Common use of Agreement to Vote Clause in Contracts

Agreement to Vote. Hereafter until the Expiration Date, each Company Shareholder hereby unconditionally and irrevocably agrees that, at any meeting of the Shareholders of the Company (or any adjournment or postponement thereof), and in any action by written consent of the Shareholders of the Company requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Company), such Company Shareholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and such Company Shareholder shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares: (a) to approve and adopt the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and the Transactions); and (f) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreement or (C) result in any of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote. Hereafter until (a) Each Holder agrees that at the Expiration Date, each Company Shareholder hereby unconditionally and irrevocably agrees that, Stockholders’ Meeting or at any other meeting of the Shareholders holders of Shares at which a vote of such Holders contemplated below is taken (and at every postponement or adjournment, as applicable, thereof) and, with respect to the Company matters described below in clauses (or any adjournment or postponement thereofii)(A), (ii)(B) and (ii)(C), in connection with any action proposed to be taken by written consent of the Shareholders holders of Shares: (i) when such a meeting of the Company requested by the Board holders of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Company), such Company Shareholder shall, if a meeting Shares is held, such Holder shall appear at the meeting, in person or by proxy, such meeting or otherwise cause its the Subject Shares to be counted as present thereat for purposes the purpose of establishing a quorumquorum and, if applicable, vote in favor of any proposal to adjourn or postpone any meeting of the stockholders of the Company at which the Merger Agreement or any other actions contemplated by the Merger Agreement is submitted for the consideration and vote of the stockholders of the Company to a later date if there are not proxies representing a sufficient number of shares of Common Stock to approve such matters on the date on which the meeting is held, and (ii) such Company Shareholder Holder shall vote or provide consent (or cause to be voted at any such meeting (and at every postponement or consentedadjournment thereof), in person or by proxydeliver or cause to be delivered a written consent with respect to, all of its such Holder’s Subject Shares: Shares (aA) to approve and adopt in favor of adopting the Merger Agreement and the Transactions; (b) to authorize and approve any other actions contemplated by the Merger to the extent Agreement in respect of which the approval of the holders of Shares is requested; and (B) against (1) any Acquisition Proposal, whether or not constituting a Superior Proposal and (2) any action, proposal, transaction or agreement involving the Company or any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents its Subsidiaries that is deemed necessary intended, or advisable would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Company for purposes Merger Agreement. Except as explicitly set forth in this Section 4.01, nothing in this Agreement shall limit the right of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect Holder to the Merger Agreement or the Transactions, to vote, consent or approve vote (or cause to be voted), consented including by proxy or approved) all of such Company Shareholder’s Subject Shares held at such time written consent, if applicable, in favor thereof; (e) of, or against and withhold consent or to abstain with respect to, any matters presented to any merger, purchase of all or substantially all the stockholders of the Company’s assets or other business combination transaction (other than the Merger Agreement and the Transactions); and. (fb) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreement or (C) result in any of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx Holder hereby covenants and agrees that it shall not enter into any agreement or undertaking (including without limitation any agreement or understanding with a Person to vote or give instructions in a manner inconsistent with this Section 4.01), and shall not take any action or commit or agree to take any action inconsistent action, that would reasonably be expected to prevent, impair or interfere with such Holder’s ability to perform any of such Holder’s obligations pursuant to this Agreement. (c) Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to any Subject Shares. All rights, ownership and economic benefits of and relating to the foregoingSubject Shares shall remain vested in and belong to the Holders. Furthermore, nothing contained in this Agreement shall require the Holders to: (i) convert, exercise or exchange any option or convertible securities in order to obtain any underlying Shares or (ii) vote, or execute any consent with respect to, any Shares underlying such options or convertible securities that have not yet been issued as of the applicable record date for that vote or consent.

Agreement to Vote. Hereafter until the Expiration Date, each Company Shareholder hereby unconditionally and irrevocably agrees that, during the time this Agreement is in effect, at the KTYB Meeting, and at any other meeting of the Shareholders shareholders of the Company (KTYB, however called, or any adjournment or postponement thereof), and in any action by written consent of the Shareholders of the Company requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Company), such Company Shareholder shall, if a meeting is held, : (a) appear at the meeting, in person or by proxy, each meeting or otherwise cause its Subject the Owned Shares to be counted as present thereat at each meeting for purposes of establishing calculating a quorum, and such Company Shareholder shall ; and (b) vote or provide consent (or cause to be voted or consentedvoted), in person or by proxy, all of its Subject Shares: the Owned Shares (ai) to approve in favor of (A) the adoption and adopt approval of the Merger, the Merger Agreement and the Transactions; transactions contemplated thereby, (bB) to authorize and approve the Merger to the extent the approval of any of the Company’s shareholders other matter that is required or applicable pursuant to facilitate the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable transactions contemplated by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement and (C) any proposal to adjourn or postpone the Transactionsmeeting to a later date if there are not sufficient votes to approve the Merger, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and the Transactions)transactions contemplated thereby; and (fii) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B) could reasonably be expected to result in a breach in any respect of any covenant, representation, representation or warranty or any other obligation or agreement of the Company under KTYB contained in the Merger Agreement or of Shareholder contained in this Agreement; and (Ciii) result in against any of the conditions set forth in Article VIII Acquisition Proposal or any other action, agreement or transaction that is intended, or could reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect consummation of the Merger or the transactions contemplated by the Merger Agreement not being fulfilled. Each Company or the performance by Shareholder hxxxxx agrees that it shall not commit or agree to take any action inconsistent with the foregoingof Shareholder’s obligations under this Agreement.

Agreement to Vote. Hereafter The Principal Stockholder hereby agrees that, from and after the date hereof and until the Expiration Date, each Company Shareholder hereby unconditionally and irrevocably agrees thatTermination Date (as defined in Section 18), at any meeting of the Shareholders stockholders of the Company (Company, however called, or in connection with any adjournment or postponement thereof), and in any action by written consent of the Shareholders stockholders of the Company requested by Company, the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent Principal Stockholder shall be delivered promptly, and in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Company), such Company Shareholder shall, if a meeting is held, appear at the each such meeting, in person or by proxy, or otherwise cause its Subject the Voting Shares to be counted as present thereat for purposes of establishing a quorum, and such Company Shareholder the Principal Stockholder shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares: (a) to approve and adopt the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented ) or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold act by written consent with respect to any merger, purchase of all or substantially all of the Company’s assets Voting Shares that are beneficially owned by the Principal Stockholder or other business combination transaction as to which the Principal Stockholder has, directly or indirectly, the right to vote or direct the voting, (other than a) in favor of adoption of the Merger Agreement and the Transactions)Merger and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement; and (fb) against any proposalaction that is intended to, action or agreement that would (A) could reasonably be expected to, impede, frustratedelay or prevent the consummation of the transactions contemplated by the Merger Agreement; and (c) against any Acquisition Proposal made by any person other than Buyer or any of its Affiliates. The Principal Stockholder hereby agrees that it will not enter into any voting or other similar agreement or understanding with any person or entity or grant a proxy or power of attorney with respect to the Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 2 and except as provided in Section 3 below) or vote or give instructions in any manner inconsistent with clause (a), prevent (b) or nullify (c) of the preceding sentence. The Principal Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any provision of the Principal Stockholder's Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the stockholders of the Company would be inconsistent with or frustrate the purposes of the other covenants of the Principal Stockholder pursuant to this paragraph. As used in this Agreement, "person" shall have the Merger Agreement or the Merger, (Bmeaning specified in Sections 3(a)(9) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement and 13(d)(3) of the Company under the Merger Agreement or (C) result in any of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit or agree to take any action inconsistent with the foregoingExchange Act.

Agreement to Vote. Hereafter until The Trust and Xx. Xxxxx hereby agree that during the Expiration Date, each Company Shareholder hereby unconditionally and irrevocably agrees thatterm of this Agreement, at the Stockholders Meeting and at any other meeting of the Shareholders stockholders of the Company (or Company, however called, including any adjournment adjournment, recess or postponement thereof), and the Trust shall, in any action by written consent of the Shareholders of the Company requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available each case to the shareholders of Parent and fullest extent that the Company), such Company Shareholder shall, if a meeting is held, Covered Shares are entitled to vote thereon or consent thereto: (a) appear at the meeting, (in person or by proxy, ) at each such meeting or otherwise cause its Subject all of the Covered Shares to be counted as present thereat for purposes of establishing calculating a quorum, and such Company Shareholder shall ; and (b) vote or provide consent (or cause to be voted or consentedvoted), in person or by proxy, all of its Subject the Covered Shares: : (ai) to approve in favor of the Merger and adopt the approval of the Merger Agreement and the Transactions; (b) to authorize and approve transactions contemplated by the Merger Agreement, including any amended and restated Merger Agreement or amendment to the extent Merger Agreement that increases the Per Share Merger Consideration or otherwise is or results in the Merger Agreement being more favorable to the Trust than the Merger Agreement in effect as of the date of this Agreement; (ii) in favor of the approval of any proposal to adjourn or postpone any meeting of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by stockholders of the Company to a later date if there are not sufficient votes for purposes adoption of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or on the Transactions, to vote, consent or approve date on which such meeting is held; (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and the Transactions); and (fiii) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B) reasonably be expected to result in a breach in any respect of any covenant, representation, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of the Trust contained in this Agreement; (iv) against any action, proposal, transaction or agreement that would reasonably be expected to impede, materially delay or adversely affect the consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions under the Merger Agreement, any of the other transactions contemplated by the Merger Agreement or (C) result change in any manner the voting rights of any class of shares of the conditions Company (including any amendments to the Company’s certificate of incorporation or bylaws); and (v) against any Acquisition Proposal; provided, however, that, notwithstanding the foregoing, in the event that there is any amendment to the Merger Agreement which (w) reduces or changes the form of the Per Share Merger Consideration, (x) changes the payment terms of the Merger Consideration in any respect adverse to the holders of the Common Stock, (y) waives the condition to the obligation of the Company set forth in Article VIII Section 6.3(c) (Tax Opinion) of the Merger Agreement not being fulfilledor amends that condition in a manner that is adverse to the holders of the Common Stock, or (z) effects any change that is materially adverse to the holders of the Common Stock, neither the Trust nor Xx. Each Company Shareholder hxxxxx agrees that it Xxxxx shall not commit have any obligation to vote any of the Covered Shares in accordance with this Section 2.1 in favor of the Merger or agree with respect to the Merger Agreement as so amended or take any other action inconsistent with the foregoingunder this Article 2.

Agreement to Vote. Hereafter From and after the date hereof and until the Expiration Date, each Company Shareholder hereby unconditionally and irrevocably agrees thatthis Agreement terminates pursuant to Section 4.1, at any every meeting of the Shareholders stockholders of the Company (or any Company, however called, and at every adjournment or postponement thereof), and or in connection with any action by written consent of the Shareholders stockholders of the Company, relating to any proposed action by the stockholders of the Company requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available with respect to the shareholders of Parent and matters set forth in Section 1.2(b) below, the Company)Stockholder irrevocably agrees to, such Company Shareholder shall, if a meeting is held, with respect to any Shares not purchased in the Offer: (a) appear at the meeting, in person or by proxy, each such meeting or otherwise cause its Subject the Shares owned beneficially or of record by the Stockholder to be counted as present thereat for purposes of establishing calculating a quorum, and such Company Shareholder shall ; and (b) vote or provide consent (or cause to be voted or consentedvoted), in person or by proxy, all the Shares owned beneficially or of its Subject Shares: record by the Stockholder, and any other voting securities of the Company (awhenever acquired), that are owned beneficially or of record by the Stockholder or as to which it has, directly or indirectly, the right to vote or direct the voting, (i) to approve and adopt in favor of approval of the Merger Agreement and each of the Transactions; other transactions contemplated thereby, (bii) to authorize and approve the Merger to the extent the against any action or agreement submitted for approval of the stockholders of the Company that Parent has provided the Stockholder with advance notice is or would reasonably be expected to result in any of the Company’s shareholders is required or applicable pursuant conditions to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required obligations under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement not being fulfilled or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and the Transactions); and (f) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement or (C) result in any of the conditions set forth Stockholder contained in Article VIII this Agreement, (iii) against any action, agreement or transaction submitted for approval to the stockholders of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit would reasonably be expected to materially impede, interfere or agree be inconsistent with, delay, postpone, discourage or materially and adversely affect the timely consummation of the Offer or the Merger, and (iv) against any other action, agreement or transaction submitted for approval to take any action inconsistent with the foregoingstockholders of the Company that would constitute a Superior Proposal.

Agreement to Vote. Hereafter until Subject to the Expiration Dateterms of this Agreement, each Company Shareholder Stockholder hereby irrevocably and unconditionally and irrevocably agrees that, during the time this Agreement is in effect, at any annual or special meeting of the Shareholders stockholders of the Company (or Company, however called, including any adjournment or postponement thereof), and in connection with any action proposed to be taken by written consent of the Shareholders stockholders of the Company requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptlyCompany, and such Stockholder shall, in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available each case to the shareholders of Parent and the Company), fullest extent that such Company Shareholder shall, if a meeting is held, Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at the meeting, (in person or by proxy, ) at each such meeting or otherwise cause its all such Subject Shares to be counted as present thereat for purposes of establishing determining a quorum, ; and such Company Shareholder shall vote or provide consent (or cause to b) be voted or consented), present (in person or by proxy, all of its Subject Shares: (a) to approve and adopt the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve vote (or cause to be voted), consented or approveddeliver (or cause to be delivered) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold a written consent with respect to any mergerto, purchase of all or substantially all of the Company’s assets or other business combination transaction its Subject Shares (other than the Merger Agreement and the Transactions); and (fi) against any proposal, action or agreement that would reasonably be expected to (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement Agreement, or of any Stockholder contained in this Agreement, or (CB) result in any of the conditions set forth in Article VIII 8 or Annex A of the Merger Agreement not being fulfilled. Each satisfied in a timely manner; (ii) against any change in the Company Shareholder hxxxxx agrees Board; (iii) against any Acquisition Proposal and against any other action, agreement or transaction involving the Company that it shall is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the Merger or the other transactions contemplated by the Merger Agreement, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer and the Merger); (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Intellectual Property Rights) of the Company or any reorganization, recapitalization or liquidation of the Company, or (z) any change in the present capitalization of the Company or any amendment or other change to the Certificate of Incorporation or Company Bylaws, in each case, to the extent not commit expressly permitted by the Merger Agreement; and (iv) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement, which is considered at any such meeting of stockholders, and in connection therewith to execute any documents reasonably requested by Parent which are necessary or agree appropriate in order to take any action inconsistent with effectuate the foregoing. Subject to the proxy granted under Section 1.3 below, each Stockholder shall retain at all times the right to vote the Subject Shares in such Stockholder’s sole discretion, and without any 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 Company’s stockholders generally.

Agreement to Vote. Hereafter until the Expiration Date, each Company Shareholder hereby unconditionally and irrevocably The Stockholder agrees that, from and after the date hereof and unless this Agreement terminates pursuant to Section 4.01, at the Company Stockholders Meeting or any other meeting of the Shareholders stockholders of the Company (or any Company, however called, and at every adjournment or postponement thereof), and or in any action by written consent other circumstance upon which a vote of all or some of the Shareholders stockholders of the Company requested is sought, relating to any proposed action by the Board of Directors stockholders of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available with respect to the shareholders of Parent and matters set forth in Section 1.02(b) below: (a) the Company), such Company Shareholder shall, if a meeting is held, Stockholder shall appear at the meeting, in person or by proxy, each such meeting or otherwise cause its Subject the Shares to be counted as present thereat for purposes of establishing calculating a quorum; (b) the Stockholder shall, and such Company Shareholder shall cause any holder of record of Shares on any applicable record date to, vote or provide consent (or cause to be voted or consentedvoted), in person or by proxy, all the Shares (i) in favor of its Subject Shares: (a) to approve and adopt adoption of the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any other action of the Company’s shareholders is required or applicable pursuant stockholders requested in furtherance thereof, including any proposal to adjourn the Company’s Organizational Documents; (c) to authorize and approve any amendment to meeting if there are not sufficient votes for the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes adoption of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or on the Transactionsdate on which such meeting is held, to vote, consent or approve and (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and the Transactions); and (fii) against any proposalother action, action agreement or agreement transaction submitted for approval to the stockholders of the Company that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Mergercould reasonably be expected to lead to a Company Takeover Proposal, (B) result in a would breach in any respect of any covenant, representation, representation or warranty or any other obligation or agreement of the Company Stockholder under the Merger Agreement this Agreement, or (C) result is intended or would reasonably be expected to impede, interfere with, discourage, adversely affect, delay or prevent the Offer, the Merger or the Transactions or change, in any manner that is adverse to the consummation of the conditions Offer, the Merger or the Transactions, the voting rights of any class of shares of the Company (including by way of amendments to the Company Charter or Company Bylaws). The Stockholder acknowledges that the obligations set forth in Article VIII this Section 1.02(b) shall apply whether or not there has been an Adverse Recommendation Change; and (c) the Stockholder hereby irrevocably grants a limited proxy to, and appoints, Parent and any designee of Parent, and each of them individually, his proxies and limited attorneys-in-fact, with full power of substitution and resubstitution, to vote, or execute and deliver a proxy to vote, during the term of this Agreement with respect to the Shares in accordance with this Section 1.02. This limited proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement not being fulfilledby Parent and Merger Sub, and to secure the performance of the duties of the Stockholder under this Agreement. Each Company Shareholder hxxxxx agrees The Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this limited proxy. This limited proxy and power of attorney granted by the Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by the Stockholder with respect to the Shares. The limited power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the death or incapacity of the Stockholder. The limited proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. The parties hereto acknowledge and agree that it neither Parent, nor any of its stockholders or affiliates, nor any of their partners, directors, officers, employees, agents or representatives of any of them, shall not commit incur any liability to any stockholder directly or agree indirectly in connection with, or as a result of, any exercise of the limited proxy granted to take Parent or any action inconsistent with the foregoingdesignee of Parent pursuant to this Section 1.02(c).

Agreement to Vote. Hereafter until the Expiration Date, each Company The Shareholder hereby unconditionally and irrevocably agrees that, from and after the date hereof and until the date on which this Agreement is terminated pursuant to Section 4.1, at the Golden West Meeting or any other meeting of the Shareholders shareholders of the Company (Golden West, however called, or in connection with any adjournment or postponement thereof), and in any action by written consent of the Shareholders shareholders of the Company requested Golden West, relating to any proposed action by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and Golden West with respect to the Company)matters set forth in Section 1.1(b) below, such Company the Shareholder shall, if a meeting is held, : (a) appear at the meeting, in person or by proxy, each such meeting or otherwise cause its Subject the Shares owned beneficially or of record by the Shareholder to be counted as present thereat for purposes of establishing calculating a quorum, and such Company Shareholder shall ; and (b) vote or provide consent (or cause to be voted or consentedvoted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering, all the Shares owned by the Shareholder, and any other voting securities of its Subject Shares: Golden West (awhenever acquired), that are owned beneficially or of record by the Shareholder or as to which he has, directly or indirectly, the right to vote or direct the voting, (i) to approve and adopt in favor of adoption of the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval any other action of any of the CompanyGolden West’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; requested in furtherance thereof and (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and the Transactions); and (fii) against any proposal, action or agreement submitted for approval of the shareholders of Golden West that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B) reasonably be expected to result in a breach in any respect of any covenant, representation, representation or warranty or any other obligation or agreement of the Company under Golden West contained in the Merger Agreement or (C) result in any of the conditions set forth Shareholder contained in Article VIII this Agreement; and (iii) against any Acquisition Proposal or any other action, agreement or transaction submitted for approval to the shareholders of Golden West that the Shareholder would reasonably expect is intended, or could reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect the Merger or this Agreement; provided, however, that the parties acknowledge that this Agreement is entered into by the Shareholder solely in his capacity as beneficial owner of the Merger Agreement not being fulfilled. Each Company Shares and that nothing in this Agreement, including without limitation Section 3.1(d), shall prevent the Shareholder hxxxxx agrees that it shall not commit or agree to take any action inconsistent with from discharging his fiduciary duties as a member of the foregoingboard of directors of Golden West.

Agreement to Vote. Hereafter until (a) Between the date hereof and the Expiration Date, each Company Shareholder hereby unconditionally and irrevocably agrees that, at any every meeting of the Shareholders stockholders of the Company (or any Pivotal, and at every adjournment or postponement thereof), and in any on every action or approval by written consent of the Shareholders stockholders of Pivotal, Dell and EMC LLC agree to, unconditionally and irrevocably, to the extent not voted by the Person(s) appointed under the Proxy Statement, or to cause the holder of record on any applicable record date to, vote all Class B Pivotal Shares that are then-owned of record by EMC LLC and entitled to vote or act by written consent: (i) in favor of the Company requested by the Board of Directors approval of the Company or otherwise undertaken as contemplated by Merger Agreement, the Transactions (which written consent shall be delivered promptly, Merger and in any event within five (5) Business Days, after each of the Registration Statement (as actions contemplated by the Merger AgreementAgreement in respect of which approval of the Pivotal stockholders is required thereunder; (ii) has been declared effective and has been delivered in favor of the approval of any proposal to adjourn or otherwise made available postpone the meeting to the shareholders of Parent and the Company), such Company Shareholder shalla later date, if a meeting is held, appear at there are not sufficient votes for the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes approval of establishing a quorum, and such Company Shareholder shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares: (a) to approve and adopt the Merger Agreement and the Transactions;Merger on the date on which such meeting is held; and (iii) against approval of any proposal, transaction, agreement or action, without regard to the terms of such proposal, transaction, agreement or action, made in opposition to, in competition with or inconsistent with, the Merger Agreement, the Merger or any other transactions contemplated thereby, other than in connection with a Superior Proposal or upon an Adverse Recommendation Change. (b) Dell, or EMC LLC at the direction of Dell, shall cast any vote required to authorize and approve the Merger to the extent the approval of any of the Company’s shareholders is required or applicable be cast pursuant to the Company’s Organizational Documents;this section 3 in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining whether a quorum is present. (c) Each of Dell and EMC LLC hereby revokes any and all previous proxies granted with respect to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions;Class B Pivotal Shares. (d) Nothing in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and the Transactions); and (f) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, including this section 3, limits or restrict any affiliate or designee of Dell or EMC LLC who serves as a member of the Merger Pivotal Board in acting in his or her capacity as a director of Pivotal and exercising his or her fiduciary duties and responsibilities, it being understood that this Agreement applies to Dell and EMC LLC solely in their capacity as a stockholder of Pivotal and does not apply to any such affiliate or designee’s actions, judgments or decisions as a director of Pivotal. Nothing in this Agreement requires either Dell or EMC LLC to vote in favor of, or against, any action that is not expressly contemplated by the Mergerforegoing clauses (a), (Bb) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreement or and (C) result in any of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit or agree to take any action inconsistent with the foregoingc).

Agreement to Vote. Hereafter until Prior to the Expiration DateTermination Date (as defined herein), each Company Shareholder hereby irrevocably and unconditionally and irrevocably agrees thatthat it shall, at any meeting of the Shareholders shareholders of the Company IMS Health (whether annual or any adjournment special and whether or postponement thereofnot an adjourned or postponed meeting), and however called, or in connection with any action proposed to be taken by written consent of the Shareholders of the Company requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Company), such Company Shareholder shall, if IMS Health (a) when a meeting is held, appear at the meeting, in person or by proxy, such meeting or otherwise cause its Subject the Covered Shares to be counted as present thereat for purposes the purpose of establishing a quorum, and such Company Shareholder shall respond to each request by IMS Health for written consent, if any, and (b) vote (or provide consent (consent), or cause to be voted at such meeting (or consentedvalidly execute and return and cause such consent to be granted with respect to), all Covered Shares (i) in person or by proxy, all favor of its Subject Shares: (a) to approve and adopt the adoption of the Merger Agreement and the Transactions; (b) any other matter that is required to authorize and approve facilitate the Merger and/or the other transactions contemplated by the Merger Agreement, including the Governance Matters, and (ii) against (A) any Acquisition Proposal with respect to IMS Health (an “IMS Health Acquisition Proposal”), (B) any other action, agreement or proposal that could reasonably be expected to impede, interfere with, delay, postpone, frustrate, prevent, nullify or adversely affect the extent the approval of Merger or any of the Companytransactions contemplated by the Merger Agreement or this Agreement or change in any manner the voting rights of any class of the capital stock of IMS Health, (C) any change in the present capitalization or dividend policy of IMS Health or any amendment or other change to IMS Health’s shareholders is required certificate of incorporation or applicable bylaws, except the Governance Matters or if approved by Quintiles, and (D) any other change in IMS Health’s corporate structure or business. In the event that such Shareholder’s proxy has been granted to Quintiles pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required Section 2(a), such Shareholder shall have no obligations under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought this Section 1 with respect to the Merger meeting of the shareholders of IMS Health for which such proxy has been granted. Except as explicitly set forth in this Section 1, nothing in this Agreement shall limit the right of each Shareholder to vote (including by proxy or the Transactionswritten consent, to vote, consent or approve (or cause to be voted, consented or approvedif applicable) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) of, against and withhold consent or abstain with respect to any merger, purchase of all or substantially all of the Companymatters presented to IMS Health’s assets or other business combination transaction (other than the Merger Agreement and the Transactions); and (f) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreement or (C) result in any of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit or agree to take any action inconsistent with the foregoingshareholders.

