Common use of Agreement to Vote Clause in Contracts

Agreement to Vote. (a) The Shareholder hereby irrevocably agrees that, from and after the date hereof and until this Agreement terminates pursuant to the terms hereof, at the Company Meeting or any other meeting of the shareholders of the Company, however called, and at every adjournment or postponement thereof, or in connection with any written consent of the shareholders of the Company, relating to any proposed action by the shareholders of the Company with respect to the matters set forth in Section 1.1(a)(ii) below, the Shareholder shall: (i) appear at each such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorum; and (ii) vote or consent (or cause to be voted or consented), in person or by proxy, all Subject Shares owned by the Shareholder (i) in favor of approval of the Merger Agreement and any other action of the Company’s shareholders requested in furtherance thereof, (ii) against any action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Shareholder contained in this Agreement; (iii) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullify, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; and (iv) against any other action, agreement or transaction submitted for approval to the shareholders of the Company that would constitute an Alternative Proposal. (b) Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consent. The obligations of the Shareholder set forth in this Section 1.1 shall apply whether or not the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its terms.

Agreement to Vote. (a) The Shareholder Stockholder hereby irrevocably and unconditionally agrees that, from and after that during the date hereof and until term of this Agreement terminates pursuant to the terms hereofAgreement, at the Company Stockholder Meeting or and at any other meeting of the shareholders stockholders of the Company, however called, and at every including any adjournment or postponement thereof, or such Stockholder shall, in connection with any written consent of the shareholders of the Company, relating to any proposed action by the shareholders of the Company with respect each case to the matters set forth in Section 1.1(a)(ii) below, fullest extent that the Shareholder shallCovered Shares of such Stockholder are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause the Subject Covered Shares to be counted as present thereat for purposes of establishing calculating a quorum; and (ii) vote or consent (or cause to be voted or consentedvoted), in person or by proxy, all Subject of such Covered Shares owned by the Shareholder (iA) in favor of (1) the adoption and approval of the Merger Agreement and any other action approval of the Company’s shareholders requested in furtherance thereof, Merger and other transactions contemplated by the Merger Agreement and (ii2) 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 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) against any action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of such Stockholder contained in this Agreement or, to the knowledge of such Stockholder, of the Company contained in the Merger Agreement or of Agreement, if requested by Parent in writing at least two (2) business days prior to the Shareholder contained in this Agreementapplicable vote; and (iiiC) against any amendment of the Company’s articles of incorporation or bylawsAcquisition Proposal and against any other action, or other proposal, action agreement or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction Subsidiaries that would reasonably be expected (A) to nullifymaterially impede, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impedewith, delay, postpone, prevent, discourage or materially and adversely affect or prevent (1) to the timely knowledge of such Stockholder, 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 (2) the performance by such Stockholder of its obligations under this Agreement; and , in each case if requested by Parent in writing at least two (iv2) against any other action, agreement or transaction submitted for approval business days prior to the shareholders applicable vote, including (I) any extraordinary corporate transaction, such as a merger, consolidation, share exchange or other business combination involving the Company or a Subsidiary of the Company; (II) a sale, lease or transfer of a material amount of assets of the Company that would constitute an Alternative Proposalor 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 (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) Any such vote will be cast The Stockholder hereby (i) waives, and agrees not to exercise or consent will be given assert, any appraisal rights, including pursuant to Section 262 of Delaware Law, in accordance connection with the procedures applicable thereto so as Merger and (ii) agrees not to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote commence or consent. The obligations of the Shareholder set forth participate in this Section 1.1 shall apply whether any claim, derivative or not otherwise, against Parent, Merger Sub, the Company breaches or threatens to breach any of its representationstheir respective Affiliates relating to the negotiation, warranties, covenants execution or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations of the Shareholder set forth in this Section 1.1 shall terminate upon termination delivery of this Agreement or the Merger Agreement 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 Board of Directors of the Company in accordance connection with its termsthis Agreement, the Merger Agreement or the transactions contemplated hereby or thereby.

Agreement to Vote. (a) The Shareholder hereby irrevocably Each Holder agrees that, from and after the date hereof and until this Agreement terminates pursuant to the terms hereof, that at the Company Stockholders’ Meeting or at any other meeting of the shareholders holders of the Company, however called, Shares at which a vote of such Holders contemplated below is taken (and at every adjournment postponement or postponement adjournment, as applicable, thereof) and, or in connection with any written consent of the shareholders of the Company, relating to any proposed action by the shareholders of the Company with respect to the matters set forth described below in Section 1.1(a)(iiclauses (ii)(A), (ii)(B) belowand (ii)(C), in connection with any action proposed to be taken by written consent of the Shareholder shall: holders of Shares: (i) when such a meeting of the holders of Shares is held, such Holder shall appear at each such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes the purpose of establishing a quorum; quorum and , if applicable, vote in favor of any proposal to adjourn or postpone any meeting of the stockholders of the Company at which the Merger Agreement or any other actions contemplated by the Merger Agreement is submitted for the consideration and vote of the stockholders of the Company to a later date if there are not proxies representing a sufficient number of shares of Common Stock to approve such matters on the date on which the meeting is held, and (ii) such Holder shall vote or 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 such Holder’s Subject Shares owned by the Shareholder (iA) in favor of approval of adopting the Merger Agreement and any other action actions contemplated by the Merger Agreement in respect of which the Company’s shareholders requested in furtherance thereof, (ii) against any action or agreement submitted for approval of the shareholders holders of the Company that would reasonably be expected to result in Shares is requested; and (B) against (1) any Acquisition Proposal, whether or not constituting a breach of Superior Proposal and (2) any covenantaction, representation or warranty or any other obligation proposal, transaction or agreement of the Company contained in the Merger Agreement or of the Shareholder contained in this Agreement; (iii) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiariesSubsidiaries that is intended, which amendment, proposal, action or transaction would reasonably be expected (A) expected, to nullifyimpede, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impedewith, delay, postpone, prevent, discourage or materially and adversely affect or prevent the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; and . Except as explicitly set forth in this Section 4.01, nothing in this Agreement shall limit the right of a Holder to vote (iv) or cause to be voted), including by proxy or written consent, if applicable, in favor of, or against or to abstain with respect to, any other action, agreement or transaction submitted for approval matters presented to the shareholders stockholders of the Company that would constitute an Alternative ProposalCompany. (b) Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure Each Holder hereby covenants and agrees that it is duly counted for purposes of determining 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, that a quorum is present and for purposes of effectuating and recording the results 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 Subject 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. The obligations of the Shareholder set forth in this Section 1.1 shall apply whether or not the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its terms.

Agreement to Vote. (a) The Hereafter until the Expiration Date, each Company Shareholder hereby unconditionally and irrevocably agrees that, from and after the date hereof and until this Agreement terminates pursuant to the terms hereof, at the Company Meeting or any other meeting of the shareholders Shareholders of the Company, however called, and at every Company (or any adjournment or postponement thereof), or and in connection with any action by written consent of the shareholders Shareholders of the CompanyCompany requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, relating 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 any proposed action by the shareholders of Parent and the Company), such Company with respect to the matters set forth in Section 1.1(a)(ii) below, the Shareholder shall: (i) , if a meeting is held, appear at each such meeting the meeting, in person or by proxy, or otherwise cause the its Subject Shares to be counted as present thereat for purposes of establishing a quorum; and (ii) , 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 owned by the Shareholder Shares: (ia) in favor of approval of to approve and adopt 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 requested 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 furtherance 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 (iiother than the Merger Agreement and the Transactions); and (f) against any proposal, action or agreement submitted for approval of the shareholders of the Company 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 or representation, warranty or any other obligation or agreement of the Company contained in under the Merger Agreement or (C) result in any of the Shareholder contained conditions set forth in this Agreement; (iii) against any amendment Article VIII of the Company’s articles of incorporation Merger Agreement not being fulfilled. Each Company Shareholder hxxxxx agrees that it shall not commit or bylaws, or other proposal, agree to take any action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullify, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; and (iv) against any other action, agreement or transaction submitted for approval to the shareholders of the Company that would constitute an Alternative Proposalforegoing. (b) Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consent. The obligations of the Shareholder set forth in this Section 1.1 shall apply whether or not the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its terms.

Agreement to Vote. (a) The Shareholder Subject to the terms of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that, from and after during the date hereof and until time this Agreement terminates pursuant to the terms hereofis in effect, at the Company Meeting any annual or any other special meeting of the shareholders stockholders of the Company, however called, and at every including any adjournment or postponement thereof, or and in connection with any action proposed to be taken by written consent of the shareholders stockholders of the Company, relating to any proposed action by the shareholders of the Company with respect such Stockholder shall, in each case to the matters set forth in Section 1.1(a)(ii) below, the Shareholder shall: fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (ia) appear (in person or by proxy) at each such meeting or otherwise cause the all such Subject Shares to be counted as present thereat for purposes of establishing determining a quorum; and and (iib) be present (in person or by proxy) and vote or consent (or cause to be voted or consentedvoted), in person or by proxydeliver (or cause to be delivered) a written consent with respect to, all of its Subject Shares owned by the Shareholder (i) in favor of approval of the Merger Agreement and any other action of the Company’s shareholders requested in furtherance thereof, (ii) against any action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement Agreement, or of the Shareholder any Stockholder contained in this Agreement, or (B) result in any of the conditions set forth in Article 8 or Annex A of the Merger Agreement not being satisfied in a timely manner; (ii) against any change in the Company Board; (iii) against any amendment of the Company’s articles of incorporation or bylawsAcquisition Proposal and against any other action, or other proposal, action agreement or transaction involving the Company that is intended, or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) expected, to nullifyimpede, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impedewith, delay, postpone, prevent, discourage or materially and adversely affect or prevent the timely 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 expressly permitted by the Merger Agreement; and (iv) against in favor of any other actionmatter necessary for consummation of the transactions contemplated by the Merger Agreement, 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 transaction submitted for approval appropriate in order to effectuate the foregoing. Subject to the shareholders of proxy granted under Section 1.3 below, each Stockholder shall retain at all times the Company that would constitute an Alternative Proposal. (b) Any right to vote the Subject Shares in such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present Stockholder’s sole discretion, and for purposes of effectuating and recording the results of such vote or consent. The obligations of the Shareholder without any other limitation, on any matters other than those set forth in this Section 1.1 shall apply whether 1.2 that are at any time or not from time to time presented for consideration to the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its termsCompany’s stockholders generally.

Agreement to Vote. (a) The Shareholder hereby irrevocably agrees that, from and after From the date hereof and until the termination of this Agreement terminates pursuant in accordance with Section 5.1, except to the terms hereofextent waived in writing by Parent in its sole and absolute discretion, at the Company Meeting or any other meeting of the shareholders stockholders of the Company, however called, and or at every any adjournment or postponement thereof, or in connection with any written consent of the shareholders stockholders of the Company or in any other circumstances upon which a vote, consent or other approval of all or some of the stockholders of the Company is sought, each Company 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 term of this Agreement that are entitled to vote at such meeting or in such written consent (collectively, the “Voting Shares”): (a) in favor of adoption of the Merger Agreement; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) 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 (iii) any other action, relating 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 materially adversely affect the Offer, the Merger, the Merger Agreement, any proposed action of the transactions contemplated by the shareholders 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 with respect to is held, each Company Stockholder shall, or shall cause the matters set forth in Section 1.1(a)(ii) belowholder of record of its Voting Shares on any applicable record date to, the Shareholder shall: (i) appear at each such meeting or otherwise cause the Subject its Voting Shares to be counted as present thereat for purposes of establishing a quorum; and. (iic) Each Company Stockholder shall not enter into any agreement or understanding with any Person to vote or consent (or cause to be voted or consented), give instructions in person or by proxy, all Subject Shares owned by the Shareholder (i) in favor of approval of the Merger Agreement and any other action of the Company’s shareholders requested in furtherance thereof, (ii) against any action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Shareholder contained in this Agreement; (iii) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullify, interfere with or be manner inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation terms of the Merger or the other transactions contemplated by the Merger Agreement; and (iv) against any other action, agreement or transaction submitted for approval to the shareholders of the Company that would constitute an Alternative Proposalthis Section 1.2. (bd) Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consentEACH COMPANY STOCKHOLDER HEREBY IRREVOCABLY GRANTS TO AND APPOINTS XXXXX X. XXXXXX AND XXXXXXXX X. TU, 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 (WITH 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) WITH 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 THE SAME EXTENT AND WITH THE SAME EFFECT AS SUCH COMPANY STOCKHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, RULES AND REGULATIONS. The obligations of the Shareholder set forth in this Section 1.1 shall apply whether or not the Company breaches or threatens to breach any of its representationsTHE 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, warrantiesAND NO SUBSEQUENT PROXY (WHETHER REVOCABLE OR IRREVOCABLE) OR POWER OF ATTORNEY SHALL BE GIVEN BY SUCH COMPANY STOCKHOLDER, covenants or agreements set forth in the Merger AgreementEXCEPT AS REQUIRED BY ANY LETTER OF TRANSMITTAL IN CONNECTION WITH THE OFFER. Notwithstanding the foregoingTHE PARTIES ACKNOWLEDGE AND AGREE THAT NEITHER PARENT, the obligations of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its termsNOR 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), OTHER THAN FOR A BREACH OF THIS SECTION 1.2(d). NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL TERMINATE UPON TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS.

Agreement to Vote. (a) The Shareholder hereby irrevocably Except as otherwise provided in this Agreement and except as prohibited by applicable law, the Member agrees that, from and after the date hereof and until the date on which this Agreement terminates is terminated pursuant to the terms hereofSection 4.1, at the Company Meeting meeting of the members of Xxxxx called to consider and act upon the approval of the Merger Agreement (the “Xxxxx Members’ Meeting”) or any other meeting of the shareholders members of Xxxxx at which any of the Companymatters described below in Section 1.1(b) are to be voted upon, however called, called (and at every including any postponement or adjournment or postponement thereofof any such meeting), or in connection with any written consent of the shareholders members of the Company, relating to any proposed action by the shareholders of the Company Xxxxx with respect to any of the matters set forth described in Section 1.1(a)(ii) below1.1(b), the Shareholder Member shall: (ia) appear at each such meeting (in person or by proxy) or otherwise cause all Total Voting Securities owned of record by the Subject Shares 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 (iib) vote or 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 Subject Shares Total Voting Securities owned of record by the Shareholder Member or as to which the Member has the power to vote, in each case as of the Record Date, (i) in favor of approval adoption of the Merger Agreement and any other action of the Company’s shareholders Xxxxx members requested by Xxxxx in furtherance thereof, and (ii) against (A) any action action, agreement or agreement transaction submitted for approval of the shareholders of the Company Xxxxx members that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Member contained in this Agreement or of Xxxxx contained in the Merger Agreement or of the Shareholder contained in this Agreement; , (iiiB) against any amendment of the Company’s articles of incorporation Takeover Proposal or bylaws, or any other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullify, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; and (iv) against any other action, agreement or transaction submitted for approval to the shareholders of Xxxxx members that could reasonably be expected to materially impede or interfere with, delay, postpone or materially and adversely affect the Company that would constitute an Alternative Proposal. Merger, the Merger Agreement or this Agreement, and (bC) Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consent. The obligations of the Shareholder set forth in this Section 1.1 shall apply whether or not the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth changes in the Merger Agreement. Notwithstanding the foregoing, the obligations management or board of the Shareholder set forth in this Section 1.1 shall terminate upon termination managers of this Agreement in accordance with its termsXxxxx.

Agreement to Vote. (a) The At each and every Shareholders Meeting held after the Effective Time and prior to the Voting Termination Date, each Specified Shareholder hereby irrevocably agrees that, from and after the date hereof and until this Agreement terminates pursuant to the terms hereof, at the Company Meeting (x) if any annual or any other special meeting of the shareholders of the Company, however called, and at every adjournment or postponement thereof, or in connection with any written consent of the shareholders of the Company, relating to any proposed action by the shareholders stockholders of the Company with respect is held, to the matters set forth in Section 1.1(a)(ii) below, the Shareholder shall: (i) appear at each such meeting or otherwise cause the Subject its Shares to be counted as present thereat for purposes of establishing a quorum; and (ii) , and to vote or (y) to act by written consent with respect to (or cause to be voted or consentedacted upon by written consent), in person or by proxy, all Subject Shares owned by the Shareholder (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 each case: (A) 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 vote in favor of approval such Other Matter; and (B) Against: (i) The election of any person or persons nominated in opposition to the Merger Agreement and any other action of the Company’s shareholders requested in furtherance thereof, AAH Nominees; (ii) against any action or agreement submitted for approval of Any matter brought before such Shareholders Meeting to be acted upon by the shareholders of the Company that would reasonably be expected is in opposition to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Shareholder contained in this Agreementan 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 any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullify, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; and (iv) against any other action, agreement or transaction submitted for approval to the shareholders of the Company that would constitute an Alternative Proposalsuch Other Matter. (b) Any At each and every Shareholders Meeting held after the Effective Time and prior to the Voting Termination Date, each Shareholder hereby agrees (x) if any annual or special meeting of the stockholders of the Company is held, to appear at such vote will meeting or otherwise cause its Shares to be cast or consent will be given in accordance with the procedures applicable thereto so counted as to ensure that it is duly counted present thereat for purposes of determining that establishing a quorum quorum, and to vote or (y) act by written consent with respect to (or cause to be voted or acted upon by written consent), (i) all Shares for which such Shareholder or any Subsidiary Holder thereof is present and for purposes of effectuating and recording the results record holder or beneficial owner at the time of such vote or consent. The obligations action by written consent and (ii) all shares as to which such Shareholder or any Subsidiary Holder thereof at the time of such vote or action by written consent has voting control, in each case in favor of (A) at least one Dealer Nominee if the total number of Directors (excluding Directors that are employees of the Shareholder set forth Company) on the Board of Directors at the time of such Shareholders Meeting is less than seven and at least two Dealer Nominees if such number of Directors is more than six and (B) against the election of any person or persons nominated in this Section 1.1 shall apply whether or not the Company breaches or threatens opposition to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its termssuch Dealer Nominee(s).

Agreement to Vote. (a) The Shareholder Trust and Xx. Xxxxx hereby irrevocably agrees that, from and after agree that during the date hereof and until term of this Agreement terminates pursuant to the terms hereofAgreement, at the Company Stockholders Meeting or and at any other meeting of the shareholders stockholders of the Company, however called, and at every adjournment including any adjournment, recess or postponement thereof, or the Trust shall, in connection with any written consent of the shareholders of the Company, relating to any proposed action by the shareholders of the Company with respect each case to the matters set forth in Section 1.1(a)(ii) below, fullest extent that the Shareholder shallCovered Shares are entitled to vote thereon or consent thereto: (ia) appear (in person or by proxy) at each such meeting or otherwise cause all of the Subject Covered Shares to be counted as present thereat for purposes of establishing calculating a quorum; and (iib) vote or consent (or cause to be voted or consentedvoted), in person or by proxy, all Subject Shares owned by of the Shareholder Covered Shares: (i) in favor of the Merger and the approval of the Merger Agreement and the transactions contemplated by the Merger Agreement, including any other action amended and restated Merger Agreement or amendment to the Merger Agreement that increases the Per Share Merger Consideration or otherwise is or results in the Merger Agreement being more favorable to the Trust than the Merger Agreement in effect as of the Company’s shareholders requested in furtherance thereof, date of this Agreement; (ii) in favor of the approval of any proposal to adjourn or postpone any meeting of the stockholders of the Company to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which such meeting is held; (iii) against any action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement Agreement, or of the Shareholder Trust contained in this Agreement; (iiiiv) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendmentaction, proposal, action transaction or transaction agreement that would reasonably be expected (A) to nullify, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impede, delay, postpone, prevent, discourage materially delay or materially and adversely affect the timely 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 AgreementAgreement or change in any manner the voting rights of any class of shares of the Company (including any amendments to the Company’s certificate of incorporation or bylaws); and (ivv) against any other actionAcquisition Proposal; provided, agreement or transaction submitted for approval however, that, notwithstanding the foregoing, in the event that there is any amendment to the shareholders 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 Section 6.3(c) (Tax Opinion) of the Merger Agreement or amends that would constitute an Alternative Proposal. condition in a manner that is adverse to the holders of the Common Stock, or (bz) Any such effects any change that is materially adverse to the holders of the Common Stock, neither the Trust nor Xx. Xxxxx shall have any obligation to vote will be cast or consent will be given any of the Covered Shares in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consent. The obligations this Section 2.1 in favor of the Shareholder set forth in this Section 1.1 shall apply whether Merger or not the Company breaches or threatens with respect to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations of the Shareholder set forth in Agreement as so amended or take any other action under this Section 1.1 shall terminate upon termination of this Agreement in accordance with its termsArticle 2.

Agreement to Vote. (a) The Shareholder Subject to the terms of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that, from and after during the date hereof and until time this Agreement terminates pursuant to the terms hereofis in effect, at the Company Meeting any annual or any other special meeting of the shareholders stockholders of the Company, however called, and at every including any adjournment or postponement thereof, or and in connection with any action proposed to be taken by written consent of the shareholders stockholders of the Company, relating to any proposed action by the shareholders of the Company with respect such Stockholder shall, in each case to the matters set forth in Section 1.1(a)(ii) below, the Shareholder shall: fullest extent that such Stockholder’s Subject Shares are entitled to vote or consent thereon: (ia) appear at each such meeting or otherwise cause the all such Subject Shares to be counted as present thereat for purposes of establishing determining a quorum; and and (iib) be present (in person or by proxy) and vote or consent (or cause to be voted or consentedvoted), in person or by proxydeliver (or cause to be delivered) a written consent with respect to, all of its Subject Shares owned by the Shareholder (i) in favor of approval of the Merger Agreement and against any other action of the Company’s shareholders requested in furtherance thereofCompany Takeover Proposal, (ii) against any action or agreement submitted for approval change in membership of the shareholders of Company Board that is not recommended or approved by the Company Board, and (iii) against any other proposed action, agreement or transaction involving the Company that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Shareholder contained in this Agreement; (iii) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullifyimpede, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impedewith, delay, postpone, prevent, discourage or materially and adversely affect or prevent the timely consummation of the Offer, the Merger or the other transactions contemplated by Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Merger AgreementCompany (other than the Merger); and (ivy) against any other actiona sale, agreement lease, license or transaction submitted transfer of a material amount of assets (including, for approval to the shareholders avoidance of doubt, intellectual property rights) of the Company that would constitute an Alternative Proposal. (b) Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote any reorganization, recapitalization or consent. The obligations liquidation of the Shareholder Company; or (z) any change in the present capitalization of the Company or any amendment or other change in the Company’s organizational documents. Subject to the Conditional Proxy (as defined below) granted under Section 1.3 below, each Stockholder shall retain at all times the right to vote such Stockholder’s Subject Shares in such Stockholder’s sole discretion, and without any other limitation, on any matters other than those set forth in this Section 1.1 shall apply whether 1.2 that are at any time or not from time to time presented for consideration to the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its termsCompany’s stockholders generally.

Agreement to Vote. (a) The Shareholder hereby irrevocably agrees that, from and after the date hereof and until the date on which this Agreement terminates is terminated pursuant to the terms hereofSection 4.1, at the Company Golden West Meeting or any other meeting of the shareholders of the CompanyGolden West, however called, and at every adjournment or postponement thereof, or in connection with any written consent of the shareholders of the CompanyGolden West, relating to any proposed action by the shareholders of the Company Golden West with respect to the matters set forth in Section 1.1(a)(ii1.1(b) below, the Shareholder shall: (ia) appear at each such meeting or otherwise cause the Subject Shares owned beneficially or of record by the Shareholder to be counted as present thereat for purposes of establishing calculating a quorum; and (iib) vote or 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 Subject the Shares owned by the Shareholder, and any other voting securities of Golden West (whenever 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) in favor of approval adoption of the Merger Agreement and any other action of the CompanyGolden West’s shareholders requested in furtherance thereof, thereof and (ii) against any action or agreement submitted for approval of the shareholders of the Company Golden West that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Golden West contained in the Merger Agreement or of the Shareholder contained in this Agreement; and (iii) against any amendment of the Company’s articles of incorporation Acquisition Proposal or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullify, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; and (iv) against any other action, agreement or transaction submitted for approval to the shareholders of Golden West that the Company 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 would constitute an Alternative Proposal. (b) Any such vote will be cast or consent will be given the parties acknowledge that this Agreement is entered into by the Shareholder solely in accordance with the procedures applicable thereto so his capacity as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consent. The obligations beneficial owner of the Shareholder set forth Shares and that nothing in this Agreement, including without limitation Section 1.1 3.1(d), shall apply whether or not prevent the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations Shareholder from discharging his fiduciary duties as a member of the Shareholder set forth in this Section 1.1 shall terminate upon termination board of this Agreement in accordance with its termsdirectors of Golden West.

Agreement to Vote. (a) The Shareholder Subject to the terms of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that, from and after the date hereof and until for so long as this Agreement terminates pursuant to the terms hereofhas not been validly terminated in accordance with its terms, at the Company Meeting any annual or any other special meeting of the shareholders stockholders of the Company, however called, and at every including any adjournment or postponement thereof, or and in connection with any action proposed to be taken by written consent of the shareholders stockholders of the Company, relating to any proposed action by the shareholders of the Company with respect such Stockholder shall, in each case, to the matters set forth in Section 1.1(a)(ii) below, the Shareholder shall: fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (ia) appear at each such meeting or otherwise cause the all such Subject Shares to be counted as present thereat for purposes of establishing determining a quorum; and quorum and (iib) be present (in person or by proxy) and vote or consent (or cause to be voted or consentedvoted), in person or by proxydeliver (or cause to be delivered) a written consent with respect to, all of its Subject Shares owned by the Shareholder (i) in favor of approval of the Merger Agreement and any other action of the Company’s shareholders requested in furtherance thereof, (ii) against any action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement Agreement, or of the Shareholder any Stockholder contained in this Agreement, or (B) result in any of the conditions set forth in Article VIII or Annex C of the Merger Agreement not being satisfied on or before the Outside Date; (ii) against any change in the members of the Company Board of Directors that is not recommended by the Company Board of Directors; and (iii) against any amendment of Acquisition Proposal. Subject to the Companyproxy granted under Section 1.3 below, each Stockholder shall retain at all times the right to vote such Stockholder’s articles of incorporation or bylawsSubject Shares in such Stockholder’s sole discretion, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullify, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; and (iv) against without any other actionlimitation, agreement or transaction submitted for approval to the shareholders of the Company that would constitute an Alternative Proposal. (b) Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consent. The obligations of the Shareholder on any matters other than those expressly set forth in this Section 1.1 shall apply whether 1.2 that are at any time or not from time to time presented for consideration to the Company breaches or threatens to breach any Company’s stockholders generally. For the avoidance of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoingdoubt, the obligations of foregoing commitments in Sections 1.1 and 1.2 apply to any Subject Shares held by any trust, limited partnership or other entity directly or indirectly holding Subject Shares over which the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its termsapplicable Stockholder exercises direct or indirect voting control.

Agreement to Vote. (a) The Shareholder Individual hereby irrevocably and unconditionally agrees that, from and after that during the date hereof and until term of this Agreement terminates pursuant to the terms hereofAgreement, at the Company Seller’s Shareholders’ Meeting or at any other meeting of the shareholders of the CompanySeller, however called, and at every including any adjournment or postponement thereof, or and in connection with any written consent of the shareholders of Seller, the CompanyIndividual shall, relating in each case to any proposed action by the shareholders fullest extent that such matters are submitted for the vote or written consent of the Company with respect Individual and that the Covered Shares are entitled to the matters set forth in Section 1.1(a)(ii) below, the Shareholder shallvote thereon or consent thereto: (ia) appear at each such meeting or otherwise cause the Subject 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 (iib) vote or 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 Subject of the Covered Shares owned by as to which the Shareholder Individual controls the right to vote: (i) in favor of the adoption and approval of the Merger Agreement and any other action the consummation of the Company’s shareholders requested transactions contemplated thereby, including the Merger, and any actions required in furtherance thereof, ; (ii) against any action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to could result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in Seller under the Merger Agreement or of the Shareholder Individual contained in 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 Company’s articles shareholders of incorporation Seller that is intended or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullifyimpede, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger)with, or (B) to otherwise impedeprevent, delay, postpone, preventdiscourage, discourage disable, frustrate the purposes of or materially and adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; and (iv) against any other action, agreement Agreement or transaction submitted for approval to this Agreement or the shareholders of the Company that would constitute an Alternative Proposal. (b) Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consent. The obligations of the Shareholder set forth in this Section 1.1 shall apply whether or not the Company breaches or threatens to breach any performance by Seller of its representations, warranties, covenants or agreements set forth in obligations under the Merger Agreement or by the Individual of his or her obligations under this Agreement. Notwithstanding the foregoing, the obligations of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its terms.

Agreement to Vote. (a) The Shareholder Stockholder hereby irrevocably agrees that, from and after the date hereof and until this Agreement terminates pursuant to the terms hereofTermination Date (as defined in Section 19), at the Company Meeting or any other meeting of the shareholders stockholders of the Company, however called, and at every adjournment or postponement thereof, or in connection with any written consent of the shareholders stockholders of the Company, relating to any proposed action by the shareholders of the Company with respect to the matters set forth in Section 1.1(a)(ii) below, the Shareholder shall: (i) Stockholder shall appear at each such meeting meeting, in person or by proxy, or otherwise cause the Subject Voting Shares to be counted as present thereat for purposes of establishing a quorum; and (ii) , and Stockholder shall vote or consent (or cause to be voted voted) or consented), in person or act by proxy, written consent with respect to all Subject of the Voting Shares that are beneficially owned by him or as to which he has, directly or indirectly, the Shareholder right to vote or direct the voting, (ia) in favor of adoption and approval of the Merger Agreement and the Merger and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement, and any other action of the Company’s shareholders reasonably requested by Parent in furtherance thereof, ; (iib) against any action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Shareholder Stockholder contained in this Agreement; and (iiic) against any amendment of the Company’s articles of incorporation or bylaws, or Acquisition Proposal made by any person other proposal, action or transaction involving the Company than Parent or any of its subsidiaries, which amendment, proposal, action affiliates. Stockholder hereby agrees that he will not enter into any voting or transaction would reasonably be expected (A) to nullify, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; and (iv) against any other action, agreement or transaction submitted for approval understanding with any person or entity or grant a proxy or power of attorney with respect to the shareholders Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that would constitute an Alternative Proposal. may be exercised solely in accordance with this Section 3 and except as provided in Section 4 below) or vote or give instructions in any manner inconsistent with clause (a), (b) Any or (c) of the preceding sentence. Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of his affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote will by the stockholders of the Company would be cast inconsistent with or consent will be given in accordance with frustrate the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present the other covenants of Stockholder pursuant to this paragraph. As used in this Agreement, "person" shall have the meaning specified in Sections 3(a)(9) and for purposes of effectuating and recording the results of such vote or consent. The obligations 13(d)(3) of the Shareholder set forth in this Section 1.1 shall apply whether or not the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its termsExchange Act.

Agreement to Vote. (a) The Shareholder hereby irrevocably agrees that, from and after Between the date hereof and until this Agreement terminates pursuant to the terms hereofExpiration Date, at the Company Meeting or any other every meeting of the shareholders stockholders of the Company, however calledPivotal, and at every adjournment or postponement thereof, and on every action or in connection with any approval by written consent of the shareholders stockholders of Pivotal, Dell and EMC LLC agree to, unconditionally and irrevocably, to the Company, relating to any proposed action extent not voted by the shareholders Person(s) appointed under the Proxy Statement, or to cause the holder of the Company with respect 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 the matters set forth in Section 1.1(a)(ii) below, the Shareholder shallvote or act by written consent: (i) appear at each such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorum; and (ii) vote or consent (or cause to be voted or consented), in person or by proxy, all Subject Shares owned by the Shareholder (i) in favor of the approval of the Merger Agreement, the Merger and each of the actions contemplated by the Merger Agreement in respect of which approval of the Pivotal stockholders is required thereunder; (ii) in favor of the approval of any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the approval of the Merger Agreement and any other action of the Company’s shareholders requested in furtherance thereof, (ii) against any action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of on the Shareholder contained in this Agreementdate on which such meeting is held; and (iii) against approval of any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action transaction, agreement or transaction involving action, without regard to the Company or any terms of its subsidiaries, which amendment, such proposal, action transaction, agreement or transaction would reasonably be expected (A) to nullifyaction, interfere made in opposition to, in competition with or be inconsistent with with, the Merger Agreement or the transactions contemplated thereby (including the Merger)Agreement, or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation of the Merger or the any other transactions contemplated by the Merger Agreement; and (iv) against any thereby, other action, agreement than in connection with a Superior Proposal or transaction submitted for approval to the shareholders of the Company that would constitute upon an Alternative ProposalAdverse Recommendation Change. (b) Any such Dell, or EMC LLC at the direction of Dell, shall cast any vote will required to be cast or consent will be given pursuant to this section 3 in accordance with the such procedures applicable relating thereto so as to ensure that it is duly counted counted, including for purposes of determining that whether a quorum is present present. (c) Each of Dell and for purposes EMC LLC hereby revokes any and all previous proxies granted with respect to Class B Pivotal Shares. (d) Nothing in this Agreement, including this section 3, limits or restrict any affiliate or designee of effectuating and recording the results of such vote Dell or consent. The obligations EMC LLC who serves as a member of the Shareholder set forth 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 Section 1.1 shall apply whether Agreement requires either Dell or EMC LLC to vote in favor of, or against, any action that is not expressly contemplated by the Company breaches or threatens to breach any of its representationsforegoing clauses (a), warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its terms(b) and (c).

Agreement to Vote. (a) The Shareholder hereby irrevocably agrees that, from and after the date hereof and until this Agreement terminates pursuant to the terms hereof, at At any meeting of stockholders of the Company Meeting or any other meeting called for the approval of the shareholders of Merger Agreement or the CompanyTransactions, however called, and or at every any adjournment or postponement thereof, or in connection with any written consent of the shareholders holders of shares of Company Common Stock, or in any other circumstances in which the Stockholder is entitled to vote, consent or give any other approval with respect to the Merger Agreement or the Transactions, the Stockholder shall vote (or cause to be voted) the Subject Shares (not including the Foundation Shares) under his or its control in the manner directed by Merger Sub at its sole discretion with respect to adoption and approval of the Merger Agreement or the Transactions and the approval of the terms thereof and each of the other actions contemplated by this Agreement or the Merger Agreement and any amendments hereto or thereto; and At any meeting of stockholders of the Company, relating to however called, or at any proposed action by the shareholders adjournment thereof, or in connection with any written consent of the holders of shares of Company with respect Common Stock or in any other circumstances in which the Stockholder is entitled to vote, consent or give any other approval in its capacity as stockholder, except as otherwise agreed to in writing in advance by Merger Sub, the Stockholder shall vote (or cause to be voted), to the matters set forth in Section 1.1(a)(ii) belowextent they are voting shares, the Shareholder shallSubject Shares against the following actions: (i) appear at each such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorum; and (ii) vote or consent (or cause to be voted or consented), in person or by proxy, all Subject Shares owned by the Shareholder (i) in favor of approval of the Merger Agreement and any other action of the Company’s shareholders requested in furtherance thereof, (ii) against any action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in under the Merger Agreement or of the Shareholder contained Stockholder hereunder; or (ii) any action or agreement that could reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the Merger and/or the other Transactions, including, but not limited to (and whether in this Agreementone transaction or series of transactions): (A) the adoption by the Company of a proposal regarding (1) any Acquisition Proposal, (2) any other acquisition of the Company by merger, tender offer, recapitalization or otherwise by any person other than Merger Sub or any designee thereof (a "Third Party"), or any other merger, combination or similar transaction with any Third Party; (iii3) against any other acquisition by a Third Party of 1% or more of the assets of the Company and its subsidiaries, taken as a whole (whether by the acquisition of assets or securities of, or any merger, consolidation or other business combination involving, the Company or any of its subsidiaries); (4) any other acquisition by a Third Party of 1% or more of the outstanding shares of Company Common Stock, or (5) any other repurchase by the Company and/or any of its subsidiaries of 1% or more of the outstanding shares of Company Common Stock; (B) any amendment of the Company’s articles 's Certificate of incorporation Incorporation or bylaws, By-laws or other proposal, action proposal or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action amendment or other proposal or transaction would could in any manner reasonably be expected (A) to nullifyimpede, interfere with prevent or be inconsistent with nullify the Merger, the Merger Agreement or the transactions contemplated thereby (including the Merger)Transactions, or (B) to otherwise impedechange in any manner the rights and privileges, delayincluding, postponewithout limitation, prevent, discourage or materially and adversely affect the timely consummation voting rights of any class of the Merger Company's capital stock; (C) any change in the management or the other transactions contemplated by the Merger Agreement; and (iv) against any other action, agreement or transaction submitted for approval to the shareholders board of directors of the Company that would constitute an Alternative Proposal. could in any manner reasonably be expected to impede, prevent or nullify the Merger, the Merger Agreement or the Transactions; (bD) Any such vote will be cast any change in the present capitalization or consent will be given dividend policy of the Company; or (E) any other change in accordance the Company's corporate structure or business. The Stockholder, in his capacity as a stockholder of the Company, further agrees not to commit or agree to take any action inconsistent with the procedures applicable thereto so foregoing agreements; provided that nothing in this Agreement shall limit Rod X. Xxxxxxxxx'x xxxlity to discharge his fiduciary duties as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consent. The obligations director of the Shareholder set forth in this Section 1.1 shall apply whether or not the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its termsCompany.

Agreement to Vote. (a) The Shareholder hereby Subject to the earlier termination of this Agreement in accordance with Section 3 and to Section 1(b) and Section 1(c), 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, from and after the date hereof and until this Agreement terminates pursuant to the terms hereof, at the Company Meeting or 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 stockholders of the Company, however calledthe Stockholder shall, and at every adjournment or postponement thereof, or in connection with shall cause any written consent other holder of record of any of the shareholders of the Company, relating to any proposed action by the shareholders of the Company with respect to the matters set forth in Section 1.1(a)(ii) below, the Shareholder shallStockholder’s Covered Shares to: (i) if and when such meeting is held, appear at each such meeting or otherwise cause all of the Subject Stockholder’s Covered Shares to be counted as present thereat for purposes the purpose of establishing a quorum; and; (ii) vote (or consent (execute and return an action by written 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 Subject of the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Shareholder (iStockholder) in favor of the approval of the Merger Agreement and the adoption of the Merger Agreement, any other proposals submitted by the Company for 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 the Transactions; and (iii) vote (or execute and 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, all of the Stockholder’s Covered Shares against any Alternative Transaction and any other action of that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Company’s shareholders requested in furtherance thereof, (ii) against any action Transactions or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in under the Merger Agreement or would reasonably be expected to result in a breach of any covenant, representation or warranty or other obligation or agreement of the Shareholder Stockholder contained in this Agreement; (iii) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullify, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; and (iv) against any other action, agreement or transaction submitted for approval to the shareholders of the Company that would constitute an Alternative Proposal. (b) Any such vote will be cast or consent will be given Notwithstanding the foregoing, if the Company Board has effected a Company Change in Recommendation in accordance with the procedures applicable thereto so 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 to ensure that it is duly counted for purposes a single class, and (ii) thirty-five percent (35%) of determining that the total voting power of the then outstanding Company Preferred Stock, voting or acting by written consent together as a quorum is present and for purposes single class, in each case as of effectuating and recording the results record date of such vote or consent. 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 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 Shareholder set forth Stockholder specified in this Section 1.1 1 (for the avoidance of doubt, after giving effect to the Section 1(b), if applicable) shall apply whether or not the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations of Transactions or any action described above is recommended by the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its termsCompany Board or the Company Board has changed the Company Board Recommendation.

Agreement to Vote. (a) The Shareholder hereby irrevocably agrees that, from and after From the date hereof and until the termination of this Agreement terminates pursuant in accordance with Section 5.1, except to the terms hereofextent waived in writing by Parent in its sole and absolute discretion, at the Company Meeting or any other meeting of the shareholders stockholders of the Company, however called, and or at every any adjournment or postponement thereof, or in connection with any written consent of the shareholders stockholders of the Company or in any other circumstances upon which a vote, consent or other approval of all or some of the stockholders of the Company is sought, each Company 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 term of this Agreement that are entitled to vote at such meeting or in such written consent (collectively, the “Voting Shares”): (a) in favor of adoption of the Merger Agreement; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) 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 (iii) any other action, relating 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 materially adversely affect the Offer, the Merger, the Merger Agreement, any proposed action of the transactions contemplated by the shareholders 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 with respect to is held, each Company Stockholder shall, or shall cause the matters set forth in Section 1.1(a)(ii) belowholder of record of its Voting Shares on any applicable record date to, the Shareholder shall: (i) appear at each such meeting or otherwise cause the Subject its Voting Shares to be counted as present thereat for purposes of establishing a quorum; and. (iic) Each Company Stockholder shall not enter into any agreement or understanding with any Person to vote or consent (or cause to be voted or consented), give instructions in person or by proxy, all Subject Shares owned by the Shareholder (i) in favor of approval of the Merger Agreement and any other action of the Company’s shareholders requested in furtherance thereof, (ii) against any action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Shareholder contained in this Agreement; (iii) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullify, interfere with or be manner inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation terms of the Merger or the other transactions contemplated by the Merger Agreement; and (iv) against any other action, agreement or transaction submitted for approval to the shareholders of the Company that would constitute an Alternative Proposalthis Section 1.2. (bd) Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consentEACH COMPANY STOCKHOLDER HEREBY IRREVOCABLY GRANTS TO AND APPOINTS XXXXXXX X. XXXXXXX AND XXXX X. XXXXXXX, 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 (WITH 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) WITH 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 THE SAME EXTENT AND WITH THE SAME EFFECT AS SUCH COMPANY STOCKHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, RULES AND REGULATIONS. The obligations of the Shareholder set forth in this Section 1.1 shall apply whether or not the Company breaches or threatens to breach any of its representationsTHE 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, warrantiesAND NO SUBSEQUENT PROXY (WHETHER REVOCABLE OR IRREVOCABLE) OR POWER OF ATTORNEY SHALL BE GIVEN BY SUCH COMPANY STOCKHOLDER, covenants or agreements set forth in the Merger AgreementEXCEPT AS REQUIRED BY ANY LETTER OF TRANSMITTAL IN CONNECTION WITH THE OFFER. Notwithstanding the foregoingTHE PARTIES ACKNOWLEDGE AND AGREE THAT NEITHER PARENT, the obligations of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its termsNOR 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), OTHER THAN FOR A BREACH OF THIS SECTION 1.2(d). NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL TERMINATE UPON TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS.

Agreement to Vote. (a) The Shareholder hereby irrevocably agrees that, from and after the date hereof and until this Agreement terminates pursuant to the terms hereof, at the Company Meeting or At any other meeting of the shareholders of the CompanyCompany called for the approval of the Merger Agreement, the Transactions or any Third Party Transaction, however called, and or at every any adjournment or postponement thereof, or in connection with any written consent of the holders of shares of Company Common Stock, or in any other circumstances in which the Stockholders are entitled to vote, consent or give any other approval with respect to the Merger Agreement, the Transactions or any Third Party Transaction, the Stockholders shall vote (or cause to be voted) the Subject Shares at the sole discretion and direction of Merger Sub with respect to adoption and approval of the Merger Agreement, the Transactions or any Third Party Transaction and the approval of the terms thereof and each of the other actions contemplated by this Agreement, the Merger Agreement or any Third Party Transaction and any amendments hereto or thereto. At any meeting of shareholders of the Company, relating to however called, or at any proposed action by the shareholders adjournment thereof, or in connection with any written consent of the holders of shares of Company with respect Common Stock or in any other circumstances in which the Stockholders are entitled to the matters set forth vote, consent or give any other approval, except as otherwise agreed to in Section 1.1(a)(ii) belowwriting in advance by Merger Sub, the Shareholder shallStockholders shall vote (or cause to be voted) the Subject Shares against the following actions: (i) appear at each such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorum; and (ii) vote or consent (or cause to be voted or consented), in person or by proxy, all Subject Shares owned by the Shareholder (i) in favor of approval of the Merger Agreement and any other action of the Company’s shareholders requested in furtherance thereof, (ii) against any action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in or the Executives under the Merger Agreement or of the Shareholder contained in this AgreementStockholders hereunder; or (ii) any action or agreement that could reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the Merger and/or the other Transactions, including, but not limited to: (A) the adoption by the Company of a proposal regarding (1) the acquisition of the Company by merger, tender offer or otherwise by any person other than Merger Sub or any designee thereof (a "Third Party"), or any other merger, combination or similar transaction with any Third Party; (iii2) against the acquisition by a Third Party of 5% or more of the assets of the Company and its subsidiaries, taken as a whole (whether by the acquisition of assets or securities of, or any merger, consolidation or other business combination involving, the Company or any of its subsidiaries); (3) the acquisition by a Third Party of 5% or more of the outstanding shares of Company Common Stock, or (4) the repurchase by the Company and/or any of its subsidiaries of 5% or more of the outstanding shares of Company Common Stock; (B) any amendment of the Company’s articles 's Articles of incorporation Incorporation or bylaws, By-laws or other proposal, action proposal or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action amendment or other proposal or transaction would could in any manner reasonably be expected (A) to nullifyimpede, interfere with prevent or be inconsistent with nullify the Merger, the Merger Agreement or the transactions contemplated thereby (including the Merger)Transactions, or (B) to otherwise impedechange in any manner the rights and privileges, delayincluding, postponewithout limitation, prevent, discourage or materially and adversely affect the timely consummation voting rights of any class of the Merger Company's capital stock; (C) any change in the management or the other transactions contemplated by the Merger Agreement; and (iv) against any other action, agreement or transaction submitted for approval to the shareholders board of directors of the Company that would constitute an Alternative Proposal. could in any manner reasonably be expected to impede, prevent or nullify the Merger, the Merger Agreement or the Transactions; (bD) Any such vote will be cast any material change in the present capitalization (other than pursuant to the Contribution Agreement) or consent will be given dividend policy of the Company; or (E) any other material change in accordance the Company's corporate structure or business. The Stockholders, in their capacity as shareholders of the Company, further agree not to commit or agree to take any action inconsistent with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consent. The obligations of the Shareholder set forth in this Section 1.1 shall apply whether or not the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its termsforegoing agreements.

Agreement to Vote. Subject to the earlier termination of this Agreement in accordance with Section 3, 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 (aor effective as of) The 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 agrees that, from and after the date hereof and until this Agreement terminates pursuant to the terms hereof, at the Company Meeting or any other meeting of the shareholders of the CompanyCompany (whether annual or special and whether or not an adjourned or postponed meeting, however called, called and at every including any adjournment or postponement thereof, or ) and in connection with any written consent of the shareholders of the Company, relating to any proposed action by the shareholders of the Company with respect to the matters set forth in Section 1.1(a)(ii) below, the Shareholder shall, and shall cause any other holder of record of any of the Shareholder’s Covered Shares to: (ia) if and when such meeting is held, appear at each such meeting or otherwise cause the Subject Shareholder’s Covered Shares to be counted as present thereat for purposes the purpose of establishing a quorum; and; (iib) vote execute and return an action by written consent (or vote, in person or by proxy), or validly execute and return and cause such 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), or validly execute and return and cause such consent to be granted with respect to (or cause to be voted at such meeting), all Subject Shares owned by the Shareholder (i) in favor of approval of the Merger Agreement Shareholder’s Covered Shares against any Company Acquisition Proposal and any other action of the Company’s shareholders requested in furtherance thereof, (ii) against any action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Business Combination Agreement or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained under the Business Combination Agreement that would result in the Merger failure of any condition set forth in 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; (iii) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullify, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; and (iv) against any other action, agreement or transaction submitted for approval to the shareholders of the Company that would constitute an Alternative Proposal. (bd) Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consent. The obligations of the Shareholder set forth specified in this Section 1.1 1 shall apply whether or not the Merger or any action described above is recommended by the Company breaches Board or threatens the Company Board has effected a Company Change in Recommendation. (e) The Shareholder hereby irrevocably, to breach the fullest extent permitted by law, appoints the Company, or any designee of its representationsthe Company, warrantiesfor so long as the provisions of this Section 1 remain in effect, covenants as the Shareholder’s attorney-in-fact and proxy with full power of substitution, to vote and otherwise act (by written consent or agreements set forth otherwise) with respect to the Owned Shares, solely on the matters and in the Merger manner specified in this Section 1. 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. Notwithstanding the foregoing, the obligations The proxies and powers of attorney shall not be terminated by any act of the Shareholder set forth or 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 1.1 1 with respect to the Owned Shares that the Shareholder may have previously appointed or granted, and no subsequent proxy or power of attorney shall terminate upon termination 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 obligation of the Shareholder under this Agreement in accordance with its termsshall be binding upon the heirs, personal representatives, and successors of the Shareholder.

Agreement to Vote. (a) The Shareholder hereby irrevocably agrees that, from and after From the date hereof and until this Agreement terminates pursuant to the terms hereof, at earlier of the Termination Date (as defined below) or the receipt of the Company Meeting or Shareholder Approval, Arch irrevocably and unconditionally agrees that it shall at any other meeting of the shareholders of the CompanyCompany (whether annual, special or otherwise and whether or not an adjourned or postponed meeting), however called, and at every adjournment or postponement thereof, or in connection with any written consent of the shareholders of the Company, relating to any proposed action by the shareholders of the Company with respect to the matters set forth in Section 1.1(a)(iihowever proposed: (a) belowwhen a meeting is held, the Shareholder shall: (i) appear at each such meeting or otherwise cause its Covered Shares that are owned by Arch as of the Subject Shares date of such meeting to be counted as present thereat for purposes the purpose of establishing a quorum; and , and when a written consent is proposed, respond to each request by the Company for written consent, and (iib) vote or 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 Subject Covered Shares that are owned by Arch as of the Shareholder date of such meeting or consent (i) in favor of approval the Merger and the adoption of the Merger Agreement and any the Statutory Merger Agreement (each as they may be amended from time to time), and in favor of each of the other action transactions contemplated by the Merger Agreement and the Statutory Merger Agreement of which approval of the Company’s 's shareholders requested in furtherance thereofis solicited, and (ii) against (A) any action proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or agreement submitted for approval of the shareholders of other business combination between or involving the Company and any other Person that would reasonably be expected to result impede, interfere with, delay or postpone or adversely affect in a breach of any covenant, representation or warranty material respect the Merger or any other obligation transactions contemplated by the Merger Agreement, the Statutory Merger Agreement or agreement this Agreement, (B) any other action that would be reasonably likely to result in any conditions to the consummation of the Company contained in Merger under the Merger Agreement or of the Shareholder contained in this Agreement; not being fulfilled, (iiiC) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action or transaction involving change to the Company Memorandum of Association or any of its subsidiaries, which amendment, proposal, action or transaction Company Bye-laws that would reasonably be expected (A) to nullifyimpede, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impedewith, delay, postpone, prevent, discourage postpone or materially and adversely affect the timely consummation of 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 (ivD) against any other actionmaterial change in the Company's corporate structure or business that would reasonably be expected to impede, agreement interfere with, delay or transaction submitted for approval to postpone or adversely affect in any material respect the shareholders Merger or any of the Company that would constitute an Alternative Proposal. (b) Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consent. The obligations of the Shareholder set forth in this Section 1.1 shall apply whether or not the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth in other transactions contemplated by the Merger Agreement or the Statutory Merger Agreement. Notwithstanding the foregoing, the obligations of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its terms.

Agreement to Vote. (a) The Shareholder hereby Subject to the earlier termination of this Agreement in accordance with Section 3, the Stockholder, in its capacity as a stockholder of Ackrell, irrevocably and unconditionally agrees that, from and after the date hereof and until this Agreement terminates pursuant to the terms hereof, at the Company Ackrell Stockholders’ Meeting or any other meeting of the shareholders stockholders of the CompanyAckrell (whether annual or special and whether or not an adjourned or postponed meeting, however called, called and at every including any adjournment or postponement thereof), or in connection with the Stockholder shall, and shall cause any written consent other holder of record of any of the shareholders of the Company, relating to any proposed action by the shareholders of the Company with respect to the matters set forth in Section 1.1(a)(ii) below, the Shareholder shallStockholder’s Covered Shares to: (ia) if and when such meeting is held, appear at each such meeting or otherwise cause the Subject Stockholder’s Covered Shares to be counted as present thereat for purposes the purpose of establishing a quorum; and; (iib) vote (or consent (execute and return an action by written 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 Subject of the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Shareholder (iStockholder) in favor of approval the Merger and other Transactions and the adoption of the Merger Business Combination Agreement and any other action matters necessary or reasonably requested by the Company for consummation of the CompanyMerger and the other Transactions, including, without limitation, any actions necessary to effectuate the matters contemplated by the Ackrell Proposals; and (c) vote (or execute and 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, all of the Stockholder’s shareholders requested in furtherance thereof, (ii) Covered Shares against any Ackrell Acquisition Proposal and any other action or agreement submitted for approval of the shareholders of the Company that (i) would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other Transactions or result in a breach of any covenant, 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 contained in the Merger Agreement or of the Shareholder Stockholder contained in this Agreement; Agreement or (iii) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (Ato result in a breach of Section 10.04(b) to nullify, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Business Combination Agreement; and (iv) against any other action, agreement or transaction submitted for approval to the shareholders of the Company that would constitute an Alternative Proposal. (b) Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consent. The obligations of the Shareholder set forth Stockholder specified in this Section 1.1 1 shall apply whether or not the Company breaches Merger or threatens to breach any action described above is recommended by the Board of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations Directors of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its termsAckrell.

Agreement to Vote. (a) The Shareholder hereby irrevocably agrees that, from and after From the date hereof and until of this Agreement terminates pursuant to until the terms hereofTermination Date, at the Company Meeting or any other every meeting of the shareholders stockholders of the Company, however called, Lafite (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 in connection with any written consent of the shareholders of the Companydirect to be unconditionally and irrevocably voted, relating to any proposed action by the shareholders of the Company with respect to the matters set forth in Section 1.1(a)(ii) below, the Shareholder shallall its Covered Shares held at that time: (i) in favor of the adoption of the Merger Agreement; (ii) in favor of the approval of any proposal to adjourn the meeting to a later date, if 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 such meeting of the stockholders of Lafite, or otherwise adjournment or postponement thereof, to vote on any matter contemplated by this Agreement and shall cause the Subject all Covered Shares to be counted as present thereat for purposes of establishing calculating a quorum; andquorum and shall vote all Covered Shares in accordance with this Section 3. (iic) vote Nothing in this Agreement, including this Section 3, limits or consent 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 each Stockholder solely in its capacity as a stockholder of Lafite and does not apply to any such Affiliate or designee’s actions, judgments or decisions as a director of Lafite, and such actions (or cause failures to act) shall not be voted or consented), in person or by proxy, all Subject Shares owned by the Shareholder (i) in favor of approval of the Merger Agreement and any other action of the Company’s shareholders requested in furtherance thereof, (ii) against any action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected deemed to result in constitute a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Shareholder contained in this Agreement; (iii) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullify, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; and (iv) against any other action, agreement or transaction submitted for approval to the shareholders of the Company that would constitute an Alternative Proposal. (b) Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consent. The obligations of the Shareholder set forth in this Section 1.1 shall apply whether or not the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its terms.

Agreement to Vote. (a) The Shareholder hereby irrevocably agrees that, from and after Subject to the date hereof and until earlier termination of this Agreement terminates pursuant in accordance with Section 2, and, as applicable, except to the extent limited by the terms hereofof the Voting Agreement, at dated October 15, 2021, by and between the Company Meeting and Intercontinental Exchange Holdings, Inc. (the “ICE Voting Amendment”), the Supporting Stockholder, in its direct or any other meeting of the shareholders indirect capacity as a stockholder of the Company, irrevocably and unconditionally agrees that, at any meeting of the Company’s Stockholders (whether annual or special and whether or not an adjourned or postponed meeting, however calledcalled 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 shall cause any other holder of record of any of the Supporting Stockholder’s Covered Shares to: (a) if and when such meeting is held, appear at such meeting (and at every adjournment or postponement thereof, or in connection with any written consent of the shareholders of the Company, relating to any proposed action by the shareholders of the Company with respect to the matters set forth in Section 1.1(a)(ii) below, the Shareholder shall: (i) appear at each such meeting or otherwise cause the Subject Covered Shares to be counted as present thereat for purposes the purpose of establishing a quorum; and; (iib) vote or consent (vote, or cause to be voted or consented(including via proxy), in person or by proxy, at such meeting all Subject of the Covered Shares owned as of the record date for such meeting to approve any matters necessary or reasonably requested by the Shareholder Company to enable the Company to issue any shares of Class A common stock and the shares of Class A common stock underlying the related Warrants (as defined in the Securities Purchase Agreements) that may not be issued pursuant the Securities Purchase Agreements without first obtaining stockholder approval under the rules and regulations of the 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 (as defined in the Securities Purchase Agreements); and (c) the Supporting Stockholder hereby revokes any and 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, other than the ICE Voting Agreement, as applicable. For clarity, any vote cast pursuant to this Section (1) will (i) in favor of approval of give effect to the Merger ICE Voting Agreement and any other action of the Company’s shareholders requested in furtherance thereof, (ii) against any action or agreement submitted for approval be calculated consistent with the Listed Company Manual of the shareholders of the Company that would reasonably be expected to result New York Stock Exchange, in a breach of any covenanteach case, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Shareholder contained in this Agreement; (iii) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullify, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; and (iv) against any other action, agreement or transaction submitted for approval to the shareholders of the Company that would constitute an Alternative Proposalas applicable. (b) Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consent. The obligations of the Shareholder set forth in this Section 1.1 shall apply whether or not the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its terms.

Agreement to Vote. (a) The Shareholder Each Stockholder (severally and not jointly) hereby irrevocably and unconditionally agrees that, from and after that during the date hereof and until term of this Agreement terminates pursuant to the terms hereofAgreement, at the Company Stockholders’ Meeting or and at any other meeting of the shareholders stockholders of the Company, however called, and at every including any adjournment or postponement thereof, or and in connection with any action proposed to be taken by written consent of the shareholders stockholders of the Company, relating to any proposed action by the shareholders of the Company with respect such Stockholder shall, in each case to the matters set forth in Section 1.1(a)(ii) below, fullest extent that the Shareholder shallCovered Shares of such Stockholder are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause the Subject such Stockholder’s Covered Shares to be counted as present thereat for purposes of establishing calculating a quorum; and (ii) vote or consent (or cause to be voted or consentedvoted), in person or by proxy, or deliver (or cause to be delivered) a written consent (if then permitted under the Company Organizational Documents) covering, all Subject of such Stockholder’s Covered Shares owned by the Shareholder (ia) in favor of the adoption and approval of the Merger Agreement and approve the Merger and other transactions contemplated by the Merger Agreement and any other action reasonably requested by the Parent in furtherance of the Company’s shareholders requested foregoing, including, without limiting any of the foregoing obligations, in furtherance thereof, 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; (iib) against any action or agreement submitted for approval that would result in any of the shareholders of the Company that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company conditions contained in ARTICLE VII of the Merger Agreement not being fulfilled or of the Shareholder contained in this Agreementsatisfied; and (iiic) against any amendment of the Company’s articles of incorporation Acquisition Proposal or bylawsAlternative Acquisition Agreement and against any other action, or other proposal, action agreement or transaction involving the Company or any of its subsidiariesSubsidiaries that is intended, which amendment, proposal, action or transaction would reasonably be expected (A) to nullifyto, materially impede, interfere with or be inconsistent with prevent the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; and (iv) against any other action, agreement Agreement or transaction submitted for approval to this Agreement or the shareholders of performance by the Company that would constitute an Alternative Proposalof its obligations under the Merger Agreement or by such Stockholder of such Stockholder’s obligations under this Agreement. (b) Any such vote will be cast Each Stockholder hereby waives, and agrees not to exercise or consent will be given 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 procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results obligations of such vote or consent. The obligations of the Shareholder set forth Stockholder specified in this Section 1.1 2.1(a) shall apply whether or not the Merger or any action described above is recommended by the Board of Directors of the Company breaches (or threatens any committee thereof). (d) Notwithstanding anything to breach the contrary in this Agreement, if there is any Change of its representations, warranties, covenants or agreements set forth in 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 percentage (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. Notwithstanding the foregoingBy way of example, the obligations if there has been a Change of Recommendation permitted by Section 6.4(c) of the Shareholder set forth Merger Agreement, and at the record date for any subsequent vote the Stockholders in this Section 1.1 shall terminate upon termination the aggregate beneficially own 75% of this Agreement 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 termsremaining shares in favor and 25% against.

Agreement to Vote. (a) The Shareholder Principal Stockholders hereby irrevocably agrees 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 and until this Agreement terminates is terminated pursuant to the terms hereofSection 5.1, at the Company Meeting or any other meeting of the shareholders stockholders of the Company, however called, and at every including any adjournment or postponement thereof, or and in connection with any action proposed to be taken by written consent of the shareholders stockholders of the Company, relating to any proposed action by the shareholders of the Company with respect Principal Stockholders shall, in each case to the matters set forth in Section 1.1(a)(ii) below, fullest extent that the Shareholder shallCovered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause the Subject Covered Shares to be counted as present thereat for purposes of establishing calculating a quorum; and (ii) vote or consent (or cause to be voted or consentedvoted), in person or by proxy, or deliver (or cause to be delivered) a written consent (if then permitted under the Company Organizational Documents) covering all Subject of such Covered Shares owned by the Shareholder (iA) in favor of (1) the adoption and approval of the Merger Agreement and any other action approval of the Company’s shareholders Merger and other transactions contemplated by the Merger Agreement and any action reasonably requested by Parent in furtherance thereofof the foregoing, including, without limiting any of the foregoing obligations, (ii2) 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 action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to result in a breach of any covenant, representation or warranty or Takeover Proposal and against any other obligation or action, agreement of the Company contained in the Merger Agreement or of the Shareholder contained in this Agreement; (iii) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiariesSubsidiaries that is intended to, which amendment, proposal, action or transaction would reasonably be expected (A) to nullifyto, impede, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impedewith, delay, postpone, prevent, discourage postpone or materially and adversely affect prevent the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; and . (ivc) against any other action, agreement or transaction submitted for approval Notwithstanding anything to the shareholders 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 constitute adversely affect the holders of Company Common Stock in such capacity (each such amendment, an Alternative Proposal“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. (bd) Any such vote will be cast The Principal Stockholders hereby waive, and agree not to exercise or consent will be given assert, any appraisal or similar rights (including under Section 262 of the Delaware General Corporation Law) in accordance connection with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consent. Merger. (e) The obligations of the Shareholder set forth Principal Stockholders specified in this Section 1.1 Sections 2.1(a) and (b) shall apply prior to the Expiration Date whether or not the Merger or any action described above is recommended by the Board of Directors of the Company breaches (or threatens to breach any committee thereof). (f) Nothing in this Agreement, including this Section 2.1, shall limit or restrict any Affiliate or designee of its representationsthe Principal Stockholders who serves as a member of the Board of Directors of the Company in acting in his or her capacity as a director of the Company and exercising his or her fiduciary duties and responsibilities including, warrantieswithout limitation, covenants or agreements set forth taking any action in compliance with Section 5.4 of the Merger Agreement. Notwithstanding the foregoing, the obligations of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its terms.

Agreement to Vote. (a) The Shareholder Subject to the terms and conditions hereof, the Stockholder hereby irrevocably and unconditionally agrees that, from and after the date hereof and until this Agreement terminates pursuant to the terms hereofTermination Date (as defined in Section 5 below), at the Company Meeting or any other meeting of the shareholders holders of the CompanyCompany Common Stock, however called, and at every adjournment or postponement thereof, or in connection with any written consent of the shareholders holders of the Company, relating to any proposed action by the shareholders of the Company with respect to the matters set forth in Section 1.1(a)(ii) belowCommon Stock, the Shareholder shall: Stockholder shall (ix) appear at each such meeting or otherwise cause all of the Subject Shares to be counted as present thereat for purposes of establishing calculating a quorum; and quorum and respond to any other request by the Company or Parent for written consent, if any, and (iiy) vote or consent (or cause to be voted or consented), in person or by proxy, all Subject voted) the Shares owned by the Shareholder (i) in favor of (A) approval of the Merger and the other transactions contemplated by the Merger Agreement and (B) any other action matter that is required to facilitate the consummation of the Company’s shareholders requested in furtherance thereof, Merger and the other transactions contemplated by the Merger Agreement and (ii) against the following actions: (A) any Acquisition Proposal, (B) any other action involving the Company or agreement submitted for approval of the shareholders any Subsidiary of the Company that would reasonably be expected to result in a breach have the effect of any covenantimpeding, representation materially interfering with, materially delaying, materially postponing, or warranty or any other obligation or agreement impairing (I) the ability of the Company contained in to consummate the Merger or (II) any other transaction contemplated by the Merger Agreement or of the Shareholder contained in this Agreement; (iiiC) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction agreement that would reasonably be expected (A) to nullify, interfere with or be inconsistent with result in any condition to the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; and (iv) against any other action, agreement or transaction submitted for approval to the shareholders of the Company that would constitute an Alternative Proposal. (b) Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consent. The obligations of the Shareholder set forth in this Section 1.1 shall apply whether or not the Company breaches or threatens to breach any Article VII of its representations, warranties, covenants or agreements set forth in the Merger AgreementAgreement not being fulfilled on or prior to the Outside Date. Notwithstanding Subject to the foregoingterms and conditions hereof, no Stockholder shall enter into any agreement or understanding with any Person prior to the Termination Date to vote in any manner inconsistent herewith. Subject to the terms and conditions hereof, the obligations of the Shareholder set forth Stockholder specified in this Section 1.1 1(a) shall terminate upon termination not be affected by the commencement, public proposal, public disclosure or communication to the Company of this Agreement in accordance with its termsany Acquisition Proposal prior to the Termination Date.

Agreement to Vote. (a) The Each Shareholder hereby irrevocably and unconditionally agrees that, from and after that during the period beginning on the date hereof and until ending upon the termination of this Agreement terminates pursuant to the terms hereofin accordance with its terms, at the Company Meeting or any other meeting of the shareholders of the CompanyCompany Shareholders, however called, and at every including any adjournment or postponement thereof, or and in connection with any action proposed to be taken by written consent of the shareholders of Company Shareholders, such Shareholder shall, in each case, to the Company, relating to any proposed action by fullest extent that such matters are submitted for the shareholders vote or written consent of the Company with respect Shareholders and that the Covered Shares are entitled to the matters set forth in Section 1.1(a)(ii) below, the Shareholder shallvote thereon or consent thereto: (i) appear at each such meeting or otherwise cause the Subject all of its Covered Shares to be counted as present thereat for purposes of establishing calculating a quorum; and (ii) vote or consent (or cause to be voted or consentedvoted), in person or by proxy, or deliver (or cause to be delivered) a written consent (if legally valid) covering, all Subject of its Covered Shares owned by the Shareholder (iA) in favor of (1) the approval of the Merger Agreement and any other action of the Company’s shareholders requested in furtherance thereof, (ii) against any action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Shareholder contained in this Agreement; (iii) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullify, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; (2) any action in connection with the Merger and the Contemplated Transactions; or (3) any proposal to adjourn or postpone to a later date any meeting of the Company Shareholders at which any of the foregoing matters of this ‎Section 2.1(a)(ii) are submitted for consideration and vote of the Company Shareholders if there are not sufficient votes for approval of any such matters on the date on which the meeting is held, and (ivB) against (1) any Acquisition Proposal or Acquisition Inquiry; (2) any other action, proposal, transaction or agreement involving Company that is intended or would reasonably be expected to have the effect of frustrating the purposes of the Merger or preventing, impeding, interfering with, delaying, postponing or impairing the ability of the Company, Parent or Merger Sub to consummate the Merger or any other transaction submitted for approval contemplated by the Merger Agreement; or (3) any action or Contract that would be expected to result in any condition to the shareholders consummation of the Company that would constitute an Alternative ProposalMerger set forth in Sections 6, 7 or 8 of the Merger Agreement not being fulfilled on or prior to the Termination Date. No Shareholder shall enter into any Contract with any Person prior to the termination of this Agreement to vote in any manner inconsistent herewith. (b) Any such vote will required to be cast or consent will required to be executed pursuant to this ‎Section 2.1 shall be cast (or consent shall be given if legally valid) by such Shareholder in accordance with the such procedures applicable relating thereto so as to ensure that it is duly counted counted, including for purposes of determining that whether a quorum is present and for purposes of effectuating and recording the results of such vote or consent. The obligations of the Shareholder present. (c) Except as explicitly set forth in this Section 1.1 2.1, nothing in this Agreement shall apply whether or not limit the right of each Shareholder to vote (including by executing and delivering a written consent of the Company breaches Shareholders) in favor of, against or threatens abstain with respect to breach any of its representations, warranties, covenants or agreements set forth in other matters presented to the Merger Agreement. Notwithstanding the foregoing, the Company Shareholders. (d) The obligations of the each Shareholder set forth specified in this Section 1.1 ‎Section 2.1 shall terminate upon termination not be affected by the commencement, public proposal, public disclosure or communication to Company of this Agreement in accordance with its termsany Acquisition Proposal, Acquisition Inquiry or by any Company Board Adverse Recommendation Change.

Agreement to Vote. (a) The Shareholder hereby irrevocably agrees thatSubject to the terms and conditions set forth herein, from and after during the period beginning on the date hereof and until this Agreement terminates pursuant to ending on the terms hereofTermination Date, at the Company Meeting or any other meeting of the shareholders stockholders of the CompanyCompany (whether annual or special and whether or not an adjourned, postponed, reconvened or recessed meeting) (a “Stockholder Meeting”) however called, and at every adjournment called for the purpose of considering or postponement thereofvoting on the Merger, or in connection with any written consent of the shareholders of the Company, relating to any proposed action by the shareholders stockholders of the Company in connection with respect the approval of the Merger, Stockholder irrevocably and unconditionally agrees that he, she or it shall, or shall cause the holder of record of the Covered Shares, on each record date relevant to the matters set forth in Section 1.1(a)(ii) below, the Shareholder shallsuch a stockholder vote or approval to: (ia) when a Stockholder Meeting is held, appear at each such meeting in person or represented by a duly executed and non-revoked proxy or otherwise cause the Subject Covered Shares entitled to vote thereat to be counted as present thereat for purposes the purpose of establishing a quorum; , and respond to each request by the Company for written consent, if any, and (iib) vote (whether by ballot at a meeting or consent (by proxy), 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 Subject Covered Shares owned by the Shareholder entitled to vote thereat: (i) in favor of approval the Merger and any other matters necessary or advisable for consummation of the Merger and the other transactions contemplated in the Merger Agreement and that is presented by the Company for a vote of its stockholders (including, but not limited to, any other action motion by the chairman of the Company’s shareholders requested in furtherance thereofStockholder Meeting to adjourn, reconvene, recess or otherwise postpone such meeting), and (ii) against any action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to result any proposal made in a breach of any covenantopposition to, representation or warranty or any other obligation or agreement of the Company contained in competition with, the Merger Agreement or of Agreement, the Shareholder contained in this Agreement; (iii) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullify, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation of the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement; and (iv) against any other action, agreement or transaction submitted for approval to the shareholders of the Company that would constitute an Alternative Proposal. (bc) Any such vote will required to be cast or consent will required to be given executed pursuant to this Section 1 shall be cast or executed in accordance with the applicable procedures applicable relating thereto so as to ensure that it is the Covered Shares are duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of effectuating and recording the results of such that vote or consent. The obligations of the Shareholder . (d) Except as set forth in this Section 1.1 1(a), Stockholder shall apply whether retain at all times the right to vote the Covered Shares (or not the Company breaches or threatens to breach abstain from voting) in Stockholder’s sole discretion and without any of its representations, warranties, covenants or agreements other limitation on those matters other than those set forth in Section 1(a) that are at any time or from time to time presented for consideration to the Merger AgreementCompany stockholders. Notwithstanding the foregoing, the obligations This Agreement is intended to bind Stockholder as a stockholder of the Shareholder Company only with respect to the specific matters set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its terms1(a).

Agreement to Vote. (a) The Shareholder hereby irrevocably agrees that, from and after the date hereof and until the date on which this Agreement terminates is terminated pursuant to the terms hereofSection 4.1, at the Company Golden West Meeting or any other meeting of the shareholders of the CompanyGolden West, however called, and at every adjournment or postponement thereof, or in connection with any written consent of the shareholders of the CompanyGolden West, relating to any proposed action by the shareholders of the Company Golden West with respect to the matters set forth in Section 1.1(a)(ii1.1(b) below, the Shareholder shall: (ia) appear at each such meeting or otherwise cause the Subject Shares owned beneficially or of record by the Shareholder to be counted as present thereat for purposes of establishing calculating a quorum; and (iib) vote or 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 Subject the Shares owned by the Shareholder, and any other voting securities of Golden West (whenever 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) in favor of approval adoption of the Merger Agreement and any other action of the CompanyGolden West’s shareholders requested in furtherance thereof, thereof and (ii) against any action or agreement submitted for approval of the shareholders of the Company Golden West that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Golden West contained in the Merger Agreement or of the Shareholder contained in this Agreement; and (iii) against any amendment of the Company’s articles of incorporation Acquisition Proposal or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullify, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; and (iv) against any other action, agreement or transaction submitted for approval to the shareholders of Golden West that the Company 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 would constitute an Alternative Proposal. (b) Any such vote will be cast or consent will be given the parties acknowledge that this Agreement is entered into by the Shareholder solely in accordance with the procedures applicable thereto so her capacity as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consent. The obligations beneficial owner of the Shareholder set forth Shares and that nothing in this Agreement, including without limitation Section 1.1 3.1(d), shall apply whether or not prevent the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations Shareholder from discharging her fiduciary duties as a member of the Shareholder set forth in this Section 1.1 shall terminate upon termination board of this Agreement in accordance with its termsdirectors of Golden West.

Agreement to Vote. (a) The Shareholder Each Stockholder hereby irrevocably 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 and until this Agreement terminates pursuant to the terms hereofExpiration Date, at the Company Meeting or any other meeting of the shareholders stockholders of the Company, however called, and at every including any adjournment or postponement thereof, or and in connection with any action proposed to be taken by written consent of the shareholders stockholders of the Company, relating to any proposed action by the shareholders of the Company with respect such Stockholder will, in each case to the matters set forth in Section 1.1(a)(ii) below, fullest extent that the Shareholder shallCovered Shares of such Stockholder are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause the Subject Covered Shares to be counted as present thereat for purposes of establishing calculating a quorum; and (ii) vote or consent (or cause to be voted or consentedvoted), in person or by proxy, or deliver (or cause to be delivered) a written consent (if then permitted under the Company Bylaws) covering, all Subject of such Covered Shares owned by the Shareholder (ia) in favor of the adoption and approval of the Merger Agreement and any other action approval of the Company’s shareholders Merger and other transactions contemplated by the Merger Agreement and any action reasonably requested by the Parent in furtherance thereofof 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 (iib) against any action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to result in a breach of any covenant, representation or warranty or Acquisition Proposal and against any other obligation or action, agreement of the Company contained in the Merger Agreement or of the Shareholder contained in this Agreement; (iii) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiariesSubsidiaries that is intended, which amendment, proposal, action or transaction would reasonably be expected (A) to nullifyto, materially impede, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impedewith, delay, postpone, prevent, discourage postpone or materially and adversely affect prevent the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; and (iv) against any other action, agreement or transaction submitted for approval to the shareholders of the Company that would constitute an Alternative Proposal. (bc) Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consent. The obligations of such Stockholder specified in Section 2.1(a) and (b) will apply prior to the Shareholder set forth in this Section 1.1 shall apply Expiration Date whether or not the Merger or any action described above is recommended by the Board of Directors of the Company breaches (or threatens to breach any committee thereof). (d) Nothing in this Agreement, including this Section 