered and voted upon by the members of the Company, (IIc) in favor of the approval and adoption of the Equity Incentive Plan (as defined in the MTA) and (d) against any action, agreement or transaction (other than the MTA or the transactions contemplated thereby) or proposal that would result in a breach of any covenant, representation or warranty or any other matter that is required by applicable Law obligation or a Governmental Entity to be approved by the Shareholders agreement of the Company to facilitate under the transactions contemplated by the Merger Agreement, including the Merger, (III) against any proposal made in opposition to, MTA or in competition or inconsistent with, the Merger or the Merger Agreement, including the approval thereof or the consummation thereof, (IV) against any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger set forth in Articles VI, VII or VIII of the Merger Agreement not being fulfilled, and (V) against any other action that would reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the consummation failure of the transactions contemplated by the Merger MTA from being consummated. Each Company Member acknowledges receipt and review of a copy of the MTA. For purposes of this Agreement, including “Approval Condition” shall mean that the MergerMTA shall not have been amended or modified to change the Merger Consideration payable under the MTA to the Company Members. For the purpose of clarification, or result in a breach of any adjustment to the Merger Consideration pursuant to Section 2.4 of the covenants, representations, warranties MTA shall not constitute an amendment or other obligations or agreements of the Company under modification to the Merger Agreement, which would materially and adversely affect the Company or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreement prior to the Termination Date and (ii) at any Shareholder Meeting, Shareholder will (x) appear at such meeting or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, to be present thereat Consideration for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote, or cause to be voted (including by written consent) all of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against (A) any Acquisition Proposal and (B) any extraordinary dividend by the Company or change in the capital structure of the Company in each case except for the Merger Agreementimmediately preceding sentence.

Agreement to Vote. Subject Prior to the terms and conditions hereofExpiration Date, Shareholder irrevocably and unconditionally agrees that from and after the date hereof and until the earliest to occur of (x) the Effective Time, (y) the termination at every meeting of the Merger Agreement in accordance with its terms and (z) any reduction in the amount, or any change in the form, shareholders of the consideration Company called with respect to be paid to any of the shareholders pursuant to the Merger Agreement without the following, and at every adjournment thereof, and on every action or approval by written consent of the Shareholder ( such earlier timeshareholders of the Company with respect to any of the following, the “Expiration Time”), Shareholder agrees to vote (i) at any meeting (whether annual or special, and at each adjourned or postponed meeting) of the Company’s Shareholders, however called, or in connection with any written consent of the Company’s Shareholders (a “Shareholder Meeting”), Shareholder will vote, or cause to be voted voted) the Owned Shares: (including by written consent, if applicable), all of such Shareholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities (Ii) in favor of the approval of the Merger, the Merger Agreement (whether or not recommended by the Board of Directors of the Company or any committee thereof) and the approval of the transactions contemplated thereby, including thereby and any matter that could reasonably be expected to facilitate the Merger, ; (IIii) in favor of the approval of any other matter that is required alternative structure as may be agreed upon by applicable Law or a Governmental Entity to be approved by the Shareholders of German American and the Company to facilitate the transactions contemplated by the Merger Agreement, including effect the Merger, (III) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the approval thereof or the consummation thereof, (IV) against any action or agreement ; provided that would reasonably be expected to result in any condition such alternative structure is on terms no less favorable to the consummation Shareholder from an economic point of view (including tax considerations) than the terms of the Merger set forth in Articles VI, VII or VIII of the Merger Agreement not being fulfilled(including, without limitation, with respect to the consideration to be received by the Shareholder); and (Viii) against any other action that would reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the consummation of any proposal looking toward the acquisition of control of the Company by any party not affiliated with German American, or any action, proposal, agreement or transaction (other than the Merger, the Merger Agreement or the transactions contemplated by the Merger Agreement, including the Merger, or thereby) that in any such case would result in a breach of any of the covenantscovenant, representations, warranties representation or warranty or any other obligations obligation or agreements agreement of the Company under the Merger Agreement. Notwithstanding the foregoing, which would materially and adversely affect the Company or Parent or their respective abilities Shareholder shall have no obligation to consummate vote in favor of the Merger, the Merger Agreement, the transactions contemplated by thereby, or any matter expected to facilitate the Merger, if the Merger Agreement prior has been amended or supplemented or any provision of the Merger Agreement is waived in a manner that is adverse to the Termination Date and Shareholder (ii) at any Shareholder Meetingincluding, Shareholder will (x) appear at such meeting or otherwise cause its Owned Securitieswithout limitation, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securitiesa reduction in the merger consideration, to be present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote, or cause to be voted (including by written consent) all of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against (A) any Acquisition Proposal and (B) any extraordinary dividend by the Company or change in the capital structure type of merger consideration, or a change in the relative proportions of the Company in each case except for the Merger Agreementtypes of merger consideration).

Agreement to Vote. Subject to the terms and conditions hereofof this Agreement, Shareholder each Stockholder hereby irrevocably and unconditionally agrees that from and after it shall, during the date hereof and until the earliest to occur of (x) the Effective Timetime this Agreement is in effect, (y) the termination at any annual or special meeting of the Merger Agreement in accordance with its terms and (z) any reduction in the amount, or any change in the form, stockholders of the consideration Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be paid to the shareholders pursuant to the Merger Agreement without the taken by written consent of the Shareholder ( stockholders of the Company, such earlier timeStockholder shall, in each case, to the “Expiration Time”), fullest extent that such Stockholder’s Shares are entitled to vote thereon: (i) at any meeting (whether annual or special, and at each adjourned or postponed meeting) of the Company’s Shareholders, however called, or if no Adverse Recommendation Change in connection with any written consent of the Company’s Shareholders an Intervening Event has occurred and is continuing, such Stockholder shall be present (a “Shareholder Meeting”), Shareholder will in person or by proxy) and vote, or cause exercise its right to be voted (including by written consent, if applicable)consent with respect to, all of Shares held by such Shareholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities Stockholder (IA) in favor of the approval adoption of the Merger Agreement (whether or not recommended by the Board of Directors of the Company or any committee thereof) and the approval of the transactions contemplated therebyMerger and (B) notwithstanding Section 4.4, including the Merger, (II) in favor of the approval of against any Takeover Proposal and any other matter that is required by applicable Law proposal or a Governmental Entity to be approved by the Shareholders of the Company to facilitate the transactions contemplated by the Merger Agreement, including the Merger, (III) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the approval thereof or the consummation thereof, (IV) against any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger set forth in Articles VI, VII or VIII of the Merger Agreement not being fulfilled, and (V) against any other action that would reasonably be expected to impede, interfere with, delay, delay or postpone or attempt to discourage the consummation of the transactions contemplated by the Merger Agreement, including or change in any manner the Merger, or result in a breach voting rights of any class of the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement, which would materially and adversely affect the Company or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreement prior to the Termination Date Shares; and (ii) at any Shareholder Meetingif an Adverse Recommendation Change has occurred and is continuing in connection with an Intervening Event, Shareholder will (x) appear at such meeting or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, to Stockholder shall be present thereat for purposes of calculating a quorum, (in person or by proxy) and respond to each request by the Company for written consent, if any and (y) vote, or cause exercise its right to be voted (including by written consent) all of consent with respect to, at least the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against Minimum Shares (A) any Acquisition Proposal in favor of the adoption of the Merger Agreement and the approval of the Merger and (B) notwithstanding Section 4.4, against any extraordinary dividend by Takeover Proposal and any other proposal or action that would reasonably be expected to impede, interfere with, delay or postpone the Company Merger or change in any manner the capital structure voting rights of any class of Shares. Until such Shares are accepted for purchase in the Company Offer, each Stockholder shall retain at all times the right to vote the Shares in each case except such Stockholder’s sole discretion, and without any other limitation, on any matters other than those set forth in this Section 1.2 that are at any time or from time to time presented for consideration to the Merger AgreementCompany’s stockholders generally.

Agreement to Vote. Subject to the terms and conditions hereof, each Shareholder irrevocably and unconditionally agrees that from and after the date hereof and until the earliest earlier to occur of (xa) the Effective Time, Time and (yb) the termination of the Merger Agreement in accordance with its terms and (z) any reduction in the amount, or any change in the form, of the consideration to be paid to the shareholders pursuant to the Merger Agreement without the written consent of the Shareholder ( such earlier time, the “Expiration Time”), (i) at any meeting (whether annual or special, and at each adjourned or postponed meeting) of the Company’s Shareholdersstockholders, however called, or in connection with any written consent of the Company’s Shareholders (a “Shareholder Meeting”)stockholders, Shareholder will vote, or cause to be voted (including by written consent, if applicable), all of such Shareholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities (I) in favor of the approval of the Merger Agreement (whether or not recommended by the Board of Directors of the Company or any committee thereof) and the approval of the transactions contemplated thereby, including the Merger, (II) in favor of the approval of any other matter that is required by applicable Law or a Governmental Entity to be approved by the Shareholders of the Company to facilitate the transactions contemplated by the Merger Agreement, including the Merger, (III) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the approval thereof or the consummation thereof, (IV) against any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger set forth in Articles VI, VII or VIII of the Merger Agreement not being fulfilled, and (V) against any other action that would reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or result in a breach of any of the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement, which would materially and adversely affect the Company or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreement prior to the Termination Date and (ii) at any Shareholder Meeting, each Shareholder will (x) appear at each such meeting or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, Shares to be counted as present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) votevote (or consent), or cause to be voted at such meeting (including by written consent) or validly execute and return and cause such consent to be granted with respect to), all of the such Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s shares of Company Common Stock Beneficially Owned Securities by such Shareholder as of the relevant time (“Owned Shares”) (i) in favor of the adoption of the Merger Agreement (whether or not recommended by the Company Board), (ii) against any Competing Transaction, (iii) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the adoption thereof, (iv) against any action or agreement that are not Owned Securitiessuch Shareholder knows would result in a breach of any representation, warranty, covenant or agreement of the Company under the Merger Agreement, (v) against any liquidation or winding up of the Company, (Avi) any Acquisition Proposal and (B) against any extraordinary dividend by the Company or change in the capital structure of the Company in each case except for (other than pursuant to the Merger Agreement) and (vii) against any action or agreement that such Shareholder knows would, or knows would be reasonably likely to, result in any condition to the consummation of the Merger set forth in Article V of the Merger Agreement not being fulfilled or knows would materially adversely affect the ability of the Company to consummate the transactions contemplated by the Merger Agreement by the Outside Date.

Agreement to Vote. Subject to the terms and conditions hereof, each Shareholder irrevocably and unconditionally agrees that from and after the date hereof and until the earliest earlier to occur of (xa) the Effective Time, Time and (yb) the termination of the Merger Agreement in accordance with its terms and (z) any reduction in the amount, or any change in the form, of the consideration to be paid to the shareholders pursuant to the Merger Agreement without the written consent of the Shareholder ( such earlier time, the “Expiration Time”"EXPIRATION TIME"), (i) at any meeting (whether annual or special, and at each adjourned or postponed meeting) of the Company’s Shareholdersstockholders, however called, or in connection with any written consent of the Company’s Shareholders (a “Shareholder Meeting”)'s stockholders, Shareholder will vote, or cause to be voted (including by written consent, if applicable), all of such Shareholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities (I) in favor of the approval of the Merger Agreement (whether or not recommended by the Board of Directors of the Company or any committee thereof) and the approval of the transactions contemplated thereby, including the Merger, (II) in favor of the approval of any other matter that is required by applicable Law or a Governmental Entity to be approved by the Shareholders of the Company to facilitate the transactions contemplated by the Merger Agreement, including the Merger, (III) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the approval thereof or the consummation thereof, (IV) against any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger set forth in Articles VI, VII or VIII of the Merger Agreement not being fulfilled, and (V) against any other action that would reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or result in a breach of any of the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement, which would materially and adversely affect the Company or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreement prior to the Termination Date and (ii) at any Shareholder Meeting, each Shareholder will (x) appear at each such meeting or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, Shares to be counted as present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) votevote (or consent), or cause to be voted at such meeting (including by written consent) or validly execute and return and cause such consent to be granted with respect to), all of the such Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s 's shares of Company Common Stock Beneficially Owned Securities by such Shareholder as of the relevant time ("OWNED SHARES") (i) in favor of the adoption of the Merger Agreement (whether or not recommended by the Company Board), (ii) against any Competing Transaction, (iii) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the adoption thereof, (iv) against any action or agreement that are not Owned Securitiessuch Shareholder knows would result in a breach of any representation, warranty, covenant or agreement of the Company under the Merger Agreement, (v) against any liquidation or winding up of the Company, (Avi) any Acquisition Proposal and (B) against any extraordinary dividend by the Company or change in the capital structure of the Company in each case except for (other than pursuant to the Merger Agreement) and (vii) against any action or agreement that such Shareholder knows would, or knows would be reasonably likely to, result in any condition to the consummation of the Merger set forth in Article V of the Merger Agreement not being fulfilled or knows would materially adversely affect the ability of the Company to consummate the transactions contemplated by the Merger Agreement by the Outside Date.

Agreement to Vote. Subject to the terms and conditions hereof, Shareholder each Stockholder irrevocably and unconditionally agrees that from and after the date hereof and until the earliest to occur of (xi) the Effective Time, ; (yii) the termination of the Merger Agreement in accordance with its terms terms, and (ziii) any reduction in the amount, or any change in the form, written agreement of the consideration Purchaser Parties to be paid to terminate this Agreement (such earliest occurrence being the shareholders pursuant to the Merger Agreement without the written consent of the Shareholder ( such earlier time, the “"Expiration Time”"), (i) at any meeting (whether annual or special, and at each adjourned or postponed meeting) of the Company’s Shareholders's stockholders, however called, or in connection with any other circumstances (including any sought action by written consent) upon which a vote or other consent of the Company’s Shareholders or approval is sought (any such meeting or other circumstance, a “Shareholder "Stockholder's Meeting”"), Shareholder each Stockholder will (y) appear at such a meeting or otherwise cause its Owned Shares 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, unless otherwise expressly consented to in writing by the Purchaser Parties, in their sole discretion, (z) vote, or cause to be voted (including by written consent, if applicable)voted, all of such Shareholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Stockholder's Shares Beneficially Owned Securities that are not by such Stockholder as of the relevant time ("Owned Securities Shares") (IA) in favor of the approval adoption of the Merger Agreement (whether or not recommended by the Company's Board of Directors of the Company or any committee thereof) and the approval of the transactions contemplated thereby, including the Merger, (IIB) in favor of the approval of any other matter that is required by applicable Law or a Governmental Entity to be approved by the Shareholders stockholders of the Company to facilitate the transactions contemplated by the Merger Agreement, including the Merger, (IIIC) against any Alternative Proposal or any transaction contemplated by such Alternative Proposal, (D) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the approval adoption thereof or the consummation thereof, (IVE) 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 (F) against any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger set forth in Articles VI, VII or VIII Article VI of the Merger Agreement not being fulfilled, and (V) against any other action that would reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or result in a breach of any of the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement, which would materially and adversely affect the Company or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreement prior to the Termination Date and (ii) at any Shareholder Meeting, Shareholder will (x) appear at such meeting or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, to be present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote, or cause to be voted (including by written consent) all of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against (A) any Acquisition Proposal and (B) any extraordinary dividend by the Company or change in the capital structure of the Company in each case except for the Merger Agreement.

Agreement to Vote. Subject to the terms The undersigned Supporting Holder hereby unconditionally and conditions hereof, Shareholder irrevocably and unconditionally agrees that from and after the date hereof and until the earliest to occur of (x) the Effective Expiration Time, to, deliver to the Company, for delivery to Buyer within five (y5) Business Days after the termination of Form S-4 is declared effective by the Merger Agreement in accordance with its terms and (z) any reduction SEC, the Written Consent, in the amountform attached hereto as Exhibit A (with such changes as may be mutually agreed between the Company and Buyer and the Supporting Holder). The undersigned Supporting Holder covenants and agrees that, or any change in the form, of the consideration to be paid prior to the shareholders pursuant to the Merger Agreement without the written consent of the Shareholder ( such earlier timeExpiration Time, the “Expiration Time”)Supporting Holder shall, (i) at any meeting of the members of the Company (whether annual or special, and at each adjourned any adjournment or postponed meeting) of the Company’s Shareholderspostponement thereof), however called, or and in connection with any written actions by consent of the members of the Company, cause such Supporting Holder’s Shareholders (a “Shareholder Meeting”), Shareholder will vote, or cause Supporting Holder Equity Securities to be voted (including by written consentvia proxy): (v) in favor of the adoption of the BCA and the transactions contemplated thereby, if applicable), all of such Shareholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities (Iw) in favor of the approval of the Merger Agreement Company Merger, (whether or not recommended by the Board of Directors of the Company or x) against any committee thereof) and the proposal in opposition to approval of the transactions contemplated thereby, including the Merger, (II) in favor BCA or any of the approval of any other matter that is required by applicable Law or a Governmental Entity to be approved by the Shareholders of the Company to facilitate the transactions contemplated by the Merger Agreement, including the MergerBCA, (IIIy) against any proposal made in opposition toproposal, or in competition or inconsistent with, the Merger or the Merger Agreement, including the approval thereof or the consummation thereof, (IV) against any action or agreement that would reasonably be expected to (i) impede, frustrate, prevent or nullify any provision of this Agreement, the BCA or the Transactions, (ii) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the BCA, and (iii) result in any condition to the consummation of the Merger conditions set forth in Articles VI, VII or VIII Article XI of the Merger Agreement BCA not being fulfilled, and (Vz) against and withhold consent with respect to any other Competing Transaction. The undersigned Supporting Holder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action that would reasonably be expected to impedewith respect to, interfere withany claim, delayderivative or otherwise, postpone against Buyer, the Company or attempt to discourage any of their respective successors or directors or managers (i) challenging the consummation of the transactions contemplated by the Merger Agreement, including the Mergervalidity of, or result in seeking to enjoin the operation of, any provision of this Agreement or (ii) alleging a breach of any fiduciary duty of any person in connection with the covenantsevaluation, representations, warranties negotiation or other obligations or agreements of entry into the Company under the Merger Agreement, which would materially and adversely affect the Company or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreement prior to the Termination Date and (ii) at any Shareholder Meeting, Shareholder will (x) appear at such meeting or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, to be present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote, or cause to be voted (including by written consent) all of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against (A) any Acquisition Proposal and (B) any extraordinary dividend by the Company or change in the capital structure of the Company in each case except for the Merger AgreementBCA.

Agreement to Vote. Subject Except (i) to the extent set forth in Section 4.5 of this Agreement, (ii) in the event the Merger Agreement has been terminated in accordance with the terms and conditions hereofof such agreement, or (iii) in the event this Agreement has been terminated pursuant to Section 5.1 of this Agreement, each Shareholder irrevocably and unconditionally agrees that from and after the date hereof and until the earliest to occur of (x) the Effective Timethat, (y) the termination of the Merger Agreement in accordance with its terms and (z) any reduction in the amount, or any change in the form, of the consideration to be paid to the shareholders pursuant to the Merger Agreement without the written consent of the Shareholder ( such earlier time, the “Expiration Time”), (i) at any meeting (whether annual or special, and at each whether or not an adjourned or postponed meeting) of the Company’s Shareholdersshareholders, however called, or in connection with any written consent of the Company’s Shareholders shareholders, such Shareholder will, in each such case, (x) appear at such meeting or otherwise cause its Owned Shares to be counted as present thereat for purposes of calculating a “Shareholder Meeting”), Shareholder will quorum and (y) vote, or cause to be voted (including by written consent, if applicable), all of such Shareholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities Shares as of the relevant time (Ii) in favor of the approval Merger Agreement (irrespective of any Change in Company Recommendation in respect of which the Merger Agreement (whether or has not recommended by the Board of Directors of the Company or any committee thereofbeen terminated in accordance with its terms) and the approval of the transactions contemplated thereby, including the Merger, (II) in favor of the approval of any other matter that is required by applicable Law or a Governmental Entity to be approved by the Shareholders of the Company to facilitate the transactions contemplated by the Merger Agreement, including the Merger, (IIIii) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the approval thereof or the consummation thereofCompany Alternative Proposal, (IViii) against any action or agreement that such Shareholder Knows would reasonably be expected to result in breach any condition to the consummation of the Merger set forth in Articles VIrepresentation, VII warranty, covenant or VIII of the Merger Agreement not being fulfilled, and (V) against any other action that would reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or result in a breach of any of the covenants, representations, warranties or other obligations or agreements agreement of the Company under the Merger Agreement to such extent that such action or agreement would result in any failure of the condition to the obligations of Parent and Merger Sub to consummate the Merger set forth in Section 7.3(a) or Section 7.3(b) of the Merger Agreement, (iv) against any action or agreement that such Shareholder Knows would prevent or materially delay completion of the Merger, and (v) against any change in the composition of the Board of Directors of the Company. No Shareholder will enter into any agreement or understanding with any Person the effect of which would materially be inconsistent or violative of the provisions and adversely affect agreements contained in this Section 2.1. During the term of this Agreement, except to the extent set forth in Section 4.5 of this Agreement, no Shareholder will take any action (including appearing at the Company Meeting or notifying the Company or Parent or their respective abilities to consummate any other Person that a Proxy has been revoked) that would render invalid the transactions contemplated exercise of any Proxy by the Merger Agreement prior to holder thereof in accordance with the Termination Date and (ii) at any Shareholder Meeting, Shareholder will (x) appear at such meeting or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, to be present thereat for purposes terms of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote, or cause to be voted (including by written consent) all of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against (A) any Acquisition Proposal and (B) any extraordinary dividend by the Company or change in the capital structure of the Company in each case except for the Merger this Agreement.

Agreement to Vote. Subject The undersigned Supporting Holder hereby unconditionally and irrevocably agrees, from the date hereof until the Termination Date, to deliver to the terms and conditions hereofCompany, Shareholder for delivery to SilverBox within two (2) Business Days after the Form S-4 is declared effective by the SEC, the Company Unitholder Written Consent, under which it shall irrevocably and unconditionally agrees that from consent to the matters, actions and after the date hereof proposals contemplated by Section 5.12(b) (Party Consents and until the earliest to occur of (xApprovals) the Effective Time, (y) the termination of the Merger Agreement in accordance with its terms Business Combination Agreement. The undersigned Supporting Holder covenants and (z) any reduction in the amountagrees that, or any change in the form, of the consideration to be paid prior to the shareholders pursuant to the Merger Agreement without the written consent of the Shareholder ( such earlier timeTermination Date, the “Expiration Time”)Supporting Holder shall, (i) at any meeting of the members of the Company (whether annual or special, and at each adjourned any adjournment or postponed meeting) of the Company’s Shareholderspostponement thereof), however called, or and in connection with any written actions by consent of the members of the Company, cause the Supporting Holder’s Shareholders (a “Shareholder Meeting”), Shareholder will vote, or cause Covered Securities to be voted (including by written consent, if applicable), all of such Shareholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities via proxy): (Ii) in favor of the approval adoption of the Merger Agreement (whether or not recommended by BCA, the Board of Directors of the Company or any committee thereof) Ancillary Documents and the approval of the transactions contemplated thereby, including the Merger, (IIii) against any proposal in favor opposition to approval of the approval BCA, any Ancillary Document or any of any other matter that is required by applicable Law or a Governmental Entity to be approved by the Shareholders of the Company to facilitate the transactions contemplated by the Merger Agreement, including the MergerBCA or such Ancillary Document, (IIIiii) against any proposal made in opposition toproposal, or in competition or inconsistent with, the Merger or the Merger Agreement, including the approval thereof or the consummation thereof, (IV) against any action or agreement that would reasonably be expected to (x) impede, frustrate, prevent or nullify any provision of this Agreement, the BCA, the Ancillary Documents or the transactions contemplated thereby, (y) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the BCA, and (z) result in any condition to the consummation of the Merger conditions set forth in Articles VI, VII or VIII Article 7 of the Merger Agreement BCA not being fulfilled, and (Viv) against and withhold consent with respect to any other Company Acquisition Proposal. The undersigned Supporting Holder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action that would reasonably be expected to impedewith respect to, interfere withany claim, delayderivative or otherwise, postpone against SilverBox, the Company or attempt to discourage any of their respective successors or directors or managers (A) challenging the consummation of the transactions contemplated by the Merger Agreement, including the Mergervalidity of, or result in seeking to enjoin the operation of, any provision of this Agreement or (B) alleging a breach of any fiduciary duty of any person in connection with the covenantsevaluation, representations, warranties negotiation or other obligations or agreements of entry into the Company under the Merger Agreement, which would materially and adversely affect the Company or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreement prior to the Termination Date and (ii) at any Shareholder Meeting, Shareholder will (x) appear at such meeting or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, to be present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote, or cause to be voted (including by written consent) all of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against (A) any Acquisition Proposal and (B) any extraordinary dividend by the Company or change in the capital structure of the Company in each case except for the Merger AgreementBCA.

Agreement to Vote. Subject to the terms and conditions hereof, Shareholder irrevocably and unconditionally (a) Each Principal Stockholder agrees that from and after the date hereof and until the earliest to occur of it shall, at least one (x1) Business Day following the Effective TimeDate, but no later than three (y3) Business Days following the termination of the Merger Agreement in accordance with its terms Effective Date, execute and (z) any reduction in the amount, or any change in the form, of the consideration deliver a duly executed counterpart to be paid to the shareholders pursuant to the Merger Agreement without the written consent in the form attached hereto as Exhibit A (the “Affirmative Vote”) in respect of all Principal Shares held by such Principal Stockholder in favor of the Shareholder ( such earlier time, the “Expiration Time”), adoption and approval of (i) the Second Amended and Restated Certificate of Incorporation of the Company in substantially the form attached hereto as Exhibit B; (ii) the Second Amended and Restated Bylaws of the Company in substantially the form attached hereto as Exhibit C; (iii) the Amended and Restated Certificate of Incorporation of Linn in substantially the form attached hereto as Exhibit D; and (iv) any other actions contemplated by this Agreement and any actions required in furtherance thereof and hereof. Each Principal Stockholder further agrees that it shall, at any meeting (whether annual or special, and at each adjourned or postponed meeting) of the stockholders of the Company’s Shareholders, however called, or in connection with any written consent of the stockholders of the Company’s Shareholders , vote or consent (a “Shareholder Meeting”), Shareholder will vote, or cause caused to be voted (including by written consent, if applicableor consented), in person or by proxy, all of such Shareholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities Principal Shares (Ix) in favor of the against approval of the Merger Agreement (whether or not recommended by the Board of Directors of the Company or any committee thereof) and the approval of the transactions contemplated thereby, including the Merger, (II) in favor of the approval of any other matter that is required by applicable Law or a Governmental Entity to be approved by the Shareholders of the Company to facilitate the transactions contemplated by the Merger Agreement, including the Merger, (III) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the approval thereof or the consummation thereof, (IV) against any action or agreement that would reasonably be expected to result in any condition to the consummation such amendment and restatement of the Merger set forth in Articles VI, VII or VIII of the Merger Agreement not being fulfilledOriginal Charter Documents, and (Vy) against any other proposal, action that or transaction involving the Company, Linn or any of the Company’s other subsidiaries, which proposal, action or transaction would reasonably be expected to impede, interfere withfrustrate, delay, postpone prevent or attempt to discourage materially delay the consummation amendment and restatement of the Original Charter Documents or the other transactions contemplated by the Merger Agreement, including the Merger, or result in a breach of any of the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement, which would materially and adversely affect the Company or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreement prior to the Termination Date and (ii) at any Shareholder Meeting, Shareholder will (x) appear at such meeting or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, to be present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote, or cause to be voted (including by written consent) all of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against (A) any Acquisition Proposal and (B) any extraordinary dividend by the Company or change in the capital structure of the Company in each case except for the Merger this Agreement.

Agreement to Vote. Subject to the terms and conditions hereof, Shareholder each Stockholder irrevocably and unconditionally agrees that from and after the date hereof and until the earliest to occur of (xi) the Effective Time, ; (yii) the termination of the Merger Agreement in accordance with its terms terms, and (ziii) any reduction in the amount, or any change in the form, written agreement of the consideration Purchaser Parties to be paid to the shareholders pursuant to the Merger terminate this Agreement without the written consent of the Shareholder ( (such earlier time, earliest occurrence being the “Expiration Time”), (i) at any meeting (whether annual or special, and at each adjourned or postponed meeting) of the Company’s Shareholdersstockholders, however called, or in connection with any other circumstances (including any sought action by written consent) upon which a vote or other consent of the Company’s Shareholders or approval is sought (any such meeting or other circumstance, a “Shareholder Stockholder’s Meeting”), Shareholder each Stockholder will (y) appear at such a meeting or otherwise cause its Owned Shares 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, unless otherwise expressly consented to in writing by the Purchaser Parties, in their sole discretion, (z) vote, or cause to be voted (including by written consent, if applicable)voted, all of such ShareholderStockholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Shares Beneficially Owned Securities that are not by such Stockholder as of the relevant time (“Owned Securities Shares”) (IA) in favor of the approval adoption of the Merger Agreement (whether or not recommended by the Company’s Board of Directors of the Company or any committee thereof) and the approval of the transactions contemplated thereby, including the Merger, (IIB) in favor of the approval of any other matter that is required by applicable Law or a Governmental Entity to be approved by the Shareholders stockholders of the Company to facilitate the transactions contemplated by the Merger Agreement, including the Merger, (IIIC) against any Alternative Proposal or any transaction contemplated by such Alternative Proposal, (D) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the approval adoption thereof or the consummation thereof, (IVE) 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 (F) against any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger set forth in Articles VI, VII or VIII Article VI of the Merger Agreement not being fulfilled, and (V) against any other action that would reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or result in a breach of any of the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement, which would materially and adversely affect the Company or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreement prior to the Termination Date and (ii) at any Shareholder Meeting, Shareholder will (x) appear at such meeting or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, to be present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote, or cause to be voted (including by written consent) all of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against (A) any Acquisition Proposal and (B) any extraordinary dividend by the Company or change in the capital structure of the Company in each case except for the Merger Agreement.

Agreement to Vote. Subject to the terms and conditions hereof, Shareholder irrevocably and unconditionally agrees that from From and after the date hereof and until the earliest earlier to occur of (xa) the Effective Time, and (yb) the termination of the Merger Agreement in accordance with its terms and (z) any reduction in the amount, or any change in the form, of the consideration to be paid to the shareholders pursuant to and in compliance with the Merger Agreement without the written consent of the Shareholder ( terms therein (such earlier timedate, the “Expiration TimeDate”), (i) each Stockholder irrevocably and unconditionally hereby agrees that at any meeting (whether annual or special, special and at each adjourned or postponed meeting) of the Company’s Shareholdersstockholders, however called, or in connection with any written consent of the Company’s Shareholders stockholders, the Stockholder will (i) appear at such meeting or otherwise cause all of its Shares, which it beneficially owns as of the applicable record date, to be counted as present at the meeting for purposes of calculating a “Shareholder Meeting”), Shareholder will vote, quorum and (ii) vote or cause to be voted (including by proxy or written consent, if applicable)) all such Shares (A) against any action, all of such Shareholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities (I) proposal, transaction or agreement in favor of an Acquisition Proposal, including a Superior Proposal, without regard to the approval terms of such Acquisition Proposal or Superior Proposal, (B) against any material change in the Merger Agreement (whether or not recommended by the Board of Directors capitalization of the Company or any committee thereof) and of its Subsidiaries, or the approval of the transactions contemplated thereby, including the Merger, (II) in favor of the approval of any other matter that is required by applicable Law or a Governmental Entity to be approved by the Shareholders corporate structure of the Company or any of its Subsidiaries, and (C) against any action, proposal, transaction or agreement that is intended, or would reasonably be likely to facilitate prevent, materially impede, materially delay or otherwise materially and adversely affect the Company’s, Parent’s or Acquisition Sub’s ability to timely consummate the transactions contemplated by the Merger Agreement, including the Merger, Merger (IIIclauses (A) against any proposal made in opposition to, or in competition or inconsistent withthrough (C), the Merger or the Merger Agreement, including the approval thereof or the consummation thereof, (IV) against any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger “Required Votes”). Except as explicitly set forth in Articles VIthis Section 1.2, VII nothing in this Agreement shall limit the right of each Stockholder to vote (including by proxy or VIII of the Merger Agreement not being fulfilled, and (V) against any other action that would reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or result in a breach of any of the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement, which would materially and adversely affect the Company or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreement prior to the Termination Date and (ii) at any Shareholder Meeting, Shareholder will (x) appear at such meeting or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, to be present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (yapplicable) vote, or cause to be voted (including by written consent) all of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securitiesin favor of, against (A) or abstain with respect to any Acquisition Proposal and (B) any extraordinary dividend by other matters presented to the Company or change in the capital structure of the Company in each case except for the Merger AgreementCompany’s stockholders.