Agreement to Vote. Hereafter until Except as otherwise provided in this Agreement and except as prohibited by applicable law, the Expiration Date, each Company Shareholder hereby unconditionally and irrevocably Member agrees that, from and after the date hereof and until the date on which this Agreement is terminated pursuant to Section 4.1, at any the meeting of the Shareholders members of Xxxxx called to consider and act upon the approval of the Company Merger Agreement (the “Xxxxx Members’ Meeting”) or any other meeting of the members of Xxxxx at which any of the matters described below in Section 1.1(b) are to be voted upon, however called (and including any postponement or adjournment or postponement thereofof any such meeting), and or in connection with any action by written consent of the Shareholders members of Xxxxx with respect to any of the Company requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and matters described in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the CompanySection 1.1(b), such Company Shareholder the Member shall, if a meeting is held, : (a) appear at the meeting, each such meeting (in person or by proxy, ) or otherwise cause its Subject Shares all Total Voting Securities owned of record by the Member, or with respect to which the Member has the power to vote, in each case as of the record date used for determining the holders of Voting Securities entitled to vote at such meeting or to deliver such consent (the “Record Date”) to be counted as present thereat for purposes of establishing calculating a quorum, and such Company Shareholder shall ; and (b) vote or provide consent (or cause to be voted or consentedvoted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering, all Total Voting Securities owned of its Subject Shares: record by the Member or as to which the Member has the power to vote, in each case as of the Record Date, (ai) to approve and adopt in favor of adoption of the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any other action of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; Xxxxx members requested by Xxxxx in furtherance thereof, and (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (eii) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and the Transactions); and (f) against any proposal, action or agreement that would (A) impedeany action, frustrate, prevent agreement or nullify any provision transaction submitted for approval of this Agreement, the Merger Agreement or the Merger, (B) Xxxxx members that would reasonably be expected to result in a breach in any respect of any covenant, representation, representation or warranty or any other obligation or agreement of the Company under Member contained in this Agreement or of Xxxxx contained in the Merger Agreement, (B) against any Takeover Proposal or any other proposal, action, agreement or transaction submitted for approval to the Xxxxx members that could reasonably be expected to materially impede or interfere with, delay, postpone or materially and adversely affect the Merger, the Merger Agreement or this Agreement, and (C) result any changes in any the management or board of the conditions set forth in Article VIII managers of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit or agree to take any action inconsistent with the foregoingXxxxx.

Agreement to Vote. Hereafter until (a) At each and every Shareholders Meeting held after the Expiration Effective Time and prior to the Voting Termination Date, each Company Specified Shareholder hereby unconditionally and irrevocably agrees that, at (x) if any annual or special meeting of the Shareholders stockholders of the Company (or any adjournment or postponement thereof), and in any action by written consent of the Shareholders of the Company requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Company), such Company Shareholder shall, if a meeting is held, to appear at the meeting, in person or by proxy, such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and such Company Shareholder shall to vote or provide (y) to act by written consent with respect to (or cause to be voted or consentedacted upon by written consent), (i) all Shares for which such Specified Shareholder or any Subsidiary Holder thereof is the record holder or beneficial owner at the time of such vote or action by written consent and (ii) all Shares as to which such Specified Shareholder or any Subsidiary Holder thereof at the time of such vote or action by written consent has voting control, in person or by proxy, all of its Subject Shareseach case: (aA) In favor of: (i) All of the AAH Nominees; (ii) Any AAH Matter; and/or (iii) Any Other Matter, only if AAH has informed (by oral or written notice) the Specified Shareholders that AAH intends to approve and adopt vote in favor of such Other Matter; and (B) Against: (i) The election of any person or persons nominated in opposition to the Merger Agreement and AAH Nominees; (ii) Any matter brought before such Shareholders Meeting to be acted upon by the Transactions;shareholders of the Company that is in opposition to an AAH Matter; and/or (iii) Any Other Matter, only if AAH has informed (by oral or written notice) the Specified Shareholders that AAH intends to vote against such Other Matter. (b) to authorize At each and approve every Shareholders Meeting held after the Merger Effective Time and prior to the extent the approval of Voting Termination Date, each Shareholder hereby agrees (x) if any annual or special meeting of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by stockholders of the Company is held, to appear at such meeting or otherwise cause its Shares to be counted as present thereat for purposes of effecting the Transactions; establishing a quorum, and to vote or (dy) in any other circumstances upon which a act by written consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be votedvoted or acted upon by written consent), consented or approved(i) all Shares for which such Shareholder or any Subsidiary Holder thereof is the record holder or beneficial owner at the time of such Company Shareholder’s Subject Shares held vote or action by written consent and (ii) all shares as to which such Shareholder or any Subsidiary Holder thereof at the time of such time vote or action by written consent has voting control, in each case in favor thereof; of (eA) against and withhold consent with respect to any merger, purchase at least one Dealer Nominee if the total number of all or substantially all Directors (excluding Directors that are employees of the Company’s assets or other business combination transaction (other ) on the Board of Directors at the time of such Shareholders Meeting is less than the Merger Agreement seven and the Transactions); and (f) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision at least two Dealer Nominees if such number of this Agreement, the Merger Agreement or the Merger, Directors is more than six and (B) result in a breach in any respect against the election of any covenant, representation, warranty person or any other obligation or agreement of the Company under the Merger Agreement or (C) result persons nominated in any of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit or agree opposition to take any action inconsistent with the foregoingsuch Dealer Nominee(s).

Agreement to Vote. Hereafter until The Individual hereby irrevocably and unconditionally agrees that during the Expiration Date, each Company Shareholder hereby unconditionally and irrevocably agrees thatterm of this Agreement, at Seller’s Shareholders’ Meeting or at any other meeting of the Shareholders shareholders of the Company (or Seller, however called, including any adjournment or postponement thereof), and in connection with any action by written consent of the Shareholders shareholders of Seller, the Individual shall, in each case to the fullest extent that such matters are submitted for the vote or written consent of the Company requested by Individual and that the Board of Directors of the Company Covered Shares are entitled to vote thereon or otherwise undertaken as contemplated by the Transactions consent thereto: (which written consent shall be delivered promptly, and in any event within five (5a) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Company), such Company Shareholder shall, if a meeting is held, appear at the meeting, in person or by proxy, each such meeting or otherwise cause its Subject the Covered Shares as to which the Individual controls the right to vote to be counted as present thereat for purposes of establishing calculating a quorum, and such Company Shareholder shall ; and (b) vote or provide consent (or cause to be voted or consentedvoted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its Subject Sharesthe Covered Shares as to which the Individual controls the right to vote: (ai) to approve in favor of the adoption and adopt approval of the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any consummation of the Company’s shareholders is transactions contemplated thereby, including the Merger, and any actions required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor furtherance thereof; (e) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and the Transactions); and (fii) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B) could result in a breach in any respect of any covenant, representation, representation or warranty or any other obligation or agreement of the Company Seller under the Merger Agreement or (C) result in any of the conditions set forth Individual contained in Article VIII this Agreement; (iii) against any Acquisition Proposal, without regard to the terms of such Acquisition Proposal; and (iv) against any action, agreement, amendment to any agreement or organizational document, transaction, matter or proposal submitted for the vote or written consent of the shareholders of Seller that is intended or would reasonably be expected to impede, interfere with, prevent, delay, postpone, discourage, disable, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit or agree to take any action inconsistent with this Agreement or the foregoingperformance by Seller of its obligations under the Merger Agreement or by the Individual of his or her obligations under this Agreement.

Agreement to Vote. Hereafter until Subject to the Expiration Dateterms of this Agreement, each Company Shareholder Stockholder hereby irrevocably and unconditionally and irrevocably agrees that, for so long as this Agreement has not been validly terminated in accordance with its terms, at any annual or special meeting of the Shareholders stockholders of the Company (or Company, however called, including any adjournment or postponement thereof), and in connection with any action proposed to be taken by written consent of the Shareholders stockholders of the Company requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptlyCompany, and such Stockholder shall, in any event within five (5) Business Dayseach case, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Company), fullest extent that such Company Shareholder shall, if a meeting is held, Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at the meeting, in person or by proxy, each such meeting or otherwise cause its all such Subject Shares to be counted as present thereat for purposes of establishing determining a quorum, quorum and such Company Shareholder shall vote or provide consent (or cause to b) be voted or consented), present (in person or by proxy, all of its Subject Shares: (a) to approve and adopt the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve vote (or cause to be voted), consented or approveddeliver (or cause to be delivered) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold a written consent with respect to any mergerto, purchase of all or substantially all of the Company’s assets or other business combination transaction its Subject Shares (other than the Merger Agreement and the Transactions); and (fi) against any proposal, action or agreement that would reasonably be expected to (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement Agreement, or of any Stockholder contained in this Agreement, or (CB) result in any of the conditions set forth in Article VIII or Annex C of the Merger Agreement not being fulfilledsatisfied on or before the Outside Date; (ii) against any change in the members of the Company Board of Directors that is not recommended by the Company Board of Directors; and (iii) against any Acquisition Proposal. Each Company Shareholder hxxxxx agrees Subject to the proxy granted under Section 1.3 below, each Stockholder shall retain at all times the right to vote such Stockholder’s Subject Shares in such Stockholder’s sole discretion, and without any other limitation, on any matters other than those expressly set forth in this Section 1.2 that it shall not commit are at any time or agree from time to take time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, the foregoing commitments in Sections 1.1 and 1.2 apply to any action inconsistent with Subject Shares held by any trust, limited partnership or other entity directly or indirectly holding Subject Shares over which the foregoingapplicable Stockholder exercises direct or indirect voting control.

Agreement to Vote. Hereafter (a) From the date hereof until the Expiration Datetermination of this Agreement in accordance with Section 5.1, each Company Shareholder hereby unconditionally except to the extent waived in writing by Parent in its sole and irrevocably agrees thatabsolute discretion, at any meeting of the Shareholders stockholders of the Company (Company, however called, or at any adjournment thereof, or postponement thereof), and in connection with any action by written consent of the Shareholders of the Company requested by the Board of Directors stockholders of the Company or otherwise undertaken as contemplated in any other circumstances upon which a vote, consent or other approval of all or some of the stockholders of the Company is sought, each Company Stockholder shall vote (or cause to be voted) all of such Company Stockholder’s Subject Shares (to the extent the Subject Shares are not purchased in the Offer) and any other shares of capital stock of the Company owned, beneficially or of record, by such Company Stockholder during the Transactions (which term of this Agreement that are entitled to vote at such meeting or in such written consent shall be delivered promptly(collectively, the “Voting Shares”): (a) in favor of adoption of the Merger Agreement; and in any event within five (5b) Business Days, after against the Registration Statement following actions (as other than the Merger and the transactions contemplated by the Merger Agreement): (i) has been declared effective any Acquisition Proposal or Acquisition Transaction; (ii) any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; and has been delivered (iii) any other action, transaction or proposal involving the Company or any of its Subsidiaries that is intended or would reasonably be expected to prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise made available to materially adversely affect the shareholders Offer, the Merger, the Merger Agreement, any of Parent and the Company), such Company Shareholder shall, if transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing. (b) In the event that a meeting of the stockholders of the Company is held, each Company Stockholder shall, or shall cause the holder of record of its Voting Shares on any applicable record date to, appear at the meeting, in person or by proxy, such meeting or otherwise cause its Subject Voting Shares to be counted as present thereat for purposes of establishing a quorum, and such Company Shareholder shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares: (a) to approve and adopt the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents;. (c) Each Company Stockholder shall not enter into any agreement or understanding with any Person to authorize and approve vote or give instructions in any amendment to manner inconsistent with the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes terms of effecting the Transactions;this Section 1.2. (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational DocumentsEACH COMPANY STOCKHOLDER HEREBY IRREVOCABLY GRANTS TO AND APPOINTS XXXXX X. XXXXXX AND XXXXXXXX X. TU, the Company Financing Agreements IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF PARENT, AND ANY INDIVIDUAL WHO SHALL HEREAFTER SUCCEED TO ANY SUCH OFFICE OF PARENT, AND EACH OF THEM INDIVIDUALLY, SUCH COMPANY STOCKHOLDER’S PROXY AND ATTORNEY-IN-FACT (as defined belowWITH FULL POWER OF SUBSTITUTION), FOR AND IN THE NAME, PLACE AND STEAD OF SUCH COMPANY STOCKHOLDER, TO REPRESENT, VOTE AND OTHERWISE ACT (BY VOTING AT ANY MEETING OF STOCKHOLDERS OF THE COMPANY, BY WRITTEN CONSENT IN LIEU THEREOF OR OTHERWISE) or otherwise sought with respect to the Merger Agreement or the TransactionsWITH RESPECT TO THE VOTING SHARES OWNED OR HELD BY SUCH COMPANY STOCKHOLDER REGARDING THE MATTERS REFERRED TO IN SECTION 1.2(a) HEREOF UNTIL THE TERMINATION OF THIS AGREEMENT, to voteTO THE SAME EXTENT AND WITH THE SAME EFFECT AS SUCH COMPANY STOCKHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, consent or approve RULES AND REGULATIONS. THE PROXY GRANTED PURSUANT TO THIS SECTION 1.2(d) IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE. EACH COMPANY STOCKHOLDER WILL TAKE SUCH FURTHER ACTION AND WILL EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. EACH COMPANY STOCKHOLDER HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY GRANTED WITH RESPECT TO ANY OF THE VOTING SHARES THAT MAY HAVE HERETOFORE BEEN APPOINTED OR GRANTED WITH RESPECT TO THE MATTERS REFERRED TO IN SECTION 1.2(a) HEREOF, AND NO SUBSEQUENT PROXY (or cause to be votedWHETHER REVOCABLE OR IRREVOCABLE) OR POWER OF ATTORNEY SHALL BE GIVEN BY SUCH COMPANY STOCKHOLDER, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold consent with respect to any mergerEXCEPT AS REQUIRED BY ANY LETTER OF TRANSMITTAL IN CONNECTION WITH THE OFFER. THE PARTIES ACKNOWLEDGE AND AGREE THAT NEITHER PARENT, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and the TransactionsNOR ANY OF ITS SUCCESSORS, ASSIGNS, AFFILIATES, SUBSIDIARIES, EMPLOYEES, OFFICERS, DIRECTORS, STOCKHOLDERS, AGENTS OR OTHER REPRESENTATIVES, SHALL INCUR ANY LIABILITY TO ANY STOCKHOLDER IN CONNECTION WITH OR AS A RESULT OF ANY EXERCISE OF THE PROXY GRANTED TO PARENT PURSUANT TO THIS SECTION 1.2(d); and (f) against any proposal, action or agreement that would (A) impedeOTHER THAN FOR A BREACH OF THIS SECTION 1.2(d). NOTWITHSTANDING THE FOREGOING, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreement or (C) result in any of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit or agree to take any action inconsistent with the foregoingTHIS PROXY SHALL TERMINATE UPON TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS.

Agreement to Vote. Hereafter (a) From the date of this Agreement until the Expiration DateTime (as defined below), Stockholder will (and, if applicable, will cause each Company Shareholder hereby unconditionally and irrevocably agrees that, of its Affiliates that has the right to vote or direct the voting of any Subject Shares (as defined below) to) (i) appear at any meeting of the Shareholders of the Company (or any adjournment or postponement thereof), and in any action by written consent of the Shareholders of the Company requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Company), such Company Shareholder shall, if a meeting is held, appear at the meeting, in person or by proxy, stockholders or otherwise cause its any Subject Shares to be counted as present thereat for purposes of establishing calculating a quorum, (ii) (A) vote in favor of, or (B) in the event that the Company seeks Stockholder’s approval via written consent, as promptly as reasonably practicable (and such Company Shareholder shall vote or provide consent in any event within two (or cause to be voted or consented), in person or by proxy, all of its Subject Shares: (a2) to approve and adopt Business Days) following the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable delivery by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon applicable Consent Solicitation Statement), duly execute and deliver to the Company and Parent the written approval solicited by the Company pursuant to such Consent Solicitation Statement under which a Stockholder shall irrevocably and unconditionally consent or other approval is required under the Company’s Organizational Documentsto, the Company Financing Agreements Stockholder Matters (as defined belowherein), and (iii) withhold its approval of or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and the Transactions); and (f) vote against any action, proposal, action transaction or agreement that would could reasonably be expected to (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B1) result in a breach in any respect of any covenant, representation, representation or warranty or any other obligation or agreement of the Company under this Agreement or the Merger Agreement or (C2) result in otherwise interfere with the Transactions. (b) Stockholder will not enter into any agreement with any Person (other than the Company) prior to the Expiration Time (with respect to periods prior to the Expiration Time) directly or indirectly to vote, grant any proxy or give instructions with respect to the voting of the conditions set forth Subject Shares, the effect of which would be inconsistent with or violate any provision contained in Article VIII herein. Any vote or consent (or withholding of a vote or consent or otherwise abstaining from voting or consenting) by Stockholder that is not in accordance with this Section 1.1 will be considered null and void. (c) The Company may, in its sole discretion, waive the provisions of this Section 1.1 as to any matter brought to the stockholders of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit for a vote (or agree consent pursuant to take any an action inconsistent with by written consent of the foregoingstockholders, if applicable).

Agreement to Vote. Hereafter From and after the date hereof and until the Expiration Date, each Company Shareholder hereby unconditionally and irrevocably agrees thatthis Agreement terminates pursuant to Section 4.1, at any every meeting of the Shareholders stockholders of the Company (or any Company, however called, and at every adjournment or postponement thereof), and or in connection with any action by written consent of the Shareholders stockholders of the Company, relating to any proposed action by the stockholders of the Company requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available with respect to the shareholders of Parent and matters set forth in Section 1.2(b) below, the Company)Stockholder irrevocably agrees to, such Company Shareholder shall, if a meeting is held, with respect to any Shares not purchased in the Offer: (a) appear at the meeting, in person or by proxy, each such meeting or otherwise cause its Subject the Shares owned beneficially or of record by the Stockholders to be counted as present thereat for purposes of establishing calculating a quorum; and (b) unless Parent votes the Shares directly pursuant to the proxy granted by Section 1.3 below, and such Company Shareholder shall vote or provide consent (or cause to be voted or consentedvoted), in person or by proxy, all the Shares owned beneficially or of its Subject Shares: record by the Stockholder, and any other voting securities of the Company (awhenever acquired), that are owned beneficially or of record by the Stockholder or as to which he has, directly or indirectly, the right to vote or direct the voting, (i) to approve and adopt in favor of approval of the Merger Agreement and each of the Transactions; other transactions contemplated thereby, (bii) to authorize and approve the Merger to the extent the against any action or agreement submitted for approval of the stockholders of the Company that Parent has provided the Stockholder with advance notice is or would reasonably be expected to result in any of the Company’s shareholders is required or applicable pursuant conditions to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required obligations under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement not being fulfilled or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and the Transactions); and (f) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement or (C) result in any of the conditions set forth Stockholder contained in Article VIII this Agreement, (iii) against any action, agreement or transaction submitted for approval to the stockholders of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit would reasonably be expected to materially impede, interfere or agree be inconsistent with, delay, postpone, discourage or materially and adversely affect the timely consummation of the Offer or the Merger; and (iv) against any other action, agreement or transaction submitted for approval to take any action inconsistent with the foregoingstockholders of the Company that would constitute a Takeover Proposal.

Agreement to Vote. Hereafter until the Expiration Date, each Company Shareholder (a) Stockholder hereby irrevocably and unconditionally and irrevocably agrees that, during the term of this Agreement, at the Stockholders’ Meeting and at any other meeting of the Shareholders stockholders of the Company (or Company, however called, including any adjournment or postponement thereof), and in connection with any action by written consent of the Shareholders stockholders of the Company requested by (the Board date of Directors the taking of any such action being an applicable “Determination Date”), Stockholder shall, in each case, to the fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company or otherwise undertaken as contemplated by the Transactions is sought: (which written consent shall be delivered promptly, and in any event within five (5i) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Company), such Company Shareholder shall, if a meeting is held, appear at the meeting, in person or by proxy, each such meeting or otherwise cause its Subject Stockholder’s Covered Company Shares to be counted as present thereat for purposes of establishing calculating a quorum, ; and such Company Shareholder shall (ii) vote or provide consent (or cause to be voted or consentedvoted), in person or by proxy, or if applicable deliver (or cause to be delivered) a written consent covering, all of its Subject Shares: Stockholder’s Covered Company Shares (aA) in favor of the approval and adoption of the Merger, the Merger Agreement and any other action in furtherance of the consummation of the Merger and the related transactions; (B) in favor of any proposal to approve and adopt adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval of the Merger Agreement and the Transactions; transactions contemplated thereby, including the Merger; (bC) to authorize against any Acquisition Proposal (including any Superior Proposal and approve other than the Merger to the extent the approval of Merger); and (D) against any of the Company’s shareholders is required other agreement, transaction, action or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents omission that is deemed necessary intended to, or advisable by would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate the Company for purposes of effecting or adversely affect the Transactions; (d) in any Mergers or the other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to transactions contemplated by the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and the Transactions); and (f) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of performance by the Company of its obligations under the Merger Agreement or by Stockholder of its obligations under this Agreement. (Cb) result Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of Stockholder in this Section 2.1 shall apply whether or not the Merger or any action above is recommended by the Board of Directors of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit (or agree to take any action inconsistent with the foregoingcommittee thereof).

Agreement to Vote. Hereafter until the Expiration Date, each Company The Shareholder hereby unconditionally and irrevocably agrees that, from and after the date hereof and until the date on which this Agreement is terminated pursuant to Section 4.1, at the Golden West Meeting or any other meeting of the Shareholders shareholders of the Company (Golden West, however called, or in connection with any adjournment or postponement thereof), and in any action by written consent of the Shareholders shareholders of the Company requested Golden West, relating to any proposed action by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and Golden West with respect to the Company)matters set forth in Section 1.1(b) below, such Company the Shareholder shall, if a meeting is held, : (a) appear at the meeting, in person or by proxy, each such meeting or otherwise cause its Subject the Shares owned beneficially or of record by the Shareholder to be counted as present thereat for purposes of establishing calculating a quorum, and such Company Shareholder shall ; and (b) vote or provide consent (or cause to be voted or consentedvoted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering, all the Shares owned by the Shareholder, and any other voting securities of its Subject Shares: Golden West (awhenever acquired), that are owned beneficially or of record by the Shareholder or as to which she has, directly or indirectly, the right to vote or direct the voting, (i) to approve and adopt in favor of adoption of the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval any other action of any of the CompanyGolden West’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; requested in furtherance thereof and (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and the Transactions); and (fii) against any proposal, action or agreement submitted for approval of the shareholders of Golden West that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B) reasonably be expected to result in a breach in any respect of any covenant, representation, representation or warranty or any other obligation or agreement of the Company under Golden West contained in the Merger Agreement or (C) result in any of the conditions set forth Shareholder contained in Article VIII this Agreement; and (iii) against any Acquisition Proposal or any other action, agreement or transaction submitted for approval to the shareholders of Golden West that the Shareholder would reasonably expect is intended, or could reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect the Merger or this Agreement; provided, however, that the parties acknowledge that this Agreement is entered into by the Shareholder solely in her capacity as beneficial owner of the Merger Agreement not being fulfilled. Each Company Shares and that nothing in this Agreement, including without limitation Section 3.1(d), shall prevent the Shareholder hxxxxx agrees that it shall not commit or agree to take any action inconsistent with from discharging her fiduciary duties as a member of the foregoingboard of directors of Golden West.

Agreement to Vote. Hereafter until Pursuant to Section 6.2 of the Expiration DatePurchase Agreement, each the Company Shareholder shall call a meeting of its shareholders to be held no later than June 30, 2017 and to submit at such meeting an amendment to the Articles increasing the authorized shares of Common Stock to a number not less than the Conversion Threshold, as defined in the Certificate of Designation. Each Stockholder hereby irrevocably and unconditionally and irrevocably agrees that, at the annual meeting of stockholders or any other meeting of the Shareholders stockholders of the Company (or Company, however called, including any adjournment or postponement thereof), and in any action by written consent of the Shareholders of the Company requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Company), such Company Shareholder Stockholder shall, if a meeting is heldwith respect to all Shares held of record or beneficially by such Stockholder, appear at the meeting, in person or by proxy, or otherwise cause its Subject such Shares to be present and counted as present thereat for purposes of establishing determining a quorum, quorum at such meeting and such Company Shareholder shall vote or provide consent voted (or cause caused to be voted or consentedvoted), in person or by proxy, all of its Subject Sharesto the fullest extent such Shares are entitled to vote thereon: (a) in favor of a proposal approving the increase of the number of authorized shares of Common Stock to approve and adopt an amount at least equal to the Merger Agreement and the TransactionsConversion Threshold; (b) to authorize and approve the Merger to the extent in favor of the approval and adoption of any other matters requiring approval by holders of Common Stock that may be reasonably necessary to effectuate the Company’s shareholders is required or applicable pursuant to transactions contemplated by the Company’s Organizational DocumentsPurchase Agreement and the other Transaction Agreements; (c) against the approval of any action or agreement made in opposition to, or in competition with or proposed to authorize and approve any amendment to be made or entered into in lieu of, the Company’s Organizational Documents that is deemed necessary or advisable transactions contemplated by the Company for purposes Transaction Agreements; and against the approval of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and the Transactions); and (f) against any proposal, action or agreement that would (A) is intended or reasonably likely to impede, frustrateinterfere with, prevent discourage, delay, postpone, or nullify any provision of this Agreement, otherwise adversely affect or inhibit the Merger Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement timely consummation of the Company under transactions contemplated by the Merger Agreement Transaction Agreements. The foregoing notwithstanding, no holder shall be required to convert Preferred Stock or (C) result in exercise any warrants to purchase Common Stock for the purpose of voting the conditions set forth in Article VIII of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit or agree to take any action inconsistent with the foregoingunderlying Common Stock.

Agreement to Vote. Hereafter until Prior to the Expiration Date, each Company Shareholder hereby unconditionally and irrevocably agrees that, at any meeting of the Shareholders stockholders of the Company (Company, however called, or at any adjournment or postponement thereof), and or in any action by written other circumstance in which the vote, consent or other approval of the Shareholders stockholders of the Company requested by the Board is sought (each, a “Company Stockholders Meeting”), Stockholder irrevocably and unconditionally (except as expressly provided herein) agrees that it shall, and shall cause any other holder of Directors record of the Company or otherwise undertaken as contemplated by the Transactions Covered Shares to, either (which written consent shall be delivered promptly, and in any event within five (5a) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Company), such Company Shareholder shall, if a meeting is held, appear at the meeting, in person or by proxy, each such meeting or otherwise cause its Subject all Covered Shares to be counted as present thereat for purposes of establishing calculating a quorum, quorum and such Company Shareholder shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares: (a) to approve and adopt the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all Covered Shares, or (b) if action is to be taken by written consent in lieu of such a Company Shareholder’s Subject Stockholders Meeting, execute and deliver a written consent (or cause a written consent to be executed and delivered) covering all Covered Shares held at such time (in each case to the extent that the Covered Company Shares are entitled to vote thereon or consent thereto): (i) in favor thereofof the adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated by the Merger Agreement; (eii) against and withhold consent in favor of any adjournment or postponement recommended by the Company with respect to any merger, purchase of all Company Stockholders Meeting to the extent permitted or substantially all required pursuant to Section 5.3 of the Company’s assets Merger Agreement; (iii) against any Company Acquisition Proposal; (iv) against any merger agreement or other business combination transaction merger (other than the Merger Agreement and the TransactionsMerger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company, in each case except as consented to by Parent or as expressly permitted by the Merger Agreement; and (fv) against any proposal, action or agreement submitted to the stockholders of the Company (other than any proposal, action or agreement that would is consented to by Parent or is otherwise expressly permitted by the Merger Agreement) that is intended to (A) materially impede, frustrate, interfere with, delay, postpone, prevent or nullify any provision of this Agreement, otherwise impair the Merger Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under transactions contemplated by the Merger Agreement or (CB) result in any of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it Stockholder shall not commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote. Hereafter Subject to the terms and conditions hereof, each Shareholder irrevocably and unconditionally agrees that from and after the date hereof and until the earliest to occur of (i) the Effective Time; (ii) the termination of the Merger Agreement in accordance with its terms; and (iii) the written agreement of the Purchaser Parties to terminate this Agreement (such earliest occurrence being the “Expiration Date, each Company Shareholder hereby unconditionally and irrevocably agrees thatTime”), at any meeting (whether annual or special, and at each adjourned or postponed meeting) of the Shareholders of the Company Company’s shareholders, however called, or in any other circumstances (including any action sought by written consent) upon which a vote or other consent or approval is sought (any adjournment such meeting or postponement thereofother circumstance, a “Shareholder Meeting”), and each Shareholder will (y) appear, unless otherwise expressly consented to in any action by written consent of the Shareholders of the Company requested writing by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Company), such Company Shareholder shall, if a meeting is held, appear at the meetingPurchaser Parties, in person or by proxytheir sole and absolute discretion, at such a meeting, or otherwise cause its Subject his or her Owned Shares to be counted as present thereat thereat, for purposes of establishing calculating a quorumquorum and respond to any request by the Company for written consent, if any, and such Company Shareholder shall vote or provide consent (z) vote, or cause to be voted or consented)(including by written consent, in person or by proxy, if applicable) all of its Subject the Shares Beneficially Owned by such Shareholder as of the relevant time (collectively, the “Owned Shares:”): (aA) to approve and adopt in favor of the approval of the Merger Agreement (whether or not recommended by the Company Board or any committee thereof) and the Transactionsapproval of the transactions contemplated thereby, including the Merger; (bB) to authorize and approve the Merger to the extent in favor of the approval of any other matter to be approved by the shareholders of the Company’s shareholders is required or applicable pursuant Company to facilitate the Company’s Organizational Documentstransactions contemplated by the Merger Agreement, including the Merger; (cC) to authorize and approve against any amendment to the Company’s Organizational Documents that is deemed necessary Takeover Proposal or advisable any transaction contemplated by the Company for purposes of effecting the Transactionssuch Takeover Proposal; (dD) against any proposal made in any other circumstances upon which a consent opposition to, or other approval is required under the Company’s Organizational Documentsin competition or inconsistent with, the Company Financing Agreements (as defined below) Merger or otherwise sought with respect to the Merger Agreement Agreement, including the adoption thereof or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor consummation thereof; (eE) against and withhold consent with respect to any mergerextraordinary dividend, purchase of all distribution or substantially all recapitalization by the Company or change in the capital structure of the Company’s assets or other business combination transaction Company (other than pursuant to or as explicitly permitted by the Merger Agreement and the TransactionsAgreement); and (fF) against any proposal, action or agreement that would (A) impede, frustrate, reasonably be expected to prevent or nullify any provision of this Agreement, delay the Merger Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreement or (C) result in any condition to the consummation of the conditions Merger set forth in Article VIII VI of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote. Hereafter until the Expiration Date, each Company Shareholder (a) The Sponsor hereby irrevocably and unconditionally and irrevocably agrees thatagrees, at any meeting of the Shareholders shareholders of Broadstone duly called and convened in accordance with the Company (Organisational Documents of Broadstone, whether or any adjournment not adjourned and however called, including at the Special Shareholder Meeting or postponement thereof)otherwise, and in any action by written consent of the Shareholders shareholders of Broadstone, (i) to vote, or cause to be voted, or execute and return, or cause to be executed and returned, an action by written consent with respect to, as applicable, all of the Company requested Sponsor’s Purchaser Class B Shares and Purchaser Class A Shares (if any) (the “Sponsor Purchaser Ordinary Shares”), in each case, held of record or beneficially by the Board of Directors Sponsor as of the Company date of this Agreement, or to which the Sponsor acquires record or beneficial ownership after the date hereof and prior to the Share Acquisition Closing (the “Closing”) (including by reason of the Merger) (collectively, the “Subject Equity Securities”) in favor of each of the Shareholder Approval Matters, in each case, to the extent such Subject Equity Securities are entitled to vote thereon or consent thereto (ii) when such meeting is held, appear at such meeting or otherwise undertaken cause the applicable Subject Equity Securities to be counted as present thereat for the purpose of establishing a quorum, (iii) to the fullest extent permitted under applicable Law, waive any dissenters, appraisal or other similar rights, whether such rights are afforded by law or contract, in respect of the transactions contemplated by the Business Combination Agreement and the Ancillary Documents, including the Merger, (iv) to vote against, or cause to be voted against, or withhold consent, or cause consent to be withheld, with respect to, any other matter, action or proposal that would reasonably be expected to result in (x) a breach of any of Broadstone, Pubco or Merger Sub’s (each a “Broadstone Party”) covenants, agreements or obligations under the Business Combination Agreement or any of the Ancillary Documents or (y) any of the conditions to the consummate of the Transactions set forth in Articles 10.1 (which written consent Condition to Each Party’s Obligations) or 10.3 (Conditions to Obligations of Purchaser, Pubco and Merger Sub) of the Business Combination Agreement not being satisfied; and (v) not to redeem, elect to redeem or tender or submit any of its Subject Equity Securities for redemption in connection with the Shareholder Approval Matters, the Merger, the Share Acquisition or any other transactions contemplated by the Business Combination Agreement. Without limiting the generality of the foregoing, prior to any valid termination of the Business Combination Agreement, to the extent within its power to do so in its capacity as holder of Sponsor Purchaser Ordinary Shares, the Sponsor shall take, or cause to be delivered promptlytaken, all actions and to do, or cause to be done, all things reasonably necessary under applicable Laws to consummate the Merger and the other transactions contemplated by the Business Combination Agreement and on the terms and subject to the conditions set forth therein. The obligations of the Sponsor specified in this Section 1 shall apply whether or not the Merger, any of the transactions contemplated by the Merger Agreement or any action described above is recommended by Broadstone’s or the Sponsor’s board of directors. (b) The Sponsor irrevocably and unconditionally agrees that, as promptly as reasonably practicable (and in any event within five (5) Business Days, after ) following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act and upon written notice thereof from the Company or Broadstone, it shall duly execute and deliver to Pubco properly completed and duly executed stock transfer form(s), in each case with respect to that Subject Equity Securities, or indemnities in respect thereof (the “STFs”), together with any and all Ancillary Documents required to be executed and delivered by the Sponsor as such are provided for in the Business Combination Agreement, and any other agreement, instrument or document required by the Company or Broadstone to validate, give effect to or otherwise implement the Business Combination Agreement and the Transactions (together the “Share Acquisition Documents”). (c) The Sponsor hereby agrees, consents to and approves (i) the transactions contemplated by the Merger AgreementBusiness Combination and the Ancillary Documents and (ii) has been declared effective entry into by the Sponsor the Business Combination Agreement and has been delivered the Share Acquisition Documents. (d) Without limiting any other rights or remedies of the Company, in the event that Sponsor fails to perform or otherwise made available comply with the covenants, agreements or obligations set forth in Section 1(a) or Section 1(b) hereof (such failure, a “POA Event”), then, solely in such circumstances and solely to the shareholders extent set forth herein, the Sponsor hereby irrevocably appoints each member of Parent the board of directors of the Company as the Sponsor’s true and the Companylawful representative, agent, attorney and proxy (with full power of substitution and resubstitution), such Company Shareholder shallfor and in the name, if a place and stead of Sponsor (the “Appointment”), (i) to execute and deliver on its behalf all Share Acquisition Documents, (ii) to attend on behalf of Sponsor any meeting is heldof Broadstone’s shareholders with respect to the matters described in Section 1(a) or Section 1(b) hereof, appear at (iii) to include the meeting, applicable Subject Equity Securities in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat any computation for purposes of establishing a quorum, quorum at any such meeting of the holders of Purchaser Ordinary Shares and such Company Shareholder shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares: (aiv) to approve and adopt the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve vote (or cause to be voted), consented or approveddeliver a written consent (or withhold consent), or waive, revoke or not assert any right, if applicable, with respect to the applicable Subject Equity Securities on the matters specified in, and in accordance and consistent with Section 1(a) all or Section 1(b) hereof in connection with any meeting of such Company Shareholder’s the holders of Purchaser Ordinary Shares or any action by written consent by the holders of Purchaser Ordinary Shares. The Sponsor hereby revokes any appointment previously granted by it with respect to the Subject Shares held at such time Equity Securities, if any. Notwithstanding anything contained herein to the contrary, this Appointment shall automatically terminate upon the earlier of the termination of the Business Combination Agreement in favor thereof;accordance with its terms or the Share Acquisition Closing. (e) against The Appointment granted by the Sponsor is granted in consideration for the Company and withhold consent Broadstone entering into the Business Combination Agreement and agreeing to consummate the transactions contemplated thereby. The Appointment granted by the Sponsor is unconditional and irrevocable and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by the Sponsor. The Appointment may only be exercised with respect to the matters described in Section 1(a) or Section 1(b). Upon the occurrence of a POA Event, the Sponsor hereby approves, authorizes and ratifies everything which any merger, purchase of all or substantially all member of the Company’s assets or other business combination transaction (other than board of directors of the Merger Agreement Company shall lawfully due pursuant to this Section 1 to the extent consistent with the terms and the Transactions); and (f) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision conditions of this Agreement, the Merger Business Combination Agreement or and the Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreement or (C) result in any of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit or agree to take any action inconsistent with the foregoingShare Acquisition Documents.

Agreement to Vote. Hereafter until Subject to the Expiration Dateterms of this Agreement, each Company Shareholder the Stockholder hereby irrevocably and unconditionally and irrevocably agrees that, until this Agreement is terminated in accordance with Section 5.2, at the Company Stockholder Meeting or any other annual or special meeting of the Shareholders stockholders of the Company (or Company, however called, including any adjournment or postponement thereof), and in connection with any action proposed to be taken by written consent of the Shareholders stockholders of the Company requested by Company, the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptlyStockholder shall, and in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available each case to the shareholders of Parent and fullest extent that the Company), such Company Shareholder shall, if a meeting is held, Subject Shares are entitled to vote thereon: (a) appear at the meeting, in person or by proxy, each such meeting or otherwise cause its all of the Subject Shares to be counted as present thereat for purposes of establishing determining a quorum, ; and such Company Shareholder shall vote or provide consent (or cause to b) be voted or consented), present (in person or by proxy, all of its Subject Shares: (a) to approve and adopt the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve vote (or cause to be voted), consented or approveddeliver (or cause to be delivered) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold a written consent with respect to, all of the Subject Shares: (i) for adoption of the Merger Agreement and for the approval of the Transactions; (ii) for any proposal to any merger, purchase of all adjourn or substantially all postpone the Company Stockholder Meeting or such other meeting of the Company’s assets or other business combination transaction (other than stockholders to a later date if there are not sufficient votes to adopt the Merger Agreement and the Transactions)Agreement; and (fiii) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement Agreement, or (C) result in any of the conditions Stockholder contained in this Agreement; (iv) against any Company Takeover Proposal and or any other action, agreement or transaction involving the Company that is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Transactions; and (v) in favor of any other matter necessary to consummate the Transactions. Subject to the proxy granted under Section 1.2 below, the Stockholder shall retain at all times the right to vote the Subject Shares in the Stockholder’s sole discretion, and without any other limitation, on any matters other than those set forth in Article VIII of this Section 1.1 that are at any time or from time to time presented for consideration to the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit or agree to take any action inconsistent with the foregoingCompany’s stockholders generally.

Agreement to Vote. Hereafter until Subject to the Expiration Dateearlier termination of this Agreement in accordance with Section 3, each the Securityholder, solely in his, her or its capacity as a Securityholder of the Company, irrevocably and unconditionally agrees, and agrees to cause any other holder of record of any of the Securityholder’s Covered Securities, to validly execute and deliver to the Company, on (or effective as of) the third (3rd) Business Day following the date that the Registration Statement is declared effective by the SEC, the written consent in substantially the form attached hereto as Exhibit A (with such modifications as may be mutually agreed by the Company Shareholder hereby and Acquiror and of which the Securityholder has been notified, provided such modifications are not materially adverse to the Securityholder) approving the Merger Agreement, the Merger, the Company Conversion and the other transactions contemplated by the Merger Agreement in respect of all of the Covered Securities. In addition, prior to the Termination Date (as defined below), the Securityholder, in his, her or its capacity as a Securityholder, irrevocably and unconditionally and irrevocably agrees that, at any other meeting of the Shareholders securityholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), and ) or in connection with any action by written consent of the Shareholders securityholders of the Company requested by Company, the Board Securityholder shall, and shall cause any other holder of Directors record of any of the Company or otherwise undertaken as contemplated by the Transactions Securityholder’s Covered Securities to: (which written consent shall be delivered promptly, and in any event within five (5a) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Company), when such Company Shareholder shall, if a meeting is held, appear at the meeting, in person or by proxy, such meeting or otherwise cause its Subject Shares the Covered Securities to be counted as present thereat for purposes the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), and such Company Shareholder shall vote or provide consent (or cause to be voted at such meeting (or consentedvalidly execute and return and cause such consent to be granted with respect to), in person or by proxy, all of its Subject Shares: the Covered Securities owned as of the record date for such meeting (aor the date that any written consent is executed by the Securityholder) in favor of (i) the adoption of the Merger Agreement, the Merger, the Company Conversion and the other transactions contemplated by the Merger Agreement and any other matters necessary or reasonably requested by the Company for consummation of the Merger and the other transactions contemplated by the Merger Agreement and (ii) any proposal to approve and adjourn such meeting at which there is a proposal for securityholders of the Company to adopt the Merger Agreement and the Transactions; (b) to authorize and approve a later date if there are not sufficient votes to adopt the Merger Agreement or if there are not sufficient Company Stock present in person or represented by proxy at such meeting to the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents;constitute a quorum; and (c) to authorize vote (or execute and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable return an action by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documentswritten consent), the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held voted at such time in favor thereof; (e) against meeting , or validly execute and withhold return and cause such consent to be granted with respect to any mergerto, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and the Transactions); and (f) Covered Securities against any proposal, Acquisition Proposal and any other action or agreement that would reasonably be expected to (Ai) impede, frustrate, prevent prevent, interfere with, nullify, delay, postpone or nullify adversely affect the Merger or any provision of this the other transactions contemplated by the Merger Agreement, the Merger Agreement or the Merger, (Bii) result in a breach in any respect of any covenant, representation, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or Agreement, (Ciii) result in any of the conditions set forth in Article VIII X of the Merger Agreement not being fulfilled. Each , (iv) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Securityholder contained in this Agreement, or (v) change in any manner the voting rights of any class of Company Shareholder hxxxxx agrees Stock (including by any amendment to the Company Governing Documents), the exercise provisions of the Company Warrants, or the conversion provisions of the Company Convertible Notes, except pursuant to any arrangements entered into on or prior to the date hereof that it shall not commit or agree to take any action inconsistent with the foregoinghave been reviewed by Acquiror.

Agreement to Vote. Hereafter until the Expiration Date, each Company Shareholder Each Stockholder hereby irrevocably and unconditionally and irrevocably agrees that, subject to the terms of this Agreement, until the Termination Date, at any annual or special meeting of the Shareholders stockholders of the Company (or Company, however called, including any adjournment or postponement thereof), and in connection with any action proposed to be taken by written consent of the Shareholders stockholders of the Company requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptlyCompany, and such Stockholder shall, in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available each case to the shareholders of Parent and the Company), fullest extent that such Company Shareholder shall, if a meeting is held, Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at the meeting, in person or by proxy, each such meeting or otherwise cause its all such Subject Shares to be counted as present thereat for purposes of establishing determining a quorum, ; and such Company Shareholder shall vote or provide consent (or cause to b) be voted or consented), present (in person or by proxy, all of its Subject Shares: (a) to approve and adopt the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve vote (or cause to be voted), consented or approveddeliver (or cause to be delivered) a written consent with respect to, all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than unless the Merger Agreement and the Transactions); and has been validly terminated in accordance with its terms, (fi) against any proposal, action or agreement that is intended or would reasonably be expected to (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement or of any Stockholder contained in this Agreement or (CB) result in any of the conditions set forth in Article VIII 7 or Annex I of the Merger Agreement not being fulfilledsatisfied in a timely manner; (ii) against any Alternative Transaction Proposal or any action in furtherance of any Alternative Transaction Proposal; (iii) against any other action, agreement or transaction involving the Company or any Subsidiary of the Company that is intended or would reasonably be expected to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the Merger or the other transactions contemplated by the Merger Agreement, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Subsidiary of the Company (other than the Transactions); (y) a sale, lease, license or transfer of a material amount of assets of the Company or Subsidiary of the Company or any reorganization, recapitalization or liquidation of the Company; or (z) any change in the present capitalization of the Company or any amendment or other change to the Company Charter or Company Bylaws as in effect on the date hereof; and (iv) in favor of (A) the adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated by the Merger Agreement, (B) the approval of any proposal to adjourn or postpone the meeting to a later date if there are not sufficient votes for the adoption and approval of the Merger Agreement and the transactions contemplated thereby on the date on which such meeting is held and (C) any other matter necessary for consummation of the transactions contemplated by the Merger Agreement that is considered at any such meeting of the Stockholders of the Company. Each Company Shareholder hxxxxx agrees that it No Stockholder shall not agree or commit or agree to take any action inconsistent with the foregoing. Each Stockholder shall retain at all times the right to vote the Subject Shares (with respect to which the Stockholder is entitled to vote) in such Stockholder’s sole discretion, and without any other limitation, on any matters other than those set forth in this Section 1.2 that are at any time or from time to time presented for consideration to the Company’s stockholders generally.

Agreement to Vote. Hereafter (a) From the date of this Agreement until the Expiration Termination Date, each Company Shareholder hereby unconditionally and irrevocably agrees that, at any every meeting of the Shareholders stockholders of the Company Lafite (or any and at every adjournment or postponement thereof)) to vote on any matter contemplated by this Agreement, each Stockholder shall unconditionally and irrevocably vote, and shall cause or direct to be unconditionally and irrevocably voted, all its Covered Shares held at that time: (i) in any action by written consent favor of the Shareholders adoption of the Company requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement; (ii) has been declared effective and has been delivered or otherwise made available in favor of the approval of any proposal to adjourn the shareholders of Parent and the Company), such Company Shareholder shallmeeting to a later date, if a meeting is held, appear at the meeting, there are not sufficient affirmative votes (in person or by proxy) to obtain the Requisite Lafite Vote on the date on which such meeting is held; and (iii) against any Lafite Takeover Proposal. (b) From the date of this Agreement until the Termination Date, each Stockholder shall appear at each meeting of the stockholders of Lafite, or otherwise adjournment or postponement thereof, to vote on any matter contemplated by this Agreement and shall cause its Subject all Covered Shares to be counted as present thereat for purposes of establishing calculating a quorum, quorum and such Company Shareholder shall vote or provide consent (or cause to be voted or consented), all Covered Shares in person or by proxy, all of its Subject Shares: (a) to approve and adopt the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents;accordance with this Section 3. (c) Nothing in this Agreement, including this Section 3, limits or restricts any Affiliate or designee of any Stockholder who serves as a member of the Lafite Board in acting or voting in his or her capacity as a director of Lafite and exercising his or her fiduciary duties and responsibilities, it being understood that this Agreement applies to authorize each Stockholder solely in its capacity as a stockholder of Lafite and approve does not apply to any amendment to the Companysuch Affiliate or designee’s Organizational Documents that is deemed necessary actions, judgments or advisable by the Company for purposes decisions as a director of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational DocumentsLafite, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve and such actions (or cause failures to act) shall not be voted, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold consent with respect deemed to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and the Transactions); and (f) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision constitute a breach of this Agreement, the Merger Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreement or (C) result in any of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote. Hereafter until (a) Each Stockholder (severally and not jointly) hereby irrevocably and unconditionally agrees that during the Expiration Date, each Company Shareholder hereby unconditionally and irrevocably agrees thatterm of this Agreement, at the Company Stockholder Meeting and at any other meeting of the Shareholders stockholders of the Company (or Company, however called, including any adjournment or postponement thereof), and in connection with any action proposed to be taken by written consent of the Shareholders stockholders of the Company requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptlyCompany, and such Stockholder shall, in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available each case to the shareholders fullest extent that the Covered Shares of Parent and the Company), such Company Shareholder shall, if a meeting is held, Stockholder are entitled to vote thereon or consent thereto: (i) appear at the meeting, in person or by proxy, each such meeting or otherwise cause its Subject the Covered Shares to be counted as present thereat for purposes of establishing calculating a quorum, and such Company Shareholder shall ; and (ii) vote or provide consent (or cause to be voted or consentedvoted), in person or by proxy, all of its Subject Shares: (a) to approve and adopt the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve deliver (or cause to be voteddelivered) a written consent (if then permitted under the Company’s certificate of incorporation) covering, consented or approved) all of such Company Shareholder’s Subject Covered Shares held at such time (A) in favor thereof;of the adoption and approval of the Merger Agreement and approval of the Merger and other transactions contemplated by the Merger Agreement, (B) in favor of any proposal to adjourn or postpone any meeting of the stockholders of the Company at which any of the foregoing matters are submitted for consideration and vote of the stockholders of the Company to a later date if there are not sufficient votes for approval of such matters on the date on which the meeting is held to vote upon any of the foregoing matters; and (C) against any Acquisition Proposal or any other action, agreement or transaction involving the Company or any of its Subsidiaries that would reasonably be expected to materially impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement, including (I) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its Subsidiaries (other than the Merger); (II) a sale, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries or any reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries or (III) any change in the present capitalization of the Company or any amendment or other change to the Company’s certificate of incorporation or bylaws. (eb) Each Stockholder hereby waives, and agrees not to exercise or assert, any appraisal or similar rights (including under Section 262 of Delaware Law) in connection with the Merger. (c) Except as set forth in this Section 2.01, nothing in this Agreement shall limit the right of each Stockholder to vote in favor of, against and withhold consent or abstain with respect to any merger, purchase of all or substantially all of matters presented to the Company’s assets or other business combination transaction (other than the Merger Agreement and the Transactions); and (f) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreement or (C) result in any of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit or agree to take any action inconsistent with the foregoingstockholders.

Agreement to Vote. Hereafter until Subject to the Expiration Dateterms of this Agreement, each Company the Shareholder hereby irrevocably and unconditionally and irrevocably agrees thatthat during the term of this Agreement, at the Shareholders’ Meeting and at any other meeting of the Shareholders holders of the Company (or Shares, however called, including any adjournment or postponement thereof), and in connection with any action by written consent of the Shareholders holders of Shares, or in any other circumstance upon which a vote, consent or other approval of the Company requested by holders of Shares is sought, the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Company), such Company Shareholder shall, if a meeting is heldin each case, to the fullest extent that such matters are submitted for the vote, written consent or approval of the Shareholder and that the Covered Shares are entitled to vote thereon or consent thereto: (a) appear at the meeting, in person or by proxy, any such meeting or otherwise cause its Subject cause, to the extent possible in such Shareholder’s capacity as a shareholder of the Company, the Covered Shares to be counted as present thereat for purposes of establishing calculating a quorum, and such Company Shareholder shall ; and (b) vote or provide consent (or cause to be voted or consentedvoted), in person or by proxy, all of its Subject Shares: (a) to approve and adopt the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve deliver (or cause to be voteddelivered) a written consent covering, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction Covered Shares (other than A) in favor of the approval of the Merger Agreement and any related proposal in furtherance thereof and/or in furtherance of effecting the Transactions)Merger and the other transactions contemplated by the Merger Agreement; and (fB) against any proposal, action or agreement submitted for the vote or written consent of the holders of Shares that would (A) impede, frustrate, prevent or nullify any provision to the knowledge of this Agreement, the Merger Agreement or the Merger, (B) Shareholder result in a breach in any material respect of any covenant, representation, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or that would to the knowledge of Shareholder otherwise be in opposition to, or inconsistent with, the Merger or any of the other transactions contemplated by the Merger Agreement; (C) result against any Acquisition Proposal (as defined in the Merger Agreement, other than the Merger) and (D) to the extent reasonably requested by Parent, against any other action, agreement or transaction submitted for the vote or written consent of the conditions holders of Shares that would reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the consummation of the Merger and the other transactions contemplated by the Merger Agreement (including the economic benefits to Parent and Merger Sub of the Merger and the other transactions contemplated by the Merger Agreement) (the matters set forth in Article VIII clauses (A)-(D) of this Section 2.1(b), the “Section 2.1(b) Matters”). Any such vote shall be cast (or consent shall be given) by the Shareholder in accordance with such procedures relating thereto as will ensure that the Covered Shares are duly counted, including for purposes of determining whether a quorum is present. This Section 2.1 shall not require the Shareholder to exercise any warrants or options (if any) to acquire Shares or other capital stock of the Merger Agreement not being fulfilledCompany. Each Company The Shareholder hxxxxx agrees that it shall not commit or agree provide Parent with at least five (5) business days prior written notice prior to take signing any action inconsistent proposed to be taken by written consent with respect to any Covered Shares. The obligations of the foregoingShareholder under this Agreement, including this Article II, shall apply unless this Agreement has been terminated.

Agreement to Vote. Hereafter until (a) Each Stockholder (severally and not jointly) hereby irrevocably and unconditionally agrees that during the Expiration Date, each Company Shareholder hereby unconditionally and irrevocably agrees thatterm of this Agreement, at the Stockholder Meeting and at any other meeting of the Shareholders stockholders of the Company (or Company, however called, including any adjournment or postponement thereof), and in connection with any action proposed to be taken by written consent of the Shareholders stockholders of the Company requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptlyCompany, and such Stockholder shall, in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available each case to the shareholders fullest extent that the Covered Shares of Parent and the Company), such Company Shareholder shall, if a meeting is held, Stockholder are entitled to vote thereon or consent thereto: (i) appear at the meeting, in person or by proxy, each such meeting or otherwise cause its Subject the Covered Shares to be counted as present thereat for purposes of establishing calculating a quorum, and such Company Shareholder shall ; and (ii) vote or provide consent (or cause to be voted or consentedvoted), in person or by proxy, all of its Subject Shares: (a) to approve and adopt the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve deliver (or cause to be voteddelivered) a written consent (if then permitted under the Company’s certificate of incorporation) covering, consented or approved) all of such Company Shareholder’s Subject Covered Shares held at such time (A) in favor thereof; (e) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than adoption and approval of the Merger Agreement and approval of the Transactions)Merger and other transactions contemplated by the Merger Agreement and any action reasonably requested by the Parent in furtherance of the foregoing, including, without limiting any of the foregoing obligations, in favor of any proposal to adjourn or postpone any meeting of the stockholders of the Company at which any of the foregoing matters are submitted for consideration and vote of the stockholders of the Company to a later date if there are not sufficient votes for approval of such matters on the date on which the meeting is held to vote upon any of the foregoing matters; and (fB) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of such Stockholder contained in this Agreement; and (C) against any Acquisition Proposal, Acquisition Transaction or Superior Proposal and against any other action, agreement or transaction involving the Company or any of its Subsidiaries that is intended, or would reasonably be expected to, materially impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by such Stockholder of its obligations under this Agreement, including (CI) result in any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its Subsidiaries (other than the Merger); (II) a sale, lease or transfer of a material amount of assets of the Company or any of the conditions set forth in Article VIII its Subsidiaries or any reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries or (III) any change in the present capitalization of the Company or any amendment or other change to the Company’s certificate of incorporation or bylaws. (b) Each Stockholder hereby waives, and agrees not to exercise or assert, any appraisal or similar rights (including under Section 262 of the DGCL) in connection with the Merger. (c) The obligations of each Stockholder specified in this Section 2.1 shall apply whether or not the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit or agree to take any action inconsistent with described above is recommended by the foregoingBoard of Directors of the Company (or any committee thereof).

Agreement to Vote. Hereafter until Subject to the Expiration Dateterms of this Agreement, each Company Shareholder hereby unconditionally covenants and irrevocably agrees thatagrees, severally and not jointly, that during the term of this Agreement, at the Company Shareholders Meeting and at any other meeting of the Shareholders holders of the Company (or Shares, however called, including any adjournment or postponement thereof), and in connection with any action by written consent of the Shareholders holders of Shares, or in any other circumstance upon which a vote, consent or other approval of the Company requested by the Board holders of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Company)Shares is sought, such Company Shareholder shall, if a meeting is heldin each case, to the fullest extent that such matters are submitted for the vote, written consent or approval of such Shareholder and that the Covered Shares are entitled to vote thereon or consent thereto: (a) appear at the meeting, in person or by proxy, any such meeting or otherwise cause its Subject the Covered Shares to be counted as present thereat for purposes of establishing calculating a quorum, and such Company Shareholder shall ; and (b) vote or provide consent (or cause to be voted or consentedvoted), in person or by proxy, all of its Subject Shares: (a) to approve and adopt the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve deliver (or cause to be voteddelivered) a written consent covering, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction Covered Shares (other than A) in favor of the approval of the Merger Agreement and any related proposal in furtherance thereof and/or in furtherance of effecting the Merger and the other Transactions); and (fB) against any proposal, action or agreement submitted for the vote or written consent of the holders of Shares that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B) result in a breach in any material respect of any covenant, representation, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or that is otherwise in opposition to the Merger or any of the other Transactions; (C) result in against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of all or substantially all of the assets or securities of the Company and any of its subsidiaries (other than pursuant to the conditions Merger) or any other Takeover Proposal; and (D) against any other action, agreement or transaction submitted for the vote or written consent of the holders of Shares that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage, or adversely affect the consummation of the Merger and the other Transactions; provided, that the foregoing covenants shall apply solely with respect to actions taken with respect to the Covered Shares. Any such vote shall be cast (or consent shall be given) by such Shareholder in accordance with such procedures relating thereto as will ensure that he or she is duly counted, including for purposes of determining whether a quorum is present. Neither this Section 2.1(b) nor anything else in this Agreement shall require such Shareholder to exercise any warrants or options (if any) to acquire Shares or other capital stock of the Company. Such Shareholder shall provide Parent with at least five Business Days’ prior written notice prior to signing any action proposed to be taken by written consent with respect to any Covered Shares. The obligations of such Shareholder under this Agreement, including this Article II, shall apply whether or not a Company Adverse Change Recommendation has occurred. (c) Solely in the event of a failure by such Shareholder to act in accordance with such Shareholder’s obligations as to voting pursuant to Sections 2.1(a) and 2.1(b), such Shareholder hereby irrevocably grants to and appoints Parent (and any designee thereof) as such Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Shareholder, to represent, vote and otherwise act (by voting at any meeting of shareholders of the company or otherwise) with respect to such Shareholder’s Covered Shares solely as and to the extent set forth in Article VIII this Section 2.1 until the termination of this Agreement in accordance with Section 5.1, to the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit or agree to take any action inconsistent same extent and with the same effect as such Shareholder might or could do under applicable law, rules and regulations. The proxy granted pursuant to this Section 2.1(c) is coupled with an interest and shall be irrevocable. Such Shareholder will take such further action and will execute such other instruments as may be necessary to effectuate the grant of this proxy. Notwithstanding the foregoing, this proxy shall terminate upon termination of this agreement in accordance with Section 5.1.

Agreement to Vote. Hereafter until Subject to the Expiration Dateterms of this Agreement, each Company Shareholder Stockholder hereby irrevocably and unconditionally and irrevocably agrees that, from and after the date hereof and until this Agreement is validly terminated in accordance with Section 5.2, at any annual or special meeting of the Shareholders stockholders of the Company (or Company, however called, including any adjournment or postponement thereof), and in connection with any action proposed to be taken by written consent of the Shareholders stockholders of the Company requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptlyCompany, and such Stockholder shall, in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available each case to the shareholders of Parent and the Company), fullest extent that such Company Shareholder shall, if a meeting is held, Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at the meeting, in person or by proxy, each such meeting or otherwise cause its all such Subject Shares to be counted as present thereat for purposes of establishing determining a quorum, ; and such Company Shareholder shall vote or provide consent (or cause to b) be voted or consented), present (in person or by proxy, all of its Subject Shares: (a) to approve and adopt the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve vote (or cause to be voted), consented or approveddeliver (or cause to be delivered) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold a written consent with respect to any mergerto, purchase of all or substantially all of the Company’s assets or other business combination transaction its Subject Shares (other than the Merger Agreement and the Transactions); and (fi) against any proposalaction, action agreement or agreement transaction that would reasonably be expected to (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement, or of any Stockholder contained in this Agreement or (CB) result in any of the conditions set forth in Article VIII VII or Exhibit A of the Merger Agreement not being fulfilledsatisfied prior to November 19, 2023; (ii) 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, agreement or transaction involving the Company that is intended, or would impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the Merger or the other transactions contemplated by the Merger Agreement. Each Company Shareholder hxxxxx agrees Until the Subject Shares are accepted for payment in the Offer, each Stockholder shall retain at all times the right to vote the Subject Shares in such Stockholder’s sole discretion on any matters other than those set forth in this Section 1.2 that it are at any time or from time to time presented for consideration to the Company’s stockholders generally. The obligations of each Stockholder specified in this Section 1.2 shall apply whether or not commit (A) the Offer or agree to take the Merger or any action inconsistent described above is recommended by the Board or (B) there has been any Adverse Recommendation Change. Except as set forth in this Section 1.2, nothing in this Agreement shall limit the right of any Stockholder to vote in favor of, against or abstain with respect to any matter presented to the foregoingstockholders of the Company.

Agreement to Vote. Hereafter (a) During the period commencing on the date hereof and continuing until the Expiration Datetermination of this Agreement in accordance with its terms (the “Term”), each Company Shareholder hereby irrevocably and unconditionally and irrevocably agrees that, unless the Company Board has made a Change in the Company Board Recommendation that has not been withdrawn, at any annual or extraordinary general meeting of the Shareholders shareholders of the Company (or and at any adjournment other meeting of the shareholders of the Company, however called, including any adjournment, recess or postponement thereof), and in connection with any action by written consent of the Shareholders shareholders of the Company requested by and in any other circumstance upon which a vote, consent or other approval of all or some of the Board of Directors shareholders of the Company is sought, it shall, and shall cause any holder of record of its Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise undertaken cause all of its Covered Shares to be counted as contemplated present thereat in accordance with procedures applicable to such meeting so as to ensure such Shareholder is duly counted for purposes of calculating a quorum and for purposes of recording the result of any applicable vote or consent and respond to each request by the Transactions Company for written consent, if any; and (which written consent shall ii) vote (or cause to be delivered promptly, and in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Companyvoted), such Company Shareholder shall, if whether on a meeting is held, appear at the meeting, show of hands or a poll and whether in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and such Company Shareholder shall vote or provide consent deliver (or cause to be voted or consented), in person or by proxydelivered) a written consent covering, all of its Subject Shares: Covered Shares (a1) to approve in favor of the approval , adoption and adopt authorization of, the Merger Agreement and the Transactions; (b) to authorize and approve approval of the transactions contemplated by the Merger Agreement (including the Merger), (2) in favor of any other matter necessary to the extent consummation of the transactions contemplated by the Merger Agreement (including the Merger), (3) against any Acquisition Proposal, without regard to the terms of such Acquisition Proposal, or any other transaction, proposal, agreement or action made in opposition to approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactionstransactions contemplated by the Merger Agreement (including the Merger) or in competition or inconsistent with the Merger and the other transactions contemplated by the Merger Agreement, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e4) against and withhold consent with respect to any other action, agreement or transaction that is intended, that would be reasonably expected to, or the effect of which would be reasonably expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement or the performance by such Shareholder of its obligations under this Agreement, including, without limitation: (A) any extraordinary corporate transaction, such as a scheme of arrangement, merger, purchase of all or substantially all of the Company’s assets consolidation or other business combination transaction involving the Company or any of its Subsidiaries (other than the Merger Agreement and the TransactionsMerger); and (fB) a sale, lease or transfer of material assets of the Company or any Subsidiary or a reorganization, recapitalization or liquidation of the Company or any Subsidiary; (C) an election of new members to the board of directors of the Company, other than nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; (D) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s memorandum or articles of association, except as otherwise provided in the Merger Agreement; (E) any other action that would require the consent of Parent pursuant to Section 5.01 of the Merger Agreement, except if approved in writing by Parent; or (F) any other material change in the Company’s corporate structure or business, except if approved in writing by Parent, (5) against any action, proposal, action transaction or agreement that would be reasonably expected to (A) impederesult in a breach of any representation, frustratewarranty, prevent covenant or nullify any provision other obligation or agreement of this Agreement, the Company contained in the Merger Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, warranty warranty, covenant or any other obligation or agreement of such Shareholder contained in this Agreement, and (6) in favor of any adjournment, recess or postponement of any such meeting of shareholders of the Company under as may be requested by Parent. (b) During the Term, each Shareholder shall retain at all times the right to vote or consent with respect to such Shareholder’s Covered Shares in such Shareholder’s sole discretion and without any other limitation on those matters, other than those matters described in Section 2.1(a) that are at any time or from time to time presented for consideration to shareholders of the Company generally. (c) During the Term, the obligations of each Shareholder set forth in this Section 2.1 are irrevocable and shall apply whether or not any party to the Merger Agreement or (C) result in breaches any of the conditions its representations, warranties, covenants or agreements set forth in Article VIII of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit or agree to take any action inconsistent with the foregoingAgreement.

Agreement to Vote. Hereafter until the Expiration Date, each Company (a) Each Shareholder hereby irrevocably and unconditionally agrees, as to itself only, that during the period beginning on the date hereof and irrevocably agrees thatending upon the termination of this Agreement in accordance with its terms (for any reason, including, for the avoidance of doubt, a termination of the obligations of such Shareholder due to an amendment of the Merger Agreement as provided in Section 5.1), at any meeting of the Shareholders shareholders of the Company (or Company, however called, including any adjournment or postponement thereof), and in connection with any action proposed to be taken by written consent of the Shareholders shareholders of the Company, such Shareholder (solely in its capacity as such) shall, in each case, to the fullest extent that such matters are submitted for the vote or written consent of the shareholders of the Company requested by and that the Board of Directors of the Company Covered Shares are entitled to vote thereon or otherwise undertaken as contemplated by the Transactions consent thereto, subject to applicable Law: (which written consent shall be delivered promptly, and in any event within five (5i) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Company), such Company Shareholder shall, if a meeting is held, appear at the meeting, in person or by proxy, each such meeting or otherwise cause its Subject all of the Covered Shares as to which such Shareholder controls the right to vote to be counted as present thereat for purposes of establishing calculating a quorum, and such Company Shareholder shall ; and (ii) vote or provide consent (or cause to be voted or consentedvoted), in person or by proxyproxy (including by voting card), all of its Subject Shares: (a) to approve and adopt the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve deliver (or cause to be voteddelivered) a written consent covering, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction Covered Shares as to which such Shareholder controls the right to vote (other than A) in favor of the approval of the Merger Agreement and the Transactions); and other transactions contemplated by the Merger Agreement, (fB) 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, (C) against any action, proposal, action transaction or agreement that relates to a Company Acquisition Proposal and (D) against any action, proposal, transaction or agreement that would (A) impedereasonably be likely to prevent, frustrate, prevent impede or nullify any provision of this delay the Company’s or Parent’s ability to consummate the transactions contemplated by the Merger Agreement, the Merger Agreement or including the Merger, . (Bb) result Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast (or consent shall be given) by such Shareholder in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreement or (C) result in any of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees accordance with such procedures relating thereto so as to ensure that it shall not commit or agree to take any action inconsistent with the foregoingis duly counted, including for purposes of determining whether a quorum is present.

Agreement to Vote. Hereafter (a) From and after the date hereof until the Expiration Date, each Company Shareholder hereby unconditionally and irrevocably agrees thatAgreement Termination Date (as defined herein), at the Company Stockholder Meeting or any other meeting of the Shareholders of the Company (or Company’s stockholders, however called, including any adjournment or postponement thereof), the Stockholder agrees to, and agrees to cause [its][his or her] Controlled Affiliates to, take the following actions (or cause the applicable holder of record of their respective Covered Shares to take the following actions): (i) to appear and be present (including by proxy or otherwise in any action by written consent accordance with the bylaws of the Shareholders Company) at such meeting of the Company requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Company), such Company Shareholder shall, if a meeting is held, appear at the meeting, in person or by proxy, ’s stockholders or otherwise cause its Subject [its][his or her] Covered Shares to be counted as present thereat for purposes of establishing calculating a quorum; (ii) to affirmatively vote, and such Company Shareholder shall vote or provide consent (or cause to be voted by [its][his or consented), her] Controlled Affiliates at such meeting in person or by proxy, all of its Subject Shares: [its][his or her] and their respective Covered Shares in favor of (a“for”) to approve and adopt the approval of the Merger, the adoption of the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any each of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable other actions contemplated by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement (including any adjournment or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold consent with respect to any merger, purchase of all or substantially all postponement of the Company’s assets or other business combination transaction (other than Company Stockholder Meeting to a later date, including if there are not sufficient votes for the adoption of the Merger Agreement and on the Transactionsdate on which such meeting is held) (the “Supported Matters”); and (fiii) to vote, or cause to be voted by [its][his or her] Controlled Affiliates at such meeting in person or by proxy, all of [its][his or her] and their respective Covered Shares against (A) (1) any Acquisition Proposal or (2) any reorganization, dissolution, liquidation, winding up or similar extraordinary transaction involving the Company (except as contemplated by the Merger Agreement) and (B) any action, proposal, action transaction or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B1) result in a breach in any material respect of any covenant, representation, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, (C2) result in impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Merger or any of the conditions set forth in Article VIII of other transactions expressly contemplated by the Merger Agreement not being fulfilledor this Agreement or (3) change in any manner the voting rights of any class of shares of the Company (including any amendments to the certificate of incorporation of the Company or the bylaws of the Company). (b) Notwithstanding the foregoing, the obligations in this Section 1 shall only apply with respect to (i) Section 1(a)(i) and Section 1(a)(ii) to the extent that the Supported Matters are submitted for a vote at any such meeting of the Company’s stockholders and (ii) Section 1(a)(iii) to the extent that any Acquisition Proposal or any matter contemplated by Section 1(a)(iii)(B) hereof is submitted for a vote at any such meeting of the Company’s stockholders. Each Company Shareholder hxxxxx agrees that it The Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing. For the avoidance of doubt, the Stockholder and [its][his or her] Controlled Affiliates shall retain at all times the right to vote respectively held by the Stockholder or Controlled Affiliate in [its][his or her] sole discretion and without any limitation on any matter other than those set forth in this Section 1 that is at any time or from time to time presented for consideration to the Company’s stockholders. (c) Any vote by the Stockholder or [its][his or her] Controlled Affiliates of the Covered Shares in contravention of this Section 1 shall be null and void ab initio. (d) For purposes of this Agreement, (i) “Controlled Affiliates” means, with respect to the Stockholder, any Affiliates of the Stockholder controlled by or under common control with the Stockholder and (ii) “control” (when used with respect to the foregoing clause (i)) means the power to direct or cause the direction of the management and policies of a Person, directly or indirectly, whether through ownership of voting securities or by Contract or otherwise, and the term “controlled by” has a correlative meaning to the foregoing.

Agreement to Vote. Hereafter (a) From the date hereof until the Expiration Datetermination of this Agreement in accordance with Section 5.1, each Company Shareholder hereby unconditionally except to the extent waived in writing by Parent in its sole and irrevocably agrees thatabsolute discretion, at any meeting of the Shareholders stockholders of the Company (Company, however called, or at any adjournment thereof, or postponement thereof), and in connection with any action by written consent of the Shareholders of the Company requested by the Board of Directors stockholders of the Company or otherwise undertaken as contemplated in any other circumstances upon which a vote, consent or other approval of all or some of the stockholders of the Company is sought, each Company Stockholder shall vote (or cause to be voted) all of such Company Stockholder’s Subject Shares (to the extent the Subject Shares are not purchased in the Offer) and any other shares of capital stock of the Company owned, beneficially or of record, by such Company Stockholder during the Transactions (which term of this Agreement that are entitled to vote at such meeting or in such written consent shall be delivered promptly(collectively, the “Voting Shares”): (a) in favor of adoption of the Merger Agreement; and in any event within five (5b) Business Days, after against the Registration Statement following actions (as other than the Merger and the transactions contemplated by the Merger Agreement): (i) has been declared effective any Acquisition Proposal or Acquisition Transaction; (ii) any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; and has been delivered (iii) any other action, transaction or proposal involving the Company or any of its Subsidiaries that is intended or would reasonably be expected to prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise made available to materially adversely affect the shareholders Offer, the Merger, the Merger Agreement, any of Parent and the Company), such Company Shareholder shall, if transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing. (b) In the event that a meeting of the stockholders of the Company is held, each Company Stockholder shall, or shall cause the holder of record of its Voting Shares on any applicable record date to, appear at the meeting, in person or by proxy, such meeting or otherwise cause its Subject Voting Shares to be counted as present thereat for purposes of establishing a quorum, and such Company Shareholder shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares: (a) to approve and adopt the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents;. (c) Each Company Stockholder shall not enter into any agreement or understanding with any Person to authorize and approve vote or give instructions in any amendment to manner inconsistent with the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes terms of effecting the Transactions;this Section 1.2. (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational DocumentsEACH COMPANY STOCKHOLDER HEREBY IRREVOCABLY GRANTS TO AND APPOINTS XXXXXXX X. XXXXXXX AND XXXX X. XXXXXXX, the Company Financing Agreements IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF PARENT, AND ANY INDIVIDUAL WHO SHALL HEREAFTER SUCCEED TO ANY SUCH OFFICE OF PARENT, AND EACH OF THEM INDIVIDUALLY, SUCH COMPANY STOCKHOLDER’S PROXY AND ATTORNEY-IN-FACT (as defined belowWITH FULL POWER OF SUBSTITUTION), FOR AND IN THE NAME, PLACE AND STEAD OF SUCH COMPANY STOCKHOLDER, TO REPRESENT, VOTE AND OTHERWISE ACT (BY VOTING AT ANY MEETING OF STOCKHOLDERS OF THE COMPANY, BY WRITTEN CONSENT IN LIEU THEREOF OR OTHERWISE) or otherwise sought with respect to the Merger Agreement or the TransactionsWITH RESPECT TO THE VOTING SHARES OWNED OR HELD BY SUCH COMPANY STOCKHOLDER REGARDING THE MATTERS REFERRED TO IN SECTION 1.2(a) HEREOF UNTIL THE TERMINATION OF THIS AGREEMENT, to voteTO THE SAME EXTENT AND WITH THE SAME EFFECT AS SUCH COMPANY STOCKHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, consent or approve RULES AND REGULATIONS. THE PROXY GRANTED PURSUANT TO THIS SECTION 1.2(d) IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE. EACH COMPANY STOCKHOLDER WILL TAKE SUCH FURTHER ACTION AND WILL EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. EACH COMPANY STOCKHOLDER HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY GRANTED WITH RESPECT TO ANY OF THE VOTING SHARES THAT MAY HAVE HERETOFORE BEEN APPOINTED OR GRANTED WITH RESPECT TO THE MATTERS REFERRED TO IN SECTION 1.2(a) HEREOF, AND NO SUBSEQUENT PROXY (or cause to be votedWHETHER REVOCABLE OR IRREVOCABLE) OR POWER OF ATTORNEY SHALL BE GIVEN BY SUCH COMPANY STOCKHOLDER, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold consent with respect to any mergerEXCEPT AS REQUIRED BY ANY LETTER OF TRANSMITTAL IN CONNECTION WITH THE OFFER. THE PARTIES ACKNOWLEDGE AND AGREE THAT NEITHER PARENT, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and the TransactionsNOR ANY OF ITS SUCCESSORS, ASSIGNS, AFFILIATES, SUBSIDIARIES, EMPLOYEES, OFFICERS, DIRECTORS, STOCKHOLDERS, AGENTS OR OTHER REPRESENTATIVES, SHALL INCUR ANY LIABILITY TO ANY STOCKHOLDER IN CONNECTION WITH OR AS A RESULT OF ANY EXERCISE OF THE PROXY GRANTED TO PARENT PURSUANT TO THIS SECTION 1.2(d); and (f) against any proposal, action or agreement that would (A) impedeOTHER THAN FOR A BREACH OF THIS SECTION 1.2(d). NOTWITHSTANDING THE FOREGOING, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreement or (C) result in any of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit or agree to take any action inconsistent with the foregoingTHIS PROXY SHALL TERMINATE UPON TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS.

Agreement to Vote. Hereafter (a) The Principal Stockholders hereby agree that, immediately following the execution and delivery of this Agreement and the Merger Agreement, the Principal Stockholders will execute and deliver to the Company a written consent in the form of Exhibit A attached hereto (a “Written Consent”). The Written Consent shall be coupled with an interest and shall be irrevocable. (b) The Principal Stockholders hereby agree that from and after the date hereof until the Expiration Date, each Company Shareholder hereby unconditionally and irrevocably agrees thatthis Agreement is terminated pursuant to Section 5.1, at any meeting of the Shareholders stockholders of the Company (or Company, however called, including any adjournment or postponement thereof), and in connection with any action proposed to be taken by written consent of the Shareholders stockholders of the Company requested by Company, the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptlyPrincipal Stockholders shall, and in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available each case to the shareholders of Parent and fullest extent that the Company), such Company Shareholder shall, if a meeting is held, Covered Shares are entitled to vote thereon or consent thereto: (i) appear at the meeting, in person or by proxy, each such meeting or otherwise cause its Subject the Covered Shares to be counted as present thereat for purposes of establishing calculating a quorum, and such Company Shareholder shall ; and (ii) vote or provide consent (or cause to be voted or consentedvoted), in person or by proxy, all of its Subject Shares: (a) to approve and adopt the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve deliver (or cause to be voted, consented or approveddelivered) a written consent (if then permitted under the Company Organizational Documents) covering all of such Company Shareholder’s Subject Covered Shares held at such time (A) in favor thereof;of (1) the adoption and approval of the Merger Agreement and approval of the Merger and other transactions contemplated by the Merger Agreement and any action reasonably requested by Parent in furtherance of the foregoing, including, without limiting any of the foregoing obligations, (2) any proposal to adjourn or postpone any meeting of the stockholders of the Company at which any of the foregoing matters are submitted for the consideration and vote of the stockholders of the Company to a later date if there are not sufficient votes for approval of such matters on the date on which the meeting is held to vote upon any of the foregoing matters; and (B) against any Takeover Proposal and against any other action, agreement or transaction involving the Company or any of its Subsidiaries that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement. (c) Notwithstanding anything to the contrary herein, (i) in the event that a vote of the stockholders of the Company is required in order to effect an amendment to the Merger Agreement that (A) reduces the amount, changes the form, or imposes any material restrictions or additional conditions on the receipt, of consideration payable in respect of each share of Common Stock in the Merger or (B) alters or changes any of the terms or conditions of the Merger Agreement if such alteration or change would adversely affect the holders of Company Common Stock in such capacity (each such amendment, an “Adverse Amendment”), the provisions of this Agreement, including this Section 2.1, will not apply with respect to the Principal Stockholders’ vote of the Covered Shares with respect to such vote to amend the Merger Agreement, and (ii) except as set forth in on Attachment A, nothing in this Agreement shall be deemed to require the Principal Stockholders to exercise, exchange or convert any options, warrants, debt or other securities that give the Principal Stockholders the right to acquire any shares of Company Common Stock or to make any other change in the form of the Principal Stockholders’ ownership of the Shares as of the date hereof. (d) The Principal Stockholders hereby waive, and agree not to exercise or assert, any appraisal or similar rights (including under Section 262 of the Delaware General Corporation Law) in connection with the Merger. (e) against and withhold consent with respect to any merger, purchase of all or substantially all The obligations of the Company’s assets Principal Stockholders specified in Sections 2.1(a) and (b) shall apply prior to the Expiration Date whether or other business combination transaction (other than not the Merger Agreement and or any action described above is recommended by the TransactionsBoard of Directors of the Company (or any committee thereof); and. (f) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of Nothing in this Agreement, including this Section 2.1, shall limit or restrict any Affiliate or designee of the Merger Agreement or Principal Stockholders who serves as a member of the Merger, (B) result in a breach in any respect Board of any covenant, representation, warranty or any other obligation or agreement Directors of the Company under the Merger Agreement in acting in his or (C) result in any her capacity as a director of the conditions set forth Company and exercising his or her fiduciary duties and responsibilities including, without limitation, taking any action in Article VIII compliance with Section 5.4 of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit or agree to take any action inconsistent with the foregoingAgreement.

Agreement to Vote. Hereafter until (a) The Stockholder hereby irrevocably and unconditionally agrees that during the Expiration Date, each Company Shareholder hereby unconditionally and irrevocably agrees thatTerm, at the Company Stockholders Meeting and at any other meeting of the Shareholders stockholders of the Company (or Company, however called, including any adjournment or postponement thereof), and such Stockholder shall, in any action by written consent of the Shareholders of the Company requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available each case to the shareholders fullest extent that the Covered Shares of Parent and the Company), such Company Shareholder shall, if a meeting is held, Stockholder are entitled to vote thereon or consent thereto: (i) appear at the meeting, in person or by proxy, each such meeting or otherwise cause its Subject the Covered Shares called to vote upon to be counted as present thereat for purposes of establishing a quorum, and such Company Shareholder shall ; and (ii) vote or provide consent (or cause to be voted or consentedvoted), in person or by proxy, all of its Subject Shares: such Covered Shares (aA) to approve in favor of (1) the adoption and adopt approval of the Merger Agreement and the Transactions; (b) to authorize and approve approval of the Merger to the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable other transactions contemplated by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and (2) any proposal to adjourn or postpone any meeting of the Transactions)stockholders of the Company at which any of the foregoing matters are submitted for consideration and vote of the stockholders of the Company to a later date if either there is not a quorum or there are not sufficient votes for approval of such matters on the date on which the meeting is held to vote upon any of the foregoing matters; and (fB) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of such Stockholder contained in this Agreement, if requested by Parent in writing at least four (4) Business Days prior to the applicable vote; and (C) against any Acquisition Proposal and against any other action, agreement or transaction involving the Company or any of its Subsidiaries that would reasonably be expected to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by such Stockholder of its obligations under this Agreement, including (C1) result any extraordinary corporate transaction, such as a merger, consolidation, share exchange or other business combination involving the Company or a Subsidiary of the Company; (2) a sale, lease or transfer of a material amount of assets of the Company or a Subsidiary of the Company or any reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or a Subsidiary of the Company; or (3) any change in the present capitalization of the Company or any amendment or other change to the Company’s certificate of incorporation or bylaws. (b) The Stockholder hereby (i) waives, and agrees not to exercise or assert, any appraisal or similar rights (including under Section 262 of the DGCL) in connection with the Merger and (ii) agrees (A) not to commence or participate in and (B) to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, US Holdco, Merger Sub, the Company or any of their respective Affiliates relating to the conditions set forth in Article VIII negotiation, execution or delivery of this Agreement or the Merger Agreement not being fulfilled. Each or the consummation of the transactions contemplated hereby or thereby, including any claim (1) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (2) alleging a breach of any fiduciary duty of the Company Shareholder hxxxxx agrees that it Board in connection with this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby. (c) Notwithstanding anything in this Section 2.1 to the contrary, the Stockholder shall not commit be required to vote or agree consent (or cause to take be voted or consented) any action inconsistent with the foregoingof its Covered Shares in favor of any Fundamental Amendment.

Agreement to Vote. Hereafter (a) Each Stockholder hereby agrees that, immediately following the execution and delivery of this Agreement and the Merger Agreement, such Stockholder will execute and deliver to the Company a written consent in the form of Exhibit A hereto (a “Written Consent”). The Written Consent will be coupled with an interest and will be irrevocable, except as provided in Section 5.1, below. (b) Each Stockholder hereby agrees that from and after the date hereof until the Expiration Date, each Company Shareholder hereby unconditionally and irrevocably agrees that, at any meeting of the Shareholders stockholders of the Company (or Company, however called, including any adjournment or postponement thereof), and in connection with any action proposed to be taken by written consent of the Shareholders stockholders of the Company requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptlyCompany, and such Stockholder will, in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available each case to the shareholders fullest extent that the Covered Shares of Parent and the Company), such Company Shareholder shall, if a meeting is held, Stockholder are entitled to vote thereon or consent thereto: (i) appear at the meeting, in person or by proxy, each such meeting or otherwise cause its Subject the Covered Shares to be counted as present thereat for purposes of establishing calculating a quorum, and such Company Shareholder shall ; and (ii) vote or provide consent (or cause to be voted or consentedvoted), in person or by proxy, all of its Subject Shares: (a) to approve and adopt the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve deliver (or cause to be voteddelivered) a written consent (if then permitted under the Company Bylaws) covering, consented or approved) all of such Company Shareholder’s Subject Covered Shares held at such time (a) in favor thereof; (e) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than adoption and approval of the Merger Agreement and approval of the Transactions)Merger and other transactions contemplated by the Merger Agreement and any action reasonably requested by the Parent in furtherance of the foregoing, including, without limiting any of the foregoing obligations, in favor of any proposal to adjourn or postpone any meeting of the stockholders of the Company at which any of the foregoing matters are submitted for consideration and vote of the stockholders of the Company to a later date if there are not sufficient votes for approval of such matters on the date on which the meeting is held to vote upon any of the foregoing matters; and and (fb) against any proposalAcquisition Proposal and against any other action, action agreement or agreement transaction involving the Company or any of its Subsidiaries that is intended, or would (A) reasonably be expected to, materially impede, frustrateinterfere with, delay, postpone or prevent the consummation of the Merger or nullify the other transactions contemplated by the Merger Agreement. (c) The obligations of such Stockholder specified in Section 2.1(a) and (b) will apply prior to the Expiration Date whether or not the Merger or any provision action described above is recommended by the Board of Directors of the Company (or any committee thereof). (d) Nothing in this Agreement, the Merger Agreement including this Section 2.1, will limit or the Merger, (B) result in a breach in restrict any respect Affiliate or designee of any covenant, representation, warranty or any other obligation or agreement Stockholder who serves as a member of the Board of Directors of the Company under the Merger Agreement in acting in his or (C) result in any her capacity as a director of the conditions set forth Company and exercising his or her fiduciary duties and responsibilities including, without limitation, taking any action in Article VIII compliance with Section 5.02 of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit or agree to take any action inconsistent with the foregoingAgreement.

Agreement to Vote. Hereafter From the date hereof until the Expiration Date, each earlier of the Termination Date (as defined below) or the receipt of the Company Shareholder hereby Approval, Marubeni irrevocably and unconditionally and irrevocably agrees that, that it shall at any meeting of the Shareholders shareholders of the Company (whether annual, special or any adjournment otherwise and whether or postponement thereofnot an adjourned or postponed meeting), and however called, or in connection with any action by written consent of the Shareholders shareholders of the Company requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions Company, however proposed: (which written consent shall be delivered promptly, and in any event within five (5a) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Company), such Company Shareholder shall, if when a meeting is held, appear at the meeting, in person or by proxy, such meeting or otherwise cause its Subject Covered Shares that are owned by Marubeni as of the date of such meeting to be counted as present thereat for purposes the purpose of establishing a quorum, and such when a written consent is proposed, respond to each request by the Company Shareholder shall for written consent, and (b) vote or provide consent (consent, or cause to be voted at such meeting or consented), in person or by proxycause such consent to be granted with respect to, all Covered Shares that are owned by Marubeni as of its Subject Shares: the date of such meeting or consent (ai) to approve in favor of the Merger and adopt the adoption of the Merger Agreement and the Transactions; Statutory Merger Agreement (b) each as they may be amended from time to authorize time), and approve in favor of each of the other transactions contemplated by the Merger to Agreement and the extent the Statutory Merger Agreement of which approval of any of the Company’s shareholders stockholders is required or applicable pursuant to the Company’s Organizational Documents; solicited, and (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (eii) against and withhold consent with respect to (A) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, purchase sale of all or substantially all of the Company’s assets or other business combination transaction (between or involving the Company and any other than Person that would reasonably be expected to impede, interfere with, delay or postpone or adversely affect in any material respect the Merger Agreement and or any other transactions contemplated by the Transactions); and (f) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Merger Agreement, the Statutory Merger Agreement or the Mergerthis Agreement, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreement or (C) action that would be reasonably likely to result in any conditions to the consummation of the conditions set forth in Article VIII of Merger under the Merger Agreement not being fulfilled. Each , (C) any amendment or other change to the Company Shareholder hxxxxx agrees Memorandum of Association or Company Bye-Laws that it shall not commit would reasonably be expected to impede, interfere with, delay, postpone or agree adversely affect in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement, the Statutory Merger Agreement or this Agreement, and (D) any other material change in the Company’s corporate structure or business that would reasonably be expected to take impede, interfere with, delay or postpone or adversely affect in any action inconsistent with material respect the foregoingMerger or any of the other transactions contemplated by the Merger Agreement or the Statutory Merger Agreement.

Agreement to Vote. Hereafter until Subject to the Expiration Dateterms of this Agreement, each Company Shareholder Unitholder hereby irrevocably and unconditionally and irrevocably agrees that, until the Termination Date with respect to such Unitholder, at any annual or special meeting of the Shareholders unitholders of the Company (or Partnership, however called, including any adjournment or postponement thereof), and in connection with any action proposed to be taken by written consent of the Shareholders unitholders of the Company requested by Partnership, such Unitholder shall, in each case to the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptlyfullest extent that such Unitholder’s Subject Units are entitled to vote thereon, and unless otherwise directed in any event within five writing by Parent: (5a) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Company), such Company Shareholder shall, if a meeting is held, appear at the meeting, in person or by proxy, each such meeting or otherwise cause its all such Subject Shares Units to be counted as present thereat for purposes of establishing determining a quorum, ; and such Company Shareholder shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares: (a) to approve and adopt the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve vote (or cause to be voted), consented or approveddeliver (or cause to be delivered) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold a written consent with respect to any mergerto, purchase of all or substantially all of its Subject Units (i) in favor of the Company’s assets (A) approval of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, and, (B) without limitation of the preceding clause (A), approval of any proposal to adjourn or other business combination transaction (other than postpone the Partnership Unitholders Meeting to a later date if there are not sufficient votes for approval and adoption of the Merger Agreement on the date on which the Partnership Unitholders Meeting is held; and the Transactions); and (fii) against any proposalAlternative Proposal and against any other action, agreement or transaction involving the Partnership that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone, discourage or otherwise impair the consummation of the Merger or the other transactions contemplated by the Merger Agreement; and (iii) against any other action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B) result in a breach in any respect of any covenantobligation of the Partnership in the Merger Agreement. Each Unitholder shall retain at all times the right to vote the Subject Units in such Unitholder’s sole discretion, representation, warranty or and without any other obligation or agreement of the Company under the Merger Agreement or (C) result in limitation, on any of the conditions matters other than those set forth in Article VIII of this Section 1.1 that are at any time or from time to time presented for consideration to the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit or agree to take any action inconsistent with the foregoingPartnership’s unitholders generally.

Agreement to Vote. Hereafter until the Expiration Date, each Company Shareholder (a) The Stockholder hereby unconditionally and irrevocably agrees that, within 2 Business Days of the Registration Statement becoming effective, the Stockholder shall execute and deliver, or cause to be executed and delivered, to Privateer, a written consent in the form of Exhibit A hereto (a “Written Consent”) with respect to the Subject Shares for purposes of (i) (A) adopting and approving the Merger Agreement and the Contemplated Transactions, (B) adopting and approving the Amended and Restated Privateer Charter, (C) acknowledging that the approval given thereby is irrevocable and that such Stockholder is aware of its rights to demand appraisal for its shares pursuant to Section 262 of the DGCL and that such Stockholder has received and read a copy of Section 262 of the DGCL, (D) acknowledging that by its approval of the Merger such Stockholder is not entitled to appraisal rights with respect to the Subject Shares in connection with the Merger and thereby waives any rights to receive payment of the fair value of the Subject Shares under the DGCL, and (E) approving the Preferred Stock Conversion (collectively, the “Privateer Stockholder Matters”) and (ii) waiving any notice that may have been or may be required relating to the Merger or any of the other Contemplated Transactions. The Written Consent shall be coupled with an interest and shall be irrevocable. (b) To the extent not already provided by the Written Consent, the Stockholder hereby agrees that, during the Voting Period, and at any duly called meeting of the Shareholders stockholders of the Company Privateer (or any adjournment or postponement thereof), and or in any other circumstances (including action by written consent of stockholders in lieu of a meeting) upon which a vote, adoption or other approval or consent with respect to the Shareholders adoption of the Company requested by Merger Agreement or the Board of Directors approval of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Company)other Contemplated Transactions is sought, such Company Shareholder the Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, and shall provide an executed written consent or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and such Company Shareholder shall vote or provide consent (or cause to be voted or consentedvoted), in person or by proxy, all of its Subject Shares: , in each case (ai) in favor of (A) any proposal to adopt and approve and adopt or reapprove the Merger Agreement and the Contemplated Transactions; , including without limitation the Privateer Stockholder Matters and (bB) waiving any notice that may have been or may be required relating to authorize and approve the Merger to the extent the approval of or any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Contemplated Transactions, to vote, consent or approve and (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (eii) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and the Transactions); and (f) against any proposal, action or agreement that would (A) impedeany Acquisition Proposal, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, and (B) any action, proposal, transaction or agreement that, to the knowledge of the Stockholder, would reasonably be expected to result in a material breach in any respect of any covenant, representation, representation or warranty or any other obligation or agreement of the Company Stockholder under the Merger Agreement or this Agreement. (Cc) result in any of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx The Stockholder hereby agrees that it shall will not commit or agree revoke any consent granted pursuant to take any action inconsistent with the foregoingthis Section 2.1.

Agreement to Vote. Hereafter 3.1 Subject to Section 1.3 hereof, the Holder hereby irrevocably covenants and agrees that from the date hereof until the Expiration Date, each Company Shareholder hereby unconditionally and irrevocably agrees that, termination of this Agreement: (a) at any the special meeting of the Shareholders shareholders of the Company to be held for the purposes of considering the Transaction (or any adjournment or postponement thereof) (the “Meeting”), it will vote or cause to be voted all of the Subject Shares it owns or controls as of the date of such Meeting in favour of the Transaction including, without limitation, the Transaction Resolution and in any action by written consent other matter that would reasonably be expected to facilitate the Transaction; (b) it will vote or cause to be voted all of the Subject Shares it owns or controls as of the date of such Meeting against any matter that would reasonably be expected to delay, prevent or frustrate the successful completion of the Transaction at any meeting of the Shareholders called for the purpose of considering same; (c) with respect to the Company requested by Subject Shares as to which the Board Holder is the holder of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptlyrecord, and in any event within no later than five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available Days prior to the shareholders date of Parent the Meeting, the Holder shall: (i) deliver or cause to be delivered to the Company, with a copy to the Purchaser concurrently, a duly executed proxy or proxies in respect of such Subject Shares directing the holder of such proxy or proxies to vote in favour of the Transaction including, without limitation, the Transaction Resolution and/or any matter set forth on such proxy that would reasonably be expected to facilitate the Transaction; or (ii) vote all of the Subject Shares electronically and to provide written confirmation of same to the Company and the Purchaser, in favour of the Transaction including, without limitation, the Transaction Resolution and/or any matter that would reasonably be expected to facilitate the Transaction. (d) with respect to the Subject Shares as to which the Holder is the beneficial owner, no later than five (5) Business Days prior to the date of the Meeting, the Holder shall deliver or cause to be delivered, a duly executed voting instruction form to the intermediary through which the Holder holds its beneficial interest in the Subject Shares, (provided that if the Holder is a non-objecting beneficial owner, such voting instructions shall be delivered directly to the Company), with written confirmation to the Company and the Purchaser concurrently, instructing that the Subject Shares be voted at the Meeting in favour of the Transaction including, without limitation, the Transaction Resolution and/or any matter that would reasonably be expected to facilitate the Transaction; and (e) such proxy or proxies in Section 3.1(c) shall name those individuals as may be designated by the Company Shareholder shallin the Meeting Materials and shall not be revoked without the written consent of the Purchaser. For the avoidance of doubt, if a meeting the Holder is heldthe beneficial owner but not the holder of record of the Subject Shares, appear at the meeting, in person or by proxy, or otherwise cause Holder will be deemed to satisfy its Subject Shares obligations under this Section 3.1 to be counted as present thereat for purposes of establishing a quorum, and such Company Shareholder shall vote or provide consent (or to cause to be voted or consented), in person or by proxy, all of its the Subject Shares, if it duly instructs that the Subject Shares be voted in the applicable manner. 3.2 The Holder irrevocably covenants and agrees that the Holder will not: (a) exercise any rights of dissent or appraisal provided under any applicable laws or otherwise in connection with the Transaction and not exercise any shareholder rights or remedies available at common law or pursuant to approve and adopt securities or corporate laws to delay or prevent the Merger Agreement and the Transactions;Transaction; or (b) bring, or threaten to authorize and approve bring, any suits or proceeding for the Merger purpose of, or which has the effect of, directly or indirectly, frustrating, stopping, preventing, impeding, delaying or varying the Transaction (for greater certainty, this shall not affect the ability of the Holder to exercise its rights in the extent the approval event of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable breach by the Company for purposes Purchaser of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and the Transactionsits obligations); and (f) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreement or (C) result in any of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote. Hereafter until Subject to the Expiration Dateearlier termination of this Agreement in accordance with Section 4, each the Unitholder, solely in his, her or its capacity as a unitholder or proxy holder of the Company, irrevocably and unconditionally agrees, and agrees to cause any other holder of record of any of the Unitholder’s Covered Units, to validly execute and deliver to the Company Shareholder hereby in respect of all of the Unitholder’s Covered Units, on (or effective as of) the third (3rd) Business Day following the date that the Consent Solicitation Statement is disseminated to the Company’s unitholders, a written consent in respect of all of the Unitholder’s Covered Units approving the Acquisition Merger, the Merger Agreement, the other transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for consummation of the Acquisition Merger and the other transactions contemplated by the Merger Agreement. In addition, prior to the Termination Date (as defined herein), the Unitholder, in his, her or its capacity as a unitholder or proxy holder of the Company, irrevocably and unconditionally and irrevocably agrees that, at any other meeting of the Shareholders unitholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), ) and in connection with any action by written consent of the Shareholders unitholders of the Company requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptlyCompany, such Unitholder shall, and in shall cause any event within five other holder of record of any of such Unitholder’s Covered Units to: (5a) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Company), when such Company Shareholder shall, if a meeting is held, appear at the meeting, in person or by proxy, such meeting or otherwise cause its Subject Shares the Unitholder’s Covered Units to be counted as present thereat for purposes the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), and such Company Shareholder shall vote or provide consent (or cause to be voted at such meeting (or consentedvalidly execute and return and cause such consent to be granted with respect to), in person or by proxy, all of its Subject Shares: such Unitholder’s Covered Units owned as of the record date for such meeting (aor the date that any written consent is executed by such Unitholder) to approve and adopt in favor of the Acquisition Merger, the adoption of the Merger Agreement Agreement, the adoption of the A&R Articles of Organization, the adoption of the A&R Operating Agreement, and any other matters necessary or reasonably requested by the Company for consummation of the Acquisition Merger and the Transactions; (b) to authorize and approve other transactions contemplated by the Merger to the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational DocumentsAgreement; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Company Organizational Documents, the Company Financing Agreements (as defined below) Documents or otherwise sought with respect to the Merger Agreement or the Transactionsother transactions contemplated by the Merger Agreement in furtherance of the Unitholder’s obligations set forth in this Agreement, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company ShareholderUnitholder’s Subject Shares Covered Units held at such time in favor thereof; (ed) against vote (or execute and withhold return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to any mergerto), purchase of all or substantially all of the Companysuch Unitholder’s assets or Covered Units against (i) any Acquisition Proposal and (ii) any other business combination transaction (other than the Merger Agreement and the Transactions); and (f) against any proposal, action or agreement that would reasonably be expected to (Aw) impede, interfere with, delay, frustrate, prevent prevent, postpone or nullify adversely affect the Acquisition Merger or any provision of this the other transactions contemplated by the Merger Agreement, the Merger Agreement or the Merger, (Bx) result in a breach in any respect of any covenant, representation, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of such Unitholder contained in this Agreement or (Cz) result in any of the conditions set forth in Article VIII IX of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote. Hereafter until (a) Each Stockholder (severally and not jointly) hereby irrevocably and unconditionally agrees that during the Expiration Date, each Company Shareholder hereby unconditionally and irrevocably agrees thatterm of this Agreement, at the Company Stockholders’ Meeting and at any other meeting of the Shareholders stockholders of the Company (or Company, however called, including any adjournment or postponement thereof), and in connection with any action proposed to be taken by written consent of the Shareholders stockholders of the Company requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptlyCompany, and such Stockholder shall, in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available each case to the shareholders fullest extent that the Covered Shares of Parent and the Company), such Company Shareholder shall, if a meeting is held, Stockholder are entitled to vote thereon or consent thereto: (i) appear at the meeting, in person or by proxy, each such meeting or otherwise cause its Subject such Stockholder’s Covered Shares to be counted as present thereat for purposes of establishing calculating a quorum, and such Company Shareholder shall ; and (ii) vote or provide consent (or cause to be voted or consentedvoted), in person or by proxy, all of its Subject Shares: (a) to approve and adopt the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve deliver (or cause to be voteddelivered) a written consent (if then permitted under the Company Organizational Documents) covering, consented or approved) all of such Company ShareholderStockholder’s Subject Covered Shares held at such time (a) in favor thereof; (e) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than adoption and approval of the Merger Agreement and approve the Transactions)Merger and other transactions contemplated by the Merger Agreement and any action reasonably requested by the Parent in furtherance of the foregoing, including, without limiting any of the foregoing obligations, in favor of any proposal to adjourn or postpone any meeting of the Company Stockholders at which any of the foregoing matters are submitted for consideration and vote of the Company Stockholders to a later date if there are not sufficient votes for approval of such matters on the date on which the meeting is held to vote upon any of the foregoing matters; and (fb) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreement or (C) result in any of the conditions set forth contained in Article VIII ARTICLE VII of the Merger Agreement not being fulfilled. fulfilled or satisfied; and (c) against any Acquisition Proposal or Alternative Acquisition Agreement and against any other action, agreement or transaction involving the Company or any of its Subsidiaries that is intended, or would reasonably be expected to, materially impede, interfere with or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by such Stockholder of such Stockholder’s obligations under this Agreement. (b) Each Company Shareholder hxxxxx Stockholder hereby waives, and agrees that it not to exercise or assert, any appraisal or similar rights (including under Section 262 of the Delaware General Corporation Law) in connection with the Merger. (c) Unless this Agreement has been terminated in accordance with its terms, the obligations of such Stockholder specified in Section 2.1(a) shall apply whether or not commit the Merger or agree to take any action inconsistent described above is recommended by the Board of Directors of the Company (or any committee thereof). (d) Notwithstanding anything to the contrary in this Agreement, if there is any Change of Recommendation permitted by Section 6.4(c) of the Merger Agreement, then the obligation of each Stockholder to vote such Stockholder’s Covered Shares pursuant to Section 2.1(a) shall thereafter apply only with respect to the foregoingpercentage (not to exceed 100%) of Covered Shares held by each Stockholder resulting from dividing (A) 0.25 by (B) the amount resulting from dividing (x) the number of Covered Shares beneficially owned by the Stockholders in the aggregate as of any applicable record date by (y) the number of outstanding shares of Company Common Stock and other voting stock as of such record date. By way of example, if there has been a Change of Recommendation permitted by Section 6.4(c) of the Merger Agreement, and at the record date for any subsequent vote the Stockholders in the aggregate beneficially own 75% of the outstanding shares of Company Common Stock and other voting stock, then the aggregate Covered Shares that all Stockholders must vote in accordance with Section 2.1(a) is a number of shares equal to 25% of the outstanding shares of Company Common Stock and other voting stock. The remaining shares held by each such Stockholder shall be voted in a manner proportionate to the votes of all other holders of Company Common Stock (other than the Stockholders) on such matter (with abstentions or non-votes counted as votes against such matter). By way of example, if all other holders of Company Common Stock vote 75% of their shares in favor of the matter and 25% against the matter (including abstentions and non-votes), then each stockholder shall vote 75% of its remaining shares in favor and 25% against.

Agreement to Vote. Hereafter until Each Stockholder hereby irrevocably and unconditionally agrees that during the Expiration Date, each Company Shareholder hereby unconditionally and irrevocably agrees thatterm of this Agreement, at the Company Shareholders Meeting and at any other meeting of the Shareholders stockholders of the Company (or Company, however called, including any adjournment or postponement thereof), and in connection with any action by written consent of the Shareholders stockholders of the Company requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptlyCompany, and such Stockholder shall, in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available each case to the shareholders of Parent fullest extent that the Covered Shares are entitled to vote thereon or consent thereto and then only to the Company), extent that: such Company Shareholder shall, if a meeting is held, Covered Shares are not purchased in the Offer: (a) appear at the meeting, in person or by proxy, each such meeting or otherwise cause its Subject the Covered Shares as to which such Stockholder controls the right to vote to be counted as present thereat for purposes of establishing calculating a quorum, and such Company Shareholder shall ; and (b) vote or provide consent (or cause to be voted or consentedvoted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its Subject Sharesthe Covered Shares that are entitled to vote in each case: (ai) in favor of the adoption and approval of the Merger and the transactions contemplated thereby, including the plan of merger, and any other action of the stockholders of the Company reasonably requested by Parent in furtherance thereof; (ii) in favor of any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes to approve and adopt the Merger Agreement and the TransactionsAgreement; (biii) subject to authorize Sections 5.05 and approve the Merger to the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents6.10 hereof, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and the Transactions); and (f) against any proposal, action or agreement that would (A) impedeis in opposition to, frustrate, prevent or nullify any provision of this Agreementcompetitive or inconsistent with, the Merger Agreement or the Merger, (B) that would result in a breach in any respect of any covenant, representation, representation or warranty or any other obligation covenant or agreement of the Company under the Merger Agreement or such Stockholder contained in this Agreement; (iv) subject to Sections 5.05 and 6.10 hereof, against any agreement, transaction or proposal that relates to a Takeover Proposal or Company Acquisition Agreement; and (v) subject to Sections 5.05 and 6.10 hereof, against any other action, agreement or transaction that would otherwise materially interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by such Stockholder of his or its obligations under this Agreement, including: (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its Subsidiaries (other than the Merger); (B) a sale, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries or any reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (C) result in any an election of members to the Board of Directors of the conditions set forth Company; (D) any change in Article VIII the present capitalization or dividend policy of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit or agree any amendment or other change to take the Company’s certificate of incorporation or bylaws, except if approved by Parent; or (E) any action inconsistent with other change in the foregoingCompany’s corporate structure or business.

Agreement to Vote. Hereafter until During the Expiration Date, each Company Shareholder hereby unconditionally term of this Agreement and irrevocably agrees that, at the ANCX Shareholders Meeting or at any other meeting of the Shareholders shareholders of the Company (or ANCX, however called, including any adjournment or postponement thereof), and in connection with any action by written consent of the Shareholders shareholders of ANCX (collectively, the “ANCX Meeting”), the Shareholder irrevocably and unconditionally agrees that it shall, in each case to the fullest extent that such matters are submitted for the vote or written consent of the Company requested by Shareholder and that the Board of Directors of the Company Shares are entitled to vote thereon or otherwise undertaken as contemplated by the Transactions consent thereto: (which written consent shall be delivered promptly, and in any event within five (5a) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Company), such Company Shareholder shall, if a meeting is held, appear at the meeting, in person or by proxy, each ANCX Meeting or otherwise cause its Subject the Shares to be counted as present thereat for purposes of establishing calculating a quorum, and such Company Shareholder shall ; and (b) to vote or provide consent (or cause to be voted voted) or consented)deliver (or cause to be delivered) a written consent covering, all of the Shares, and to cause any holder of record of the Shares to vote all such Shares, in person or by proxy, all : (i) in favor of its Subject Shares: (a) to approve and adopt the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any consummation of the Company’s shareholders is transactions contemplated thereby, including the Merger, and any actions required or applicable pursuant to in furtherance thereof, at the Company’s Organizational Documents; ANCX Meeting; and (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (eii) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and the Transactions); and (f) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the MergerAcquisition Proposal, (B) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach in any respect of any covenant, representation, representation or warranty or any other obligation or agreement of the Company ANCX under the Merger Agreement or of the Shareholder under this Agreement and (C) result in any of action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect, frustrate the conditions set forth in Article VIII purposes of, or inhibit the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit or agree to take any action inconsistent with this Agreement or the foregoingfulfillment of UBSH’s or ANCX’s obligations or conditions under the Merger Agreement.

Agreement to Vote. Hereafter until Prior to the Expiration DateDate and subject to the terms of this Agreement, each Stockholder hereby agrees that at the Company Shareholder hereby unconditionally and irrevocably agrees that, at Stockholder Meeting or any other annual or special meeting of the Shareholders stockholders of the Company (or Company, however called, including any adjournment adjournment, recess or postponement thereof), and or in connection with any action by written consent of the Shareholders Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company requested by the Board of Directors is sought, in each case, with respect to which any of the Company or otherwise undertaken matters described in subsections (a) through (d) of this Section 2 is to be considered, Stockholder shall (solely in its capacity as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders a stockholder of Parent and the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Company Shareholder shallChange of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, if a meeting is held, (i) appear at the meeting, in person each such meeting or by proxy, cause its representative(s) to appear at such meeting or otherwise cause its Subject the Covered Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of establishing determining whether a quorumquorum is present and respond to each request by the Company for written consent, and such Company Shareholder shall vote or if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted or consented)voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of its Subject Sharesthe Covered Shares (to the extent the Covered Shares may vote on the matter in question) outstanding as of such record date: (a) to approve in favor of the adoption and adopt approval of the Merger Agreement and the TransactionsMerger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to authorize change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and approve the Merger, or the performance by Stockholder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger to Agreement; or (iv) any material change in the extent present capitalization or dividend policy of the approval of Company or any of the Company’s shareholders is required its Subsidiaries or applicable pursuant any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and the Transactions); and (f) against any action, proposal, action transaction or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B) result in (i) a breach in any respect of any covenant, representation, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement Agreement, or of Stockholder contained in this Agreement; or (Cii) result in any of the conditions to the consummation of the Merger set forth in Article VIII VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Each Company Shareholder hxxxxx agrees Any attempt by Stockholder to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of Stockholder’s Covered Shares in a manner that it violates or breaches the terms of this Agreement shall not commit or agree to take any action inconsistent with the foregoingbe null and void ab initio.

Agreement to Vote. Hereafter From the date hereof until the Expiration Date, each earlier of the Termination Date (as defined below) or the receipt of the Company Shareholder hereby Approval, the Shareholder irrevocably and unconditionally and irrevocably agrees that, that it shall at any meeting of the Shareholders shareholders of the Company (whether annual, special or any adjournment otherwise and whether or postponement thereofnot an adjourned or postponed meeting), and however called, or in connection with any action by written consent of the Shareholders shareholders of the Company requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions Company, however proposed: (which written consent shall be delivered promptly, and in any event within five (5a) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Company), such Company Shareholder shall, if when a meeting is held, appear at the meeting, in person or by proxy, such meeting or otherwise cause its Subject Covered Shares that are owned by the Shareholder as of the date of such meeting to be counted as present thereat for purposes the purpose of establishing a quorum, and such when a written consent is proposed, respond to each request by the Company Shareholder shall for written consent, and (b) vote or provide consent (consent, or cause to be voted at such meeting or consented), in person or by proxycause such consent to be granted with respect to, all Covered Shares that are owned by the Shareholder as of its Subject Shares: the date of such meeting or consent (ai) to approve in favor of the Merger and adopt the adoption of the Merger Agreement and the Transactions; Statutory Merger Agreement (b) each as they may be amended from time to authorize time), and approve in favor of each of the other transactions contemplated by the Merger to Agreement and the extent the Statutory Merger Agreement of which approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; solicited, and (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (eii) against and withhold consent with respect to (A) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, purchase sale of all or substantially all of the Company’s assets or other business combination transaction (between or involving the Company and any other than Person that would reasonably be expected to impede, interfere with, delay or postpone or adversely affect in any material respect the Merger Agreement and or any other transactions contemplated by the Transactions); and (f) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Merger Agreement, the Statutory Merger Agreement or the Mergerthis Agreement, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreement or (C) action that would be reasonably likely to result in any conditions to the consummation of the conditions set forth in Article VIII of Merger under the Merger Agreement not being fulfilled. Each , (C) any amendment or other change to the Company Shareholder hxxxxx agrees Memorandum of Association or Company Bye-laws that it shall not commit would reasonably be expected to impede, interfere with, delay, postpone or agree adversely affect in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement, the Statutory Merger Agreement or this Agreement, and (D) any other material change in the Company’s corporate structure or business that would reasonably be expected to take impede, interfere with, delay or postpone or adversely affect in any action inconsistent with material respect the foregoingMerger or any of the other transactions contemplated by the Merger Agreement or the Statutory Merger Agreement.

Agreement to Vote. Hereafter until During the Expiration Date, each Company Shareholder hereby unconditionally term of this Agreement and irrevocably agrees that, at the AMNB Meeting or at any other meeting of the Shareholders shareholders of the Company (or AMNB, however called, including any adjournment or postponement thereof), and in connection with any action by written consent of the Shareholders shareholders of AMNB (collectively, the “AMNB Shareholder Meeting”), the Shareholder irrevocably and unconditionally agrees that it shall, in each case to the fullest extent that such matters are submitted for the vote or written consent of the Company requested by Shareholder and that the Board of Directors of the Company Shares are entitled to vote thereon or otherwise undertaken as contemplated by the Transactions consent thereto: (which written consent shall be delivered promptly, and in any event within five (5a) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Company), such Company Shareholder shall, if a meeting is held, appear at the meeting, in person or by proxy, each AMNB Shareholder Meeting or otherwise cause its Subject the Shares to be counted as present thereat for purposes of establishing calculating a quorum, and such Company Shareholder shall ; and (b) to vote or provide consent (or cause to be voted voted) or consented)deliver (or cause to be delivered) a written consent covering, all of the Shares, and to cause any holder of record of the Shares to vote all such Shares, in person or by proxy, all : (i) in favor of its Subject Shares: (a) to approve and adopt the approval of the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any consummation of the Company’s shareholders is transactions contemplated thereby, including the Mergers, and any actions required or applicable pursuant to in furtherance thereof, at the Company’s Organizational Documents; AMNB Shareholder Meeting; and (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (eii) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and the Transactions); and (f) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the MergerAcquisition Proposal, (B) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach in any respect of any covenant, representation, representation or warranty or any other obligation or agreement of the Company AMNB under the Merger Agreement or of the Shareholder under this Agreement, and (C) result in any action, proposal, transaction or agreement that is intended or could reasonably be expected to impede, interfere with, delay, discourage, adversely affect, frustrate the purposes of, or inhibit the timely consummation of the conditions set forth in Article VIII of Mergers or the other transactions contemplated by the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit or agree to take any action inconsistent with this Agreement or the foregoingfulfillment of AMNB’s or Buyer’s obligations or conditions under the Merger Agreement.

Agreement to Vote. Hereafter (a) Each Stockholder (severally and not jointly) hereby irrevocably and unconditionally agrees that until the Expiration Date, each Company Shareholder hereby unconditionally and irrevocably agrees thatTime, at the Parent Stockholder Meeting and at any other meeting of the Shareholders stockholders of the Company (or Parent, however called, in each case including any adjournment or postponement thereof), and such Stockholder shall, in any action by written consent of the Shareholders of the Company requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available each case to the shareholders fullest extent that the Covered Shares of Parent and the Company), such Company Shareholder shall, if a meeting is held, Stockholder are entitled to vote thereon or consent thereto: (i) appear at the meeting, in person or by proxy, each such meeting or otherwise cause its Subject such Covered Shares to be counted as present thereat for purposes of establishing calculating a quorum, and such Company Shareholder shall ; and (ii) vote or provide consent (or cause to be voted or consentedvoted), in person or by proxy, all of its Subject Shares: such Covered Shares (aA) in favor of the approval of the Parent Share Issuance, the Parent Charter Amendment and any related action reasonably requested by the Company in furtherance of the foregoing, including, without limiting any of the foregoing obligations, in favor of any proposal to approve and adopt adjourn or postpone the Parent Stockholder Meeting to a later date if there are not a quorum or sufficient votes for approval of such matters on the date on which the Parent Stockholder Meeting is held to vote upon any of the foregoing matters, (B) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent contained in the Merger Agreement or of such Stockholder contained in this Agreement, and (C) against any Acquisition Proposal or Superior Proposal and against any other action, agreement or transaction involving Parent or any of its Subsidiaries that would reasonably be expected to materially impede, interfere with, delay, postpone, adversely affect or otherwise materially adversely affect or prevent the Transactions; (b) to authorize and approve consummation of the Merger to or the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable other transactions contemplated by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all performance by Parent of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than its obligations under the Merger Agreement and the Transactions); andor by such Stockholder of its obligations under this Agreement. (fb) Each Stockholder hereby agrees (i) not to commence or participate in and (ii) to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company, SpinCo or any proposalof their respective Affiliates relating to the negotiation, action execution or agreement that would delivery of this Agreement or the Merger Agreement or the consummation of the transactions contemplated hereby or thereby, including any claim (A) impedechallenging the validity of, frustrateor seeking to enjoin the operation of, prevent or nullify any provision of this Agreement or (B) alleging a breach of any fiduciary duty of the Board of Directors of Parent in connection with this Agreement, the Merger Agreement or the Mergertransactions contemplated hereby or thereby. (c) The obligations of each Stockholder specified in this Section 2.01 shall apply whether or not the Parent Share Issuance, (B) result in a breach in any respect of any covenant, representation, warranty the Parent Charter Amendment or any other obligation action described above is recommended by the Board of Directors of Parent (or agreement of the Company under the Merger Agreement or (C) result in any of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit or agree to take any action inconsistent with the foregoingcommittee thereof).

Agreement to Vote. Hereafter until Subject to the Expiration Dateearlier termination of this Agreement in accordance with Section 3, each Company Shareholder hereby the Stockholder, in its capacity as a stockholder of Ackrell, irrevocably and unconditionally and irrevocably agrees that, at the Ackrell Stockholders’ Meeting or any other meeting of the Shareholders stockholders of the Company Ackrell (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), the Stockholder shall, and in shall cause any action by written consent other holder of record of any of the Shareholders of the Company requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions Stockholder’s Covered Shares to: (which written consent shall be delivered promptly, a) if and in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Company), when such Company Shareholder shall, if a meeting is held, appear at the meeting, in person or by proxy, such meeting or otherwise cause its Subject the Stockholder’s Covered Shares to be counted as present thereat for purposes the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), and such Company Shareholder shall vote or provide consent (or cause to be voted at such meeting (or consentedvalidly execute and return and cause such consent to be granted with respect to), in person or by proxy, all of its Subject Shares: the Stockholder’s Covered Shares owned as of the record date for such meeting (aor the date that any written consent is executed by the Stockholder) to approve and adopt in favor of the Merger and other Transactions and the adoption of the Business Combination Agreement and any other matters necessary or reasonably requested by the Transactions; (b) to authorize and approve Company for consummation of the Merger and the other Transactions, including, without limitation, any actions necessary to effectuate the extent matters contemplated by the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents;Ackrell Proposals; and (c) to authorize vote (or execute and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable return an action by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documentswritten consent), the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held voted at such time in favor thereof; (e) against meeting, or validly execute and withhold return and cause such consent to be granted with respect to any mergerto, purchase of all or substantially all of the CompanyStockholder’s assets Covered Shares against any Ackrell Acquisition Proposal and any other action that (i) would reasonably be expected to materially impede, interfere with, delay, postpone or other business combination transaction (other than adversely affect the Merger Agreement and or any of the Transactions); and (f) against any proposal, action other Transactions or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, representation or warranty or other obligation or agreement of Ackrell under the Business Combination Agreement or (ii) would result in the failure of any condition set forth in Section 11.01, Section 11.02 or Section 11.03 of the Business Combination Agreement to be satisfied or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Stockholder contained in this Agreement or (Ciii) would reasonably be expected to result in any a breach of Section 10.04(b) of the conditions set forth in Article VIII Business Combination Agreement. The obligations of the Stockholder specified in this Section 1 shall apply whether or not the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit or agree to take any action inconsistent with described above is recommended by the foregoingBoard of Directors of Ackrell.

Agreement to Vote. Hereafter until Subject to the Expiration Dateearlier termination of this Agreement in accordance with Section 2, each and, as applicable, except to the extent limited by the terms of the Voting Agreement, dated October 15, 2021, by and between the Company Shareholder hereby and Intercontinental Exchange Holdings, Inc. (the “ICE Voting Amendment”), the Supporting Stockholder, in its direct or indirect capacity as a stockholder of the Company, irrevocably and unconditionally and irrevocably agrees that, at any meeting of the Shareholders of the Company Company’s Stockholders (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) convened pursuant to Section 4.12 of the Securities Purchase Agreement to which the Supporting Stockholder is a party (the “ICE SPA”), the Supporting Stockholder shall, and in shall cause any action by written consent other holder of record of any of the Shareholders of the Company requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions Supporting Stockholder’s Covered Shares to: (which written consent shall be delivered promptly, a) if and in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Company), when such Company Shareholder shall, if a meeting is held, appear at the meeting, in person such meeting (and at every adjournment or by proxy, postponement thereof) or otherwise cause its Subject the Covered Shares to be counted as present thereat for purposes the purpose of establishing a quorum; (b) vote, and such Company Shareholder shall vote or provide consent (or cause to be voted or consented(including via proxy), in person or by proxy, at such meeting all of its Subject Shares: (a) the Covered Shares owned as of the record date for such meeting to approve and adopt the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed matters necessary or advisable reasonably requested by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, to enable the Company Financing Agreements to issue any shares of Class A common stock and the shares of Class A common stock underlying the related Warrants (as defined belowin the Securities Purchase Agreements) or otherwise sought with respect to that may not be issued pursuant the Merger Agreement or Securities Purchase Agreements without first obtaining stockholder approval under the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against rules and withhold consent with respect to any merger, purchase of all or substantially all regulations of the Company’s assets or other business combination transaction New York Stock Exchange and to enable the Company to issue the shares of Class A common stock under the alternative cashless exercise provision of the Class 2 Warrants (other than as defined in the Merger Agreement and the TransactionsSecurities Purchase Agreements); and (fc) against the Supporting Stockholder hereby revokes any proposaland all previous proxies granted or has caused the holder(s) of record of any Covered Shares to revoke any and all previous proxies granted with respect to the Covered Shares, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this other than the ICE Voting Agreement, as applicable. For clarity, any vote cast pursuant to this Section (1) will (i) give effect to the Merger ICE Voting Agreement or and (ii) be calculated consistent with the Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement Listed Company Manual of the Company under the Merger Agreement or (C) result New York Stock Exchange, in any of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit or agree to take any action inconsistent with the foregoingeach case, as applicable.

Agreement to Vote. Hereafter until (a) Subject to the Expiration Dateearlier termination of this Agreement in accordance with Section 3 and to Section 1(b) and Section 1(c), each Company Shareholder hereby the Stockholder, solely in its capacity as a stockholder of the Company, irrevocably and unconditionally agrees that it shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to, validly execute and deliver to the Company, by (or effective as of no later than) 11:59PM Pacific Time on the fifth (5th) Business Day following the date that the Registration Statement becomes effective, the written consent in the form attached hereto as Exhibit A in respect of all of the Stockholder’s 1 Bracketed provisions illustrate certain key changes between the general form of Support Agreement and the form(s) specific to certain Stockholders(s). Covered Shares. In addition, subject to Section 1(b) and Section 1(c), prior to the Termination Date (as defined herein), the Stockholder, solely in its capacity as a stockholder of the Company, irrevocably and unconditionally agrees that, at any other meeting of the Shareholders stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), ) and in connection with any action by written consent of the Shareholders stockholders of the Company requested by Company, the Board Stockholder shall, and shall cause any other holder of Directors record of any of the Company or otherwise undertaken as contemplated by the Transactions Stockholder’s Covered Shares to: (which written consent shall be delivered promptly, i) if and in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Company), when such Company Shareholder shall, if a meeting is held, appear at the meeting, in person or by proxy, such meeting or otherwise cause its Subject all of the Stockholder’s Covered Shares to be counted as present thereat for purposes the purpose of establishing a quorum; (ii) vote (or execute and return an action by written consent), and such Company Shareholder shall vote or provide consent (or cause to be voted at such meeting (or consentedvalidly execute and return and cause such consent to be granted with respect to), in person or by proxy, all of its Subject Shares: the Stockholder’s Covered Shares owned as of the record date for such meeting (aor the date that any written consent is executed by the Stockholder) to approve and adopt the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent in favor of the approval of any the Merger and the adoption of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve Merger Agreement, any amendment to the Company’s Organizational Documents that is deemed necessary or advisable other proposals submitted by the Company for purposes approval to the Company Stockholders that are set forth in the Registration Statement and any other matters reasonably necessary and requested by the Company for consummation of effecting the Transactions;; and (diii) in any other circumstances upon which a consent vote (or other approval is required under the Company’s Organizational Documentsexecute and return an action by written consent), the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held voted at such time in favor thereof; (e) against meeting, or validly execute and withhold return and cause such consent to be granted with respect to any mergerto, purchase of all or substantially all of the CompanyStockholder’s assets or other business combination transaction (other than the Merger Agreement and the Transactions); and (f) Covered Shares against any proposal, Alternative Transaction and any other action or agreement that would (A) reasonably be expected to materially impede, frustrateinterfere with, prevent delay, postpone or nullify any provision of this Agreement, adversely affect the Merger Agreement Transactions or the Merger, (B) would reasonably be expected to result in a breach in any respect of any covenant, representation, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or (C) would reasonably be expected to result in a breach of any covenant, representation or warranty or other obligation or agreement of the conditions Stockholder contained in this Agreement. (b) Notwithstanding the foregoing, if the Company Board has effected a Company Change in Recommendation in accordance with the terms of the Merger Agreement, then (i) the number of shares of Company Stock that the Stockholder shall be required to vote (or execute a written consent with respect to) pursuant to the provisions of this Agreement shall be reduced such that the Stockholder, together with the other stockholders of the Company entering into support agreements with Acquiror on or about the date hereof (such stockholders of the Company, together with the Stockholder, the “Support Stockholders”), shall only be required to collectively vote (or provide a written consent) with respect to an aggregate number of shares of Company Stock equal to (i) thirty-five percent (35%) of the total voting power of the then outstanding shares of Company Common Stock and Company Preferred Stock, voting or acting by written consent together as a single class, and (ii) thirty-five percent (35%) of the total voting power of the then outstanding Company Preferred Stock, voting or acting by written consent together as a single class, in each case as of the record date of such vote or written consent (collectively, the “Specified Company Voting Shares” and the portion of the Specified Company Voting Shares owned of record and beneficially by the Stockholder (which shall be determined pro rata based on the number of shares of voting Company Stock owned of record by the Stockholder as compared to the number of shares of voting Company Stock owned of record by all Support Stockholders), the “Adjusted Covered Shares”), such that the Stockholder shall only be obligated to execute a written consent with respect to, or otherwise vote, the Adjusted Covered Shares in the manner set forth in Article VIII this Agreement, (ii) all references in this Section 1 to “Covered Shares” shall be deemed to only refer to the Adjusted Covered Shares and (iii) Stockholder shall be entitled (in its sole discretion) to vote any shares of Company Stock that it is entitled to vote, other than the Adjusted Covered Shares, in any manner. (c) The obligations of the Stockholder specified in this Section 1 (for the avoidance of doubt, after giving effect to the Section 1(b), if applicable) shall apply whether or not the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit Agreement, the Transactions or agree to take any action inconsistent with described above is recommended by the foregoingCompany Board or the Company Board has changed the Company Board Recommendation.

Agreement to Vote. Hereafter until Subject to the Expiration Dateearlier termination of this Agreement in accordance with Section 3, each the Shareholder, in its capacity as a shareholder of the Company, irrevocably and unconditionally agrees that it shall, and shall cause any other holder of record of any of the Shareholder’s Covered Shares to, validly execute and deliver to the Company, on (or effective as of) the fifth (5th) day following the date that the notice of the Company Shareholder hereby Meeting (the “Company Shareholder Meeting Notice”) is delivered by the Company, the voting proxy in substantially the form attached hereto as Exhibit A in respect of all of the Shareholder’s Covered Shares. In addition, prior to the Termination Date (as defined herein), the Shareholder, in its capacity as a shareholder of the Company, irrevocably and unconditionally and irrevocably agrees that, at any other meeting of the Shareholders shareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), ) and in connection with any action by written consent of the Shareholders shareholders of the Company requested by Company, the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Company), such Company Shareholder shall, and shall cause any other holder of record of any of the Shareholder’s Covered Shares to: (a) if a and when such meeting is held, appear at the meeting, in person or by proxy, such meeting or otherwise cause its Subject the Shareholder’s Covered Shares to be counted as present thereat for purposes the purpose of establishing a quorum; (b) execute and return an action by written consent (or vote, in person or by proxy), or validly execute and return and cause such Company Shareholder shall vote or provide consent to be granted with respect to (or cause to be voted at such meeting), all of the Shareholder’s Covered Shares owned as of the date that any written consent is executed by the Shareholder (or consented)the record date for such meeting) in favor of (i) the Merger and the adoption of the Business Combination Agreement, (ii) the Company Shareholder Proposals, (iii) the Company Preferred Shareholder Proposals, if applicable, and (iv) any other matters necessary or reasonably requested by the Company for consummation of the Merger and the other transactions contemplated by the Business Combination Agreement; and (c) execute and return an action by written consent (or vote, in person or by proxy), all of its Subject Shares: (a) or validly execute and return and cause such consent to approve and adopt the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought be granted with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held voted at such time in favor thereof; (e) against and withhold consent with respect to any mergermeeting), purchase of all or substantially all of the CompanyShareholder’s assets Covered Shares against any Company Acquisition Proposal and any other action that would reasonably be expected to materially impede, interfere with, delay, postpone or other business combination transaction (other than adversely affect the Merger Agreement and or any of the Transactions); and (f) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, other transactions contemplated by the Merger Business Combination Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, representation or warranty or any other obligation or agreement of the Company under the Merger Business Combination Agreement or (C) that would result in the failure of any of the conditions condition set forth in Article VIII Section 6.1, Section 6.2 or Section 6.3 of the Business Combination Agreement to be satisfied or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Shareholder contained in this Agreement. (d) The obligations of the Shareholder specified in this Section 1 shall apply whether or not the Merger Agreement not being fulfilledor any action described above is recommended by the Company Board or the Company Board has effected a Company Change in Recommendation. (e) The Shareholder hereby irrevocably, to the fullest extent permitted by law, appoints the Company, or any designee of the Company, for so long as the provisions of this Section 1 remain in effect, as the Shareholder’s attorney-in-fact and proxy with full power of substitution, to vote and otherwise act (by written consent or otherwise) with respect to the Owned Shares, solely on the matters and in the manner specified in this Section 1. Each Company Shareholder hxxxxx agrees that it This proxy shall be valid for the duration of this Agreement. (f) THE PROXIES AND POWERS OF ATTORNEY GRANTED PURSUANT TO SECTION 1(e) ARE IRREVOCABLE AND COUPLED WITH AN INTEREST. The proxies and powers of attorney shall not commit be terminated by any act of the Shareholder or agree by operation of law, by lack of appropriate power or authority, or by the occurrence of any other event or events and shall be binding upon all successors, assigns, heirs, beneficiaries and legal representatives of the Shareholder. The Shareholder hereby revokes all other proxies and powers of attorney on the matters specified in this Section 1 with respect to take the Owned Shares that the Shareholder may have previously appointed or granted, and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by the Shareholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the Shareholder and any action inconsistent with obligation of the foregoingShareholder under this Agreement shall be binding upon the heirs, personal representatives, and successors of the Shareholder.

Agreement to Vote. Hereafter From the date hereof until the Expiration Date, each earlier of the Termination Date (as defined below) or the receipt of the Company Shareholder hereby Approval, Arch irrevocably and unconditionally and irrevocably agrees that, that it shall at any meeting of the Shareholders shareholders of the Company (whether annual, special or any adjournment otherwise and whether or postponement thereofnot an adjourned or postponed meeting), and however called, or in connection with any action by written consent of the Shareholders shareholders of the Company requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions Company, however proposed: (which written consent shall be delivered promptly, and in any event within five (5a) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Company), such Company Shareholder shall, if when a meeting is held, appear at the meeting, in person or by proxy, such meeting or otherwise cause its Subject Covered Shares that are owned by Arch as of the date of such meeting to be counted as present thereat for purposes the purpose of establishing a quorum, and such when a written consent is proposed, respond to each request by the Company Shareholder shall for written consent, and (b) vote or provide consent (consent, or cause to be voted at such meeting or consented), in person or by proxycause such consent to be granted with respect to, all Covered Shares that are owned by Arch as of its Subject Shares: the date of such meeting or consent (ai) to approve in favor of the Merger and adopt the adoption of the Merger Agreement and the Transactions; Statutory Merger Agreement (b) each as they may be amended from time to authorize time), and approve in favor of each of the other transactions contemplated by the Merger to Agreement and the extent the Statutory Merger Agreement of which approval of any of the Company’s 's shareholders is required or applicable pursuant to the Company’s Organizational Documents; solicited, and (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (eii) against and withhold consent with respect to (A) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, purchase sale of all or substantially all of the Company’s assets or other business combination transaction (between or involving the Company and any other than Person that would reasonably be expected to impede, interfere with, delay or postpone or adversely affect in any material respect the Merger Agreement and or any other transactions contemplated by the Transactions); and (f) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Merger Agreement, the Statutory Merger Agreement or the Mergerthis Agreement, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreement or (C) action that would be reasonably likely to result in any conditions to the consummation of the conditions set forth in Article VIII of Merger under the Merger Agreement not being fulfilled. Each , (C) any amendment or other change to the Company Shareholder hxxxxx agrees Memorandum of Association or Company Bye-laws that it shall not commit would reasonably be expected to impede, interfere with, delay, postpone or agree adversely affect in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement, the Statutory Merger Agreement or this Agreement, and (D) any other material change in the Company's corporate structure or business that would reasonably be expected to take impede, interfere with, delay or postpone or adversely affect in any action inconsistent with material respect the foregoingMerger or any of the other transactions contemplated by the Merger Agreement or the Statutory Merger Agreement.

Agreement to Vote. Hereafter Subject to the terms and conditions hereof, each Stockholder irrevocably and unconditionally agrees that from and after the date hereof and until the earliest to occur of (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms (such earlier occurrence being the "Expiration Date, each Company Shareholder hereby unconditionally and irrevocably agrees thatTime"), at any meeting (whether annual or special, and at each adjourned or postponed meeting) of the Shareholders of the Company Seller Stockholders, however called, each Stockholder will (or any adjournment or postponement thereof), and in any action by written consent of the Shareholders of the Company requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event within five (5x) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Company), such Company Shareholder shall, if a meeting is held, appear at the meeting, in person or by proxy, such meeting or otherwise cause its Subject Owned Shares to be counted as present thereat for purposes of establishing calculating a quorumquorum and (y) vote, and such Company Shareholder shall vote or provide consent (or cause instruct to be voted or consented), in person or by proxyvoted, all of its Subject Shares: such Stockholder's Owned Shares (aA) to approve and adopt in favor of the adoption of the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documentstransactions contemplated thereby, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and the Transactions); and (f) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or including the Merger, (B) result in a breach in any respect favor of the approval of any covenant, representation, warranty other matter that is required by applicable Law or any other obligation or agreement of a Governmental Authority to be approved by the Company under Seller Stockholders to consummate the transactions contemplated by the Merger Agreement or Agreement, including the Merger, (C) against any Acquisition Proposal other than the Merger or the Merger Agreement, and without regard to the terms of such Acquisition Proposal, (D) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the adoption thereof or the consummation thereof, (E) against any action or agreement that may reasonably be expected to result in any condition to the consummation of the conditions Merger set forth in Article VIII VII of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees , and (F) against any agreement, amendment of any agreement (including the Seller Charter or the Amended and Restated Bylaws of the Seller) or any other action that it shall not commit may reasonably be expected to impede, interfere with, delay, postpone or agree attempt to take discourage the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or may reasonably be expected to result in a breach of any action inconsistent with of the foregoingcovenants, representations, warranties or other obligations or agreements of Seller, Buyer or Merger Sub under the Merger Agreement, which may reasonably be expected to materially and adversely affect Seller, Buyer or Merger Sub or their respective abilities to consummate the transactions contemplated by the Merger Agreement within the time periods contemplated thereby.

Agreement to Vote. Hereafter During the period from the date of this Agreement until the Expiration Date, each Company Shareholder hereby unconditionally and irrevocably agrees that, at any every meeting of the Shareholders shareholders of the Company (or called with respect to any of the following, and at every adjournment or postponement thereof), and in any on every action or approval by written consent of the Shareholders shareholders of the Company requested by with respect to any the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent following, each Shareholder shall be delivered promptly, and in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Company), such Company Shareholder shall, if a meeting is held, appear at the meeting, such meeting (in person or by proxy, ) or otherwise cause its the Subject Shares that such Shareholder is entitled to vote to be counted as present thereat for purposes the purpose of establishing a quorum, quorum and such Company Shareholder shall vote or provide consent (or cause to be voted at such meeting (or consented), in person or by proxy, all of its consent) such Subject Shares: (a) to approve and adopt (i) unless the Company Special Committee has made an Adverse Recommendation Change that has not been rescinded or withdrawn, in favor of the approval of the Merger Agreement Agreement, the Mergers and the Transactions;other transactions contemplated thereby or (ii) against any action or agreement that is recommended against by the Company Special Committee and that would reasonably be expected to impede, frustrate, interfere with, delay, postpone or adversely affect the consummation of the Mergers and the other transactions contemplated by the Merger Agreement; and (b) to authorize and approve in the event that the Company Special Committee has made an Adverse Recommendation Change that has not been rescinded or otherwise withdrawn, in favor of the approval of the Merger Agreement, the Mergers and the other transactions contemplated thereby in the same proportion as the number of Shares owned by holders of Company Ordinary Shares (other than the Shareholders, Xxxxxxx X. Xxxxx, XX and Xxxxxxx X. Xxxxxx and the “Shareholders” under the BilCar Voting Agreement, the Blackstone Voting Agreement and the GSO Voting Agreement (the “Unaffiliated Shareholders”)) that are voted in favor of the approval of the Merger Agreement, the Mergers and the other transactions contemplated thereby bears to the total number of Shares owned by Unaffiliated Shareholders present (in person or by proxy) and voting at such meeting of the shareholders of the Company. Nothing contained in this Agreement shall be deemed to vest in the Company any direct or indirect ownership or incidence of ownership of any Subject Shares. All rights, ownership and economic benefits of and relating to the Subject Shares shall remain vested in and belong to the Shareholders. Notwithstanding anything to the contrary herein, to the extent the approval of Series B Shares are entitled to participate in any meeting of the Company’s shareholders is required or applicable pursuant of the Company to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought extent called solely with respect to the Merger Agreement Company Ordinary Shares regarding any matter addressed by this Agreement, the Shareholders agree that they will not participate in any such meeting (for purposes of quorum, voting or otherwise) solely with respect to the TransactionsSeries B Shares. Notwithstanding anything to the contrary in this Agreement, each Shareholder shall remain free to vote, consent or approve vote (or cause to be voted, consented execute consents or approvedproxies with respect to) all of such Company Shareholder’s the Subject Shares held at such time in favor thereof; (e) against and withhold consent with respect to any mergermatter other than as set forth in Section 2.01(a) and Section 2.01(b) in any manner such Shareholder deems appropriate, purchase including in connection with the election of all or substantially all directors of the Company’s assets or other business combination transaction (other than the Merger Agreement and the Transactions); and (f) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreement or (C) result in any of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote. Hereafter (a) From the date hereof until the Expiration Datetermination of this Agreement in accordance with Section 5.1, each Company Shareholder hereby unconditionally except to the extent waived in writing by Parent in its sole and irrevocably agrees thatabsolute discretion, at any meeting of the Shareholders stockholders of the Company (Company, however called, or at any adjournment thereof, or postponement thereof), and in connection with any action by written consent of the Shareholders of the Company requested by the Board of Directors stockholders of the Company or otherwise undertaken as contemplated in any other circumstances upon which a vote, consent or other approval of all or some of the stockholders of the Company is sought, each Company Stockholder shall vote (or cause to be voted) all of such Company Stockholder’s Subject Shares (to the extent the Subject Shares are not purchased in the Offer) and any other shares of capital stock of the Company owned, beneficially or of record, by such Company Stockholder during the Transactions (which term of this Agreement that are entitled to vote at such meeting or in such written consent shall be delivered promptly(collectively, the “Voting Shares”): (a) in favor of adoption of the Merger Agreement; and in any event within five (5b) Business Days, after against the Registration Statement following actions (as other than the Merger and the transactions contemplated by the Merger Agreement): (i) has been declared effective any Acquisition Proposal or Acquisition Transaction; (ii) any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; and has been delivered (iii) any other action, transaction or proposal involving the Company or any of its Subsidiaries that is intended or would reasonably be expected to prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise made available to materially adversely affect the shareholders Offer, the Merger, the Merger Agreement, any of Parent and the Company), such Company Shareholder shall, if transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing. (b) In the event that a meeting of the stockholders of the Company is held, each Company Stockholder shall, or shall cause the holder of record of its Voting Shares on any applicable record date to, appear at the meeting, in person or by proxy, such meeting or otherwise cause its Subject Voting Shares to be counted as present thereat for purposes of establishing a quorum, and such Company Shareholder shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares: (a) to approve and adopt the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents;. (c) Each Company Stockholder shall not enter into any agreement or understanding with any Person to authorize and approve vote or give instructions in any amendment to manner inconsistent with the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes terms of effecting the Transactions;this Section 1.2. (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational DocumentsEACH COMPANY STOCKHOLDER HEREBY IRREVOCABLY GRANTS TO AND APPOINTS DXXXX X. XXXXXXX AND PXXX X. XXXXXX, the Company Financing Agreements IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF PARENT, AND ANY INDIVIDUAL WHO SHALL HEREAFTER SUCCEED TO ANY SUCH OFFICE OF PARENT, AND EACH OF THEM INDIVIDUALLY, SUCH COMPANY STOCKHOLDER’S PROXY AND ATTORNEY-IN-FACT (as defined belowWITH FULL POWER OF SUBSTITUTION), FOR AND IN THE NAME, PLACE AND STEAD OF SUCH COMPANY STOCKHOLDER, TO REPRESENT, VOTE AND OTHERWISE ACT (BY VOTING AT ANY MEETING OF STOCKHOLDERS OF THE COMPANY, BY WRITTEN CONSENT IN LIEU THEREOF OR OTHERWISE) or otherwise sought with respect to the Merger Agreement or the TransactionsWITH RESPECT TO THE VOTING SHARES OWNED OR HELD BY SUCH COMPANY STOCKHOLDER REGARDING THE MATTERS REFERRED TO IN SECTION 1.2(a) HEREOF UNTIL THE TERMINATION OF THIS AGREEMENT, to voteTO THE SAME EXTENT AND WITH THE SAME EFFECT AS SUCH COMPANY STOCKHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, consent or approve RULES AND REGULATIONS. THE PROXY GRANTED PURSUANT TO THIS SECTION 1.2 (or cause to be votedd) IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE. EACH COMPANY STOCKHOLDER WILL TAKE SUCH FURTHER ACTION AND WILL EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. EACH COMPANY STOCKHOLDER HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY GRANTED WITH RESPECT TO ANY OF THE VOTING SHARES THAT MAY HAVE HERETOFORE BEEN APPOINTED OR GRANTED WITH RESPECT TO THE MATTERS REFERRED TO IN SECTION 1.2 (a) HEREOF, consented or approvedAND NO SUBSEQUENT PROXY (WHETHER REVOCABLE OR IRREVOCABLE) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold consent with respect to any mergerOR POWER OF ATTORNEY SHALL BE GIVEN BY SUCH COMPANY STOCKHOLDER, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and the TransactionsEXCEPT AS REQUIRED BY ANY LETTER OF TRANSMITTAL IN CONNECTION WITH THE OFFER. THE PARTIES ACKNOWLEDGE AND AGREE THAT NEITHER PARENT, NOR ANY OF ITS SUCCESSORS, ASSIGNS, AFFILIATES, SUBSIDIARIES, EMPLOYEES, OFFICERS, DIRECTORS, STOCKHOLDERS, AGENTS OR OTHER REPRESENTATIVES, SHALL INCUR ANY LIABILITY TO ANY STOCKHOLDER IN CONNECTION WITH OR AS A RESULT OF ANY EXERCISE OF THE PROXY GRANTED TO PARENT PURSUANT TO THIS SECTION 1.2(d); and (f) against any proposal, action or agreement that would (A) impedeOTHER THAN FOR A BREACH OF THIS SECTION 1.2(d). NOTWITHSTANDING THE FOREGOING, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreement or (C) result in any of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit or agree to take any action inconsistent with the foregoingTHIS PROXY SHALL TERMINATE UPON TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS.

Agreement to Vote. Hereafter until Subject to the Expiration Dateterms of this Agreement, each Company Shareholder the Unitholder hereby irrevocably and unconditionally and irrevocably agrees that, during the time this Agreement is in effect, at any every annual or special meeting of the Shareholders Members of the Company (or held with respect to the matters specified in Section 1.2(b), however called, including any adjournment or postponement thereof), and in connection with any action proposed to be taken by written consent of the Shareholders Members of the Company requested by Company, the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptlyUnitholder shall, and in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available each case to the shareholders fullest extent that the Subject Units then owned beneficially or of Parent and record are entitled to vote thereon: (a) cause the Company), such Company Shareholder shall, if a meeting is held, appear at the meeting, in person Subject Units then owned beneficially or by proxy, or otherwise cause its Subject Shares of record to be counted as present thereat for purposes of establishing determining a quorum, and such Company Shareholder shall vote or provide consent ; (or cause to b) be voted or consented), present (in person or by proxy, all of its Subject Shares: (a) to approve and adopt the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve vote (or cause to be voted), consented or approveddeliver (or cause to be delivered) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold a written consent with respect to any mergerto, purchase the Subject Units then owned beneficially or of all or substantially all record: (i) in favor of (A) adoption of the Merger Agreement and approval of the Merger and the other Contemplated Transactions and (B) each of the actions contemplated by the Merger Agreement in respect of which approval of the Company’s assets or other business combination transaction Members is requested (other than collectively, the Merger Agreement and the Transactions“Transaction Matters”); and (fii) against any proposal, action or agreement that would (A) impedeany change in the Company Board, frustrate, prevent (B) any Acquisition Proposal or nullify any provision of this other proposal made in opposition to the Merger Agreement, the Merger Agreement or the Mergertransactions contemplated by the Merger Agreement, and (BC) result in any other proposal or action that would constitute a breach in any respect of any covenant, representation, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or (C) result in any of the conditions Unitholder under this Agreement or that is intended or could reasonably be expected to prevent, frustrate, impede, interfere with, materially delay or adversely affect the Merger or other Contemplated Transactions. (c) Subject to Section 1.4, the Unitholder agrees that the obligations specified in this Section 1.2 shall not be affected by any Adverse Recommendation Change except to the extent the Merger Agreement is terminated as a result thereof. (d) During the time this Agreement is in effect, except as contemplated by Article V, the Unitholder shall retain at all times the right to vote the Subject Units in the Unitholder’s sole discretion, and without any other limitation, on any matters other than those set forth in Article VIII of this Section 1.2 that are at any time or from time to time presented for consideration to the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit or agree to take any action inconsistent with the foregoingCompany’s Members generally.

Agreement to Vote. Hereafter From the date hereof until the Expiration Dateearlier of the Termination Date (as defined below) or the receipt of the Company Shareholder Approval, each Company Shareholder hereby irrevocably and unconditionally and irrevocably agrees that, that it shall at any meeting of the Shareholders shareholders of the Company (whether annual, special or any adjournment otherwise and whether or postponement thereofnot an adjourned or postponed meeting), and however called, or in connection with any action by written consent of the Shareholders shareholders of the Company requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions Company, however proposed: (which written consent shall be delivered promptly, and in any event within five (5a) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Company), such Company Shareholder shall, if when a meeting is held, appear at the meeting, in person or by proxy, such meeting or otherwise cause its Subject Covered Shares that are owned by such Shareholder as of the date of such meeting to be counted as present thereat for purposes the purpose of establishing a quorum, and such when a written consent is proposed, respond to each request by the Company Shareholder shall for written consent, and (b) vote or provide consent (consent, or cause to be voted at such meeting or consented), in person or by proxycause such consent to be granted with respect to, all Covered Shares that are owned by such Shareholder as of its Subject Shares: the date of such meeting or consent (ai) to approve in favor of the Merger and adopt the adoption of the Merger Agreement and the Transactions; Statutory Merger Agreement (b) each as they may be amended from time to authorize time), and approve in favor of each of the other transactions contemplated by the Merger to Agreement and the extent the Statutory Merger Agreement of which approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; solicited, and (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (eii) against and withhold consent with respect to (A) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, purchase sale of all or substantially all of the Company’s assets or other business combination transaction (between or involving the Company and any other than Person that would reasonably be expected to impede, interfere with, delay or postpone or adversely affect in any material respect the Merger Agreement and or any other transactions contemplated by the Transactions); and (f) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Merger Agreement, the Statutory Merger Agreement or the Mergerthis Agreement, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreement or (C) action that would be reasonably likely to result in any conditions to the consummation of the conditions set forth in Article VIII of Merger under the Merger Agreement not being fulfilled. Each , (C) any amendment or other change to the Company Shareholder hxxxxx agrees Memorandum of Association or Company Bye-laws that it shall not commit would reasonably be expected to impede, interfere with, delay, postpone or agree adversely affect in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement, the Statutory Merger Agreement or this Agreement, and (D) any other material change in the Company’s corporate structure or business that would reasonably be expected to take impede, interfere with, delay or postpone or adversely affect in any action inconsistent with material respect the foregoingMerger or any of the other transactions contemplated by the Merger Agreement or the Statutory Merger Agreement.

Agreement to Vote. Hereafter until The Sponsor, by this Agreement, with respect to the Expiration DateSponsor Shares (together with any other equity securities of SPAC that Sponsor holds of record or beneficially as of the date of this Agreement or acquires record or beneficial ownership of after the date hereof, each Company Shareholder collectively, the “Subject SPAC Equity Securities”), hereby unconditionally agrees during the term of this Agreement: (a) to vote (or cause to be voted), in person or by proxy, or execute and irrevocably agrees thatdeliver a written consent (or cause a written consent to be executed and delivered), at any meeting of the shareholders of SPAC, including the SPAC Shareholders of the Company (Meeting, however called, or any adjournment or postponement thereof), and in any action by written consent of the Shareholders of the Company requested by the Board of Directors of the Company SPAC Shareholders, or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event within five (5) Business Daysother circumstance in which the vote, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered consent or otherwise made available to other approval of the shareholders of Parent SPAC is sought (and the Company), such Company Shareholder shall, if a meeting is held, appear at the any such meeting, in person or by proxy, or otherwise cause its all of such holder’s Subject Shares SPAC Equity Securities to be counted as present thereat for purposes of establishing a quorum, and such Company Shareholder shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its the Subject Shares: SPAC Equity Securities held by the Sponsor at such time (ai) to approve in favor of the approval and adopt adoption of the Merger Agreement BCA and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to voteincluding the Merger, consent or approve (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held at such time and the other Transaction Proposals and in favor thereof; of any other matter reasonably necessary to the consummation of the Transactions, (eii) against and withhold consent with respect to any arrangement, merger, purchase amalgamation, consolidation, combination, sale of all substantial assets, reorganization, recapitalization, dissolution, liquidation or substantially all winding up of or by the Company’s assets or other business combination transaction SPAC (other than the Merger Agreement and the Transactions); and , (fiii) against any proposalchange in the business, action management or SPAC Board other than as required or permitted under the BCA and Ancillary Documents and (iv) against any action, agreement or transaction or proposal that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of SPAC under the BCA or that would (A) reasonably be expected to result in the failure of the Transactions from being consummated or that would impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement BCA or any Ancillary Document; (b) not to redeem, elect to redeem or tender or submit any of its Subject SPAC Equity Securities for redemption in connection with the BCA or the Merger, Transactions; (Bc) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreement or (C) result in any of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not to commit or agree to take any action inconsistent with the foregoing; and (d) not to modify or amend any agreement, contract or arrangement between or among Sponsor and any Affiliate of such Sponsor (other than SPAC or any of its subsidiaries), on the one hand, and SPAC or any of SPAC’s subsidiaries, on the other hand, related to the Transactions.

Agreement to Vote. Hereafter until the Expiration Date, each Company Shareholder hereby unconditionally and irrevocably The Stockholder agrees that, from and after the date hereof and unless this Agreement terminates pursuant to Section 4.01, at the Company Stockholders Meeting or any other meeting of the Shareholders stockholders of the Company (or any Company, however called, and at every adjournment or postponement thereof), and or in any action by written consent other circumstance upon which a vote of all or some of the Shareholders stockholders of the Company requested is sought, relating to any proposed action by the Board of Directors stockholders of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available with respect to the shareholders of Parent and matters set forth in Section 1.02(b) below: (a) the Company), such Company Shareholder shall, if a meeting is held, Stockholder shall appear at the meeting, in person or by proxy, each such meeting or otherwise cause its Subject the Shares beneficially owned by the Stockholder to be counted as present thereat for purposes of establishing calculating a quorum; and (b) the Stockholder shall, and such Company Shareholder shall cause any holder of record of Shares on any applicable record date to vote or provide consent (or cause to be voted or consentedvoted), in person or by proxy, all the Shares beneficially owned by the Stockholder (i) in favor of its Subject Shares: (a) to approve and adopt adoption of the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any other action of the Company’s shareholders is required or applicable pursuant stockholders requested in furtherance thereof, including any proposal to adjourn the Company’s Organizational Documents; (c) to authorize and approve any amendment to meeting if there are not sufficient votes for the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes adoption of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or on the Transactionsdate on which such meeting is held, to vote, consent or approve and (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and the Transactions); and (fii) against any proposalother action, action agreement or agreement transaction submitted for approval to the stockholders of the Company that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Mergercould reasonably be expected to lead to a Company Takeover Proposal, (B) result in a would breach in any respect of any covenant, representation, representation or warranty or any other obligation or agreement of the Company Stockholder under the Merger Agreement this Agreement, or (C) result is intended or would reasonably be expected to impede, interfere with, discourage, adversely affect, delay or prevent the Offer, the Merger or the Transactions or change in any manner that is adverse to the consummation of the conditions Offer, the Merger or the Transactions the voting rights of any class of shares of the Company (including by way of amendments to the Company Charter or Company Bylaws). Notwithstanding the foregoing the obligations set forth in Article VIII Sections 1.01 and 1.02 shall not apply when there has been an Adverse Recommendation Change. Except as set forth in this Section 1.02, none of the Stockholders shall be restricted from voting in favor of, against or abstaining with respect to any other matters presented to the stockholders of the Company, provided such other matters do not breach any of Stockholder’s obligations under this Section 1.02. (c) the Stockholder hereby irrevocably grants a limited proxy to, and appoints, Parent and any designee of Parent, and each of them individually, its proxies and limited attorneys-in-fact, with full power of substitution and resubstitution, to vote, or execute and deliver a proxy to vote, during the term of this Agreement with respect to the Shares in accordance with this Section 1.02. This limited proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement not being fulfilledby Parent and Merger Sub, and to secure the performance of the duties of the Stockholder under this Agreement. Each Company Shareholder hxxxxx agrees The Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this limited proxy. This limited proxy and power of attorney granted by the Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder with respect to the Shares. The limited power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of Stockholder. The limited proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement or an Adverse Recommendation Change. The parties hereto acknowledge and agree that it neither Parent, nor any of its stockholders or affiliates, nor any of their partners, directors, officers, employees, agents or representatives of any of them, shall not commit incur any liability to any stockholder directly or agree indirectly in connection with, or as a result of, any exercise of the limited proxy granted to take Parent or any action inconsistent with the foregoingdesignee of Parent pursuant to this Section 1.02(c).

Agreement to Vote. Hereafter until the Expiration Date, each Company Each Shareholder hereby unconditionally and irrevocably agrees that, from and after the date hereof until the termination of this Agreement, at any duly called meeting of the Shareholders shareholders of the Company (or any adjournment or postponement thereof)Company, and in any action by written consent of the Shareholders shareholders of the Company requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Company), such Company Shareholder shall, if a meeting is held, appear at the meetingmeeting and any adjournment or postponement thereof, in person or by proxy, or otherwise cause the Subject Common Shares over which such Shareholder has sole voting power (and use its best efforts to cause the Subject Common Shares over which such Shareholder has joint voting power) to be counted as present thereat for purposes of establishing a quorum, and such Company Shareholder shall vote or provide consent the Subject Common Shares over which such Shareholder has sole voting power (or and cause to be voted or consentedconsented the Subject Common Shares over which such Shareholder has joint voting power), in person or by proxy, all of its Subject Shares: (a) to approve and adopt in favor of approving the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and the Transactions); and (f) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or and each of the Mergerother transactions and other matters specifically contemplated by the Merger Agreement, (Bb) in favor of any proposal to adjourn any such meeting if necessary to permit further solicitation of proxies in the event there are not sufficient votes at the time of such meeting to approve the Merger Agreement, (c) against any action or agreement submitted for approval of the shareholders of the Company that would result in a breach in any respect of any covenant, representation, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of such Shareholder under this Agreement and (Cd) except as otherwise agreed in writing by the Company, against any action, agreement, transaction or proposal submitted for approval of the shareholders of the Company that would reasonably be expected to result in any of the conditions set forth in Article VIII of to the Company’s obligations under the Merger Agreement not being fulfilledfulfilled or that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay or adversely affect the transactions contemplated by the Merger Agreement. Each Company Any vote by such Shareholder hxxxxx agrees that it is not in accordance with this Section 1.1 shall be considered null and void. Such Shareholder shall not commit enter into any agreement or agree understanding with any person or entity prior to take any action the termination of this Agreement to vote or give instructions in a manner inconsistent with the foregoingclauses (a), (b) or (c) of this Section 1.1.

Agreement to Vote. Hereafter until a. Each Shareholder (in his, her or its capacity as a shareholder of ARYA and on behalf of himself, herself and itself and not the Expiration Date, each Company Shareholder other Shareholders) hereby unconditionally and irrevocably agrees thatagrees, at any meeting of the shareholders of ARYA duly called and convened in accordance with the Governing Documents of ARYA, whether or not adjourned and however called, including at the ARYA Shareholders of the Company (Meeting or any adjournment or postponement thereof)otherwise, and in any action by written consent of the Shareholders shareholders of ARYA, (i) to vote, or cause to be voted, or execute and return, or cause to be executed and returned, an action by written consent with respect to, as applicable, all of such Shareholder’s ARYA Class B Shares and ARYA Class A Shares (if any) held of record or beneficially by such Shareholder as of the Company requested by date of this Agreement, or to which such Shareholder acquires record or beneficial ownership after the Board date hereof and prior to the Closing (collectively, the “Subject ARYA Equity Securities”) in favor of Directors each of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptlyTransaction Proposals, and in any event within five (5) Business Dayseach case, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent extent Subject ARYA Equity Securities are entitled to vote thereon or consent thereto and the Company), (ii) when such Company Shareholder shall, if a meeting is held, appear at the meeting, in person or by proxy, such meeting or otherwise cause its the Subject Shares ARYA Equity Securities to be counted as present thereat for purposes the purpose of establishing a quorum, and such Company Shareholder shall vote or provide consent (iii) to vote, or cause to be voted against, against or consented)withhold written consent, or cause written consent to be withheld, with respect to, as applicable, (A) any ARYA Acquisition Proposal or (B) any other matter, action or proposal that would reasonably be expected to result in person or by proxy, all of its Subject Shares: (ax) to approve and adopt the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval a breach of any of the Company’s shareholders is required ARYA Parties’ covenants, agreements or applicable pursuant obligations under the Business Combination Agreement or (y) any of the conditions to the Closing set forth in Sections 6.1 or 6.3 of the Business Combination Agreement not being satisfied. b. Without limiting any other rights or remedies of the Company, each Shareholder hereby irrevocably appoints the chief executive officer of the Company or any other officer of the Company designated by Company as each Shareholder’s Organizational Documents; agent, attorney-in-fact and proxy (cwith full power of substitution and resubstitution), for and in the name, place and stead of each Shareholder, (i) to authorize and approve attend on behalf of each Shareholder any amendment to meeting of the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought ARYA Shareholders with respect to the Merger Agreement or matters described in Section 1(a), (ii) to include the Transactions, Subject ARYA Equity Securities in any computation for purposes of establishing a quorum at any such meeting of the holders of ARYA Shares and (iii) to vote, consent or approve vote (or cause to be voted), consented or approveddeliver a written consent (or withhold consent) with respect to, as applicable, the ARYA Equity Securities on the matters specified in, and in accordance and consistent with Section 1(a) in connection with any meeting of the holders of ARYA Shares or any action by written consent by the holders of ARYA Shares, in each case, in the event that any Shareholder fails to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a). c. The proxy granted by the Shareholder pursuant to Section 1(b) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration for the Company entering into the Business Combination Agreement and agreeing to consummate the transactions contemplated thereby. The proxy granted by the Shareholder pursuant to Section 1(b) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by the Shareholder and shall revoke any and all prior proxies granted by the Shareholder with respect to the Subject ARYA Equity Securities. The vote or consent of the proxyholder in accordance with Section 1(b) and with respect to the matters described in Section 1(a) shall control in the event of any conflict between such Company Shareholder’s vote or consent by the proxyholder of the Subject Shares held at such time in favor thereof; ARYA Equity Securities and a vote or consent by the Shareholder of the Subject ARYA Equity Securities (e) against and withhold or any other Person with the power to vote or provide consent with respect to the Subject ARYA Equity Securities) with respect to the matters described in Section 1(a). The proxyholder may not exercise the proxy granted pursuant to Section 1(b) on any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and the Transactionsmatter except for those matters described in Section 1(a); and (f) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreement or (C) result in any of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote. Hereafter until the Expiration Date, each Company Shareholder Each Stockholder hereby irrevocably and unconditionally and irrevocably agrees that, subject to the terms of this Agreement, until the Termination Date, at any annual or special meeting of the Shareholders stockholders of the Company (or Company, however called, including any adjournment or postponement thereof), and in connection with any action proposed to be taken by written consent of the Shareholders stockholders of the Company requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptlyCompany, and such Stockholder shall, in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available each case to the shareholders of Parent and the Company), fullest extent that such Company Shareholder shall, if a meeting is held, Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at the meeting, in person or by proxy, each such meeting or otherwise cause its all such Subject Shares to be counted as present thereat for purposes of establishing determining a quorum, ; and such Company Shareholder shall vote or provide consent (or cause to b) be voted or consented), present (in person or by proxy, all of its Subject Shares: (a) to approve and adopt the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve vote (or cause to be voted), consented or approveddeliver (or cause to be delivered) a written consent with respect to, all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (ei) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than unless the Merger Agreement and the Transactions); and (f) has been validly terminated in accordance with its terms, against any proposal, action or agreement that is intended or would reasonably be expected to (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement or of any Stockholder contained in this Agreement or (CB) result in any of the conditions set forth in Article VIII 7 or Annex I of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit satisfied in a timely manner; (ii) against any Acquisition Proposal or agree to take any action inconsistent 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, agreement or transaction involving the foregoing.Company or any Company Subsidiary that is intended or would reasonably be expected to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the Merger or the other transactions contemplated by the Merger Agreement, including

Agreement to Vote. Hereafter until the Expiration Date, each Company Shareholder Each Class B Holder hereby irrevocably and unconditionally and irrevocably agrees that, (a) to vote at any meeting of the Shareholders shareholders of the Company (or any adjournment or postponement thereof)10X, and in any action by written consent resolution of the Shareholders of the Company requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent 10X, all of such Class B Holder’s 10X Class B Shares (together with any other equity securities of 10X that such Class B Holder holds of record or beneficially, as of the date of this Agreement, or acquires record or beneficial ownership after the date hereof, collectively, the “Subject 10X Equity Securities”) (i) in favor of the Proposals and (ii) against, and withhold consent with respect to, any other matter, action or proposal that would reasonably be expected to result in (x) a breach of any of the Company)10X’s or any Merger Sub’s covenants, such Company Shareholder shallagreements or obligations under the Merger Agreement or (y) any of the conditions to the Closing set forth in Sections 9.01, 9.02 or 9.03 of the Merger Agreement not being satisfied, (b) if a meeting is heldheld in respect of the matters set forth in clause (a), to appear at the meeting, in person or by proxy, or otherwise cause its all of such Class B Holder’s Subject Shares 10X Equity Securities to be counted as present thereat for purposes of establishing a quorumquorum and (c) not to redeem, and elect to redeem or tender or submit any of its Subject 10X Equity Securities for redemption in connection with such Company Shareholder shareholder approval, the Merger or any other transactions contemplated by the Merger Agreement. Prior to any valid termination of the Merger Agreement, each Class B Holder shall vote or provide consent (take, or cause to be voted or consented), in person or by proxytaken, all of its Subject Shares: (a) actions and to approve do, or cause to be done, all things reasonably necessary under applicable Laws to consummate the Merger and adopt the other transactions contemplated by the Merger Agreement and on the Transactions; (b) terms and subject to authorize and approve the Merger to the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and the Transactions); and (f) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreement or (C) result in any of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit or agree to take any action inconsistent with the foregoingtherein.

Agreement to Vote. Hereafter (a) Subject to the terms and conditions hereof, the Stockholder hereby irrevocably and unconditionally agrees that from and after the date hereof and until the Expiration Termination Date, at each Company Shareholder hereby unconditionally of the Holdings Special Meeting and irrevocably agrees thatANR Special Meeting, as applicable, and at any other meeting of the Shareholders stockholders of the Company (Holdings or ANR, however called, in each case including any adjournment or postponement thereof), and the Stockholder shall, in any action by written consent each case to the fullest extent that the Covered Shares of the Shareholders of the Company requested by the Board of Directors of the Company Stockholder are entitled to vote thereon or otherwise undertaken as contemplated by the Transactions consent thereto: (which written consent shall be delivered promptly, and in any event within five (5i) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Company), such Company Shareholder shall, if a meeting is held, appear at the meeting, in person or by proxy, each such meeting or otherwise cause its Subject such Covered Shares to be counted as present thereat for purposes of establishing calculating a quorum, and such Company Shareholder shall ; and (ii) vote or provide consent (or cause to be voted or consentedvoted), in person or by proxy, all of its Subject Shares: such Covered Shares (aA) to approve in favor of (1) the adoption and adopt approval of the Merger Agreement and approval of each of the Transactions; (b) to authorize Holdings Merger and approve the ANR Merger, as applicable, and, if a stockholder approval is requested or required with respect thereto, any other transactions contemplated by the Merger Agreement and (2) any proposal to adjourn or postpone any meeting of the extent the approval stockholders of any Alpha Party at which any of the Company’s shareholders foregoing matters are submitted for consideration and vote of the stockholders of any Alpha Party to a later date if there are not a quorum or sufficient votes for approval of such matters on the date on which the meeting is held to vote upon any of the foregoing matters; (B) if a stockholder approval is requested or required with respect thereto, against any action or applicable pursuant to agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of any Alpha Party contained in the Company’s Organizational Documents; Merger Agreement (cprovided that the Stockholder had been informed that such action or agreement would result in such a breach), or of the Stockholder contained in this Agreement; and (C) to authorize if a stockholder approval is requested or required with respect thereto, against any Alpha Acquisition Proposal or Alpha Superior Proposal and approve against any amendment to the Company’s Organizational Documents other action, agreement or transaction involving any Alpha Party or any of their Subsidiaries that is deemed necessary intended, or advisable would reasonably be expected to, materially impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Mergers or the other transactions contemplated by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all performance by any Alpha Party of such Company Shareholder’s Subject Shares held at such time in favor thereof;its obligations under the Merger Agreement. (eb) against The Stockholder hereby (i) waives, and withhold consent agrees not to exercise or assert, any appraisal or similar rights (including under Section 262 of the DGCL) in connection with the Mergers and (ii) agrees, except in the case of actual and intentional fraud, (A) not to commence or participate in and (B) to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Holdings, ANR, MergerSub 1, MergerSub 2, Contura or any of their respective Affiliates relating to any mergerthe negotiation, purchase execution or delivery of all this Agreement or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and or the Transactions); and consummation of the transactions contemplated hereby or thereby, including any claim (f1) against any proposalchallenging the validity of, action or agreement that would (A) impedeseeking to enjoin the operation of, frustrate, prevent or nullify any provision of this Agreement or (2) alleging a breach of any fiduciary duty of the Board of Directors of Holdings or the Board of Directors of ANR in connection with this Agreement, the Merger Agreement or the Mergertransactions contemplated hereby or thereby. (c) The obligations of the Stockholder specified in this Section 2.01 shall apply whether or not the Mergers or any action described above is recommended by the Board of Directors of Holdings or the Board of Directors of ANR (or in each case any committee thereof); provided that (i) in the event of a Change of Alpha Board Recommendation by the Board of Directors of Holdings, the number of shares of Holdings Common Stock which constitute Covered Shares under this Agreement for purposes of ‎Section 2.01(a)(ii) shall be reduced on a pro rata basis (determined based on the number of Covered Shares held by the Stockholder relative to the total number of Covered Shares under all Voting and Support Agreements at such time) such that the total number of shares of Holdings Common Stock that are Covered Shares under all Voting and Support Agreements equal, in the aggregate, 30% of the total number of issued and outstanding shares of Holding Common Stock and the Stockholder shall vote (or cause to be voted), in person or by proxy, such shares that are no longer Covered Shares for purposes of ‎Section 2.01(a)(ii) due to this clause (i) either, at the Stockholder’s election, (A) in accordance with Section 2.01(a)(ii) or (B) result pro rata in accordance with how the other holders of Holdings Common Stock, who have not entered into a breach Voting and Support Agreement with Contura, vote their shares of Holdings Common Stock at the Holdings Special Meeting and (ii) in any respect the event of any covenanta Change of Alpha Board Recommendation by the Board of Directors of ANR, representationthe number of shares of Class C-1 Common Stock which constitute Covered Shares under this Agreement for purposes of Section 2.01(a)(ii) shall be reduced on a pro rata basis (determined based on the number of Covered Shares held by the Stockholder relative to the total number of Covered Shares under all Voting and Support Agreements at such time) such that the total number of shares of Class C-1 Common Stock that are Covered Shares under all Voting and Support Agreements equal, warranty or any other obligation or agreement in the aggregate, 30% of the Company under total number of issued and outstanding shares of Class C-1 Common Stock and the Merger Agreement Stockholder shall vote (or cause to be voted), in person or by proxy, such shares that are no longer Covered Shares for purposes of ‎Section 2.01(a)(ii) due to this clause (ii) either, at the Stockholder’s election, (A) in accordance with Section 2.01(a)(ii) or (CB) result pro rata in any accordance with how the other holders of Class C-1 Common Stock, who have not entered into a Voting and Support Agreement with Contura, vote their shares of Class C-1 Common Stock at the conditions set forth in Article VIII of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit or agree to take any action inconsistent with the foregoingANR Special Meeting.

Agreement to Vote. Hereafter until Subject to the Expiration Dateterms of this Agreement, each Company Shareholder the Stockholder hereby unconditionally and irrevocably agrees with the Company, and only with the Company, that, during the time this Agreement is in effect, at any annual or special meeting of the Shareholders stockholders of the Company (or Company, however called, including any adjournment or postponement thereof), and in connection with any action proposed to be taken by written consent of the Shareholders stockholders of the Company requested by Company, the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptlyStockholder shall, and in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available each case to the shareholders of Parent and fullest extent that the Company), such Company Shareholder shall, if a meeting is held, Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at the meeting, in person or by proxy, each such meeting or otherwise cause its all such Subject Shares to be counted as present thereat for purposes of establishing determining a quorum, ; and such Company Shareholder shall vote or provide consent (or cause to b) be voted or consented), present (in person or by proxy, all of its Subject Shares: (a) to approve and adopt the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve vote (or cause to be voted), consented or approveddeliver (or cause to be delivered) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold a written consent with respect to any merger, purchase of all or substantially all of its Subject Shares (i) in favor of any matters reasonably necessary or presented or proposed for the Company’s assets or other business combination transaction Transactions to be timely consummated, (other than the Merger Agreement and the Transactions); and (fii) against any proposalaction, action agreement or agreement transaction that would reasonably be expected to (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement, or of the Stockholder contained in this Agreement or (CB) result in any of the conditions set forth in Article VIII 7 or Annex I of the Merger Agreement not being fulfilledtimely satisfied; (iii) against any change in the Company Board (unless such proposed change in the Company Board was proposed by the Company Board and is not in connection with or in support of any actual or potential Acquisition Proposal); and (iv) against any Acquisition Proposal or any other action, agreement or transaction involving the Company that is intended, or would reasonably be expected, to materially impede, materially interfere with, materially delay, materially postpone, materially and adversely affect or prevent the consummation of the Offer or the Merger or the other Transactions. Each Company Shareholder hxxxxx agrees that it Except as expressly set forth in this Section 1.2, nothing in this Agreement shall not commit limit the right of the Stockholder to vote in favor of, against or agree abstain with respect to take any action inconsistent with matter presented from time to time to the foregoingstockholders of the Company.

Agreement to Vote. Hereafter until the Expiration Date, each Company Shareholder hereby (a) Each Supporting Holder which holds Covalto Preference Shares unconditionally and irrevocably covenants and agrees thatthat such Supporting Holder shall execute the Conversion Direction with respect to all of such Supporting Holder’s Supporting Holder Equity Securities that are Covalto Preferred Shares when the same is circulated for execution by Covalto (with such Conversion Direction to be effective immediately prior to the effectiveness of the resolutions passed at the Extraordinary General Meeting). (b) Each Supporting Holder covenants and agrees that such Supporting Holder shall, at the Extraordinary General Meeting, and any other general meeting of the Shareholders equityholders of the Company Covalto (or and at any adjournment or postponement thereof), ) (and in any action by written consent of the Shareholders of the Company requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Company), such Company Shareholder shall, if a meeting is held, appear at the each such meeting, in person or by proxy, or otherwise cause its Subject Shares all of such Supporting Holders’ Supporting Holder Equity Securities to be counted as present thereat for purposes of establishing a quorum), however called, and in any written resolutions or written consents or directions of the equityholders of Covalto or in any other circumstance in which the vote, consent, direction or other approval of the equityholders of Covalto is sought, cause such Company Shareholder shall vote or provide consent (or cause Supporting Holder’s Supporting Holder Equity Securities to be voted or consented), (including via proxy): i. in person or by proxy, all favor of its Subject Shares:the adoption of the Business Combination Agreement; (a) to approve and adopt ii. in favor of the Merger Agreement and approval of the Transactions; (b) iii. in favor of all actions and matters that are required to authorize and approve effect the Merger Transactions, including without limitation the adoption of the Approval Matters, as the same may be amended by the board of directors of Covalto prior to the extent the approval Closing in furtherance of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) iv. against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and the Transactions); andAcquisition Transaction; (f) v. against any proposal, action or agreement that would reasonably be expected to result in any of the conditions set forth in Article 9 (AConditions to Obligations) of the Business Combination Agreement not being fulfilled prior to the termination date; and vi. against any change in any manner of the distribution of proceeds or capitalization of, including the voting rights of any class of Equity Security of Covalto, other than pursuant to the Approval Matters; provided, that the obligations set forth in this clause (vi) shall apply solely to the extent that such change would impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Business Combination Agreement or the MergerTransactions or in any manner that would reasonably be expected to adversely impact LIVB or Sponsor. (c) The obligations of each Supporting Holder specified in this Section ‎1 shall apply whether or not the Transactions or any action described above is recommended by Covalto’s board of directors (or similar governing body). (d) Each 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 with respect to, any claim, derivative or otherwise, against LIVB, Covalto, Merger Sub or any of their respective successors, directors, managers, Affiliates or Representatives (Bi) result in challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (ii) alleging a breach in any respect of any covenantfiduciary duty of any Person in connection with the evaluation, representation, warranty negotiation or entry into the Business Combination Agreement or any other obligation or agreement Transaction Agreement. (e) Each of Covalto and the Supporting Holders, by execution of this Agreement, hereby agrees and consents to the termination of the Company Shareholders’ Agreements, effective as of the Effective Time, without any further liability or obligations to Covalto, New Covalto or LIVB. The termination of such Shareholders’ Agreements shall terminate the rights of the parties thereto to enforce any provisions of such agreements that expressly survive the termination of such Shareholders’ Agreements. (f) Each Supporting Holder hereby waives any right to notice, right of first offer, right of first refusal or similar rights with respect to the Transaction, in each case that such Supporting Holder may have under the Merger Agreement or (C) result in any of the conditions set forth in Article VIII Existing Covalto Shareholders’ Agreements and Covalto’s existing memorandum and articles of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit or agree to take any action inconsistent with the foregoingassociation.

Agreement to Vote. Hereafter (a) From and after the date hereof until the Expiration Dateearlier of (i) the Closing Date and (ii) the termination of this Agreement in accordance with Section 8.1, each Company Shareholder hereby Kimmeridge irrevocably and unconditionally and irrevocably agrees thatthat it shall, at any meeting of the Shareholders stockholders of the Company (whether or any adjournment not an adjourned or postponement thereofpostponed meeting), and in any action by written consent of the Shareholders of the Company requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions however called, (which written consent shall be delivered promptly, and in any event within five (5x) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Company), such Company Shareholder shall, if a meeting is held, appear at the meeting, in person or by proxy, such meeting or otherwise cause its Subject Shares the shares of Common Stock to be counted as present thereat for purposes purpose of establishing a quorumquorum and (y) with respect to any meeting at which a vote of the Company’s stockholders is requested, and such Company Shareholder shall vote or provide consent (vote, or cause to be voted or consented), in person or by proxyat such meeting, all shares of its Subject SharesCommon Stock then Beneficially Owned by Kimmeridge (including by proxy or written consent, if applicable) as of the record date set therefore: (ai) to approve and adopt in favor of the Merger Agreement and the Transactions;Related Party Issuance Proposal; (b) to authorize and approve the Merger to the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof; (e) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and the Transactions); and (fii) against any other proposal, transaction, agreement or other action inconsistent with or made in opposition to approval of the Related Party Issuance Proposal or matters contemplated by this Agreement. (iii) against any other proposal, transaction, agreement or other action that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B) would reasonably be expected to result in a breach in any respect of any covenant, representation, warranty or other agreement contained in this Agreement; and (iv) in favor of any other obligation proposal to adjourn or agreement postpone such stockholder meeting to a later date if there are not sufficient votes to approve the Related Party Issuance Proposal. (b) From and after the date hereof until the earlier of (i) the Closing Date and (ii) the termination of this Agreement in accordance with Section 8.1, Kimmeridge hereby irrevocably and unconditionally grants to, and appoints, the Company and any designee of the Company under (determined in the Merger Agreement Company’s sole discretion) as its proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Kimmeridge, to vote or cause to be voted (Cincluding by proxy or written consent, if applicable) result in its then owned shares of Common Stock at any such meeting of the conditions Company’s stockholders contemplated by this Agreement in accordance with the Section 6.3(a). Kimmeridge further affirms that the irrevocable proxy set forth in Article VIII this Section 6.3(b) is coupled with an interest and, except upon the occurrence of the Merger Closing or termination in accordance with Section 8.1, is intended to be irrevocable. (c) From and after the date hereof until the earlier of (i) the Closing Date and (ii) the termination of this Agreement in accordance with Section 8.1, Kimmeridge agrees not being fulfilledto take, and shall cause its controlled Affiliates and representatives not to take, any other action that could reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect the transactions contemplated by this Agreement. Each Company Shareholder hxxxxx agrees that it Any attempt to vote, consent or dissent with respect to (or otherwise to utilize the voting power of), the shares of Common Stock Beneficially Owned by Kimmeridge in contravention of Section 6.2 and this Section 6.3 shall not commit or agree to take any action inconsistent with the foregoingbe null and void ab initio.

Agreement to Vote. Hereafter until Prior to the Expiration DateTermination Date (as defined herein), each Company Shareholder hereby Sponsor, in its capacity as a shareholder of FRLA, irrevocably and unconditionally and irrevocably agrees that, that at any the meeting of FRLA’s shareholders to be convened for the Shareholders purpose of obtaining the requisite shareholder approval of the Company proposals in connection with the Transactions or any other meeting of FRLA’s shareholders (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), Sponsor shall: (a) if and in any action by written consent of the Shareholders of the Company requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event within five (5) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise made available to the shareholders of Parent and the Company), when such Company Shareholder shall, if a meeting is held, appear at the meeting, in person or by proxy, such meeting or otherwise cause its Subject all Covered Shares (as defined below) owned by Sponsor as of the record date of such meeting to be counted as present thereat for purposes the purpose of establishing a quorum, and such Company Shareholder shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares: (a) to approve and adopt the Merger Agreement and the Transactions; (b) to authorize and approve the Merger to the extent the approval of any of the Company’s shareholders is required or applicable pursuant to the Company’s Organizational Documents; (c) to authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) at such meeting all of such Company Shareholder’s Subject Covered Shares held at (as defined below) owned as of the record date for such time meeting in favor thereofof each of the Transaction Proposals and any other matters necessary or reasonably requested by FRLA for consummation of the Transactions, including any actions necessary to effectuate the matters contemplated by the Transaction Proposals; (ec) against and withhold consent with respect vote or cause to any merger, purchase of all or substantially be voted at such meeting all of the Company’s assets such Covered Shares against any FRLA Acquisition Proposal and any other action that (i) would reasonably be expected to materially impede, interfere with, delay, postpone, nullify or other business combination transaction (other than the Merger Agreement and adversely affect the Transactions); and , or (fii) against would result in the failure of any proposal, action condition set forth in Article X of the Business Combination Agreement to be satisfied or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, representation or warranty or any other obligation or agreement of the Company under Sponsor contained in this Agreement; and (d) the Merger Agreement or (C) result in any obligations of the conditions set forth Sponsor specified in Article VIII this Section 1 shall apply whether or not the Transactions or any action described above are recommended by the board of directors of FRLA (the “FRLA Board”) or the FRLA Board has changed, withdrawn, withheld, qualified or modified, or publicly proposed to change, withdraw, withhold, qualify or modify, its recommendation to adopt and/or approve the Transaction Proposals. For purposes of this Agreement, “Covered Shares” means all FRLA Class A Shares and FRLA Class B Shares held by Sponsor as of the Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit or agree to take date hereof together with any action inconsistent with FRLA Class A Shares and FRLA Class B Shares acquired by Sponsor after the foregoingdate hereof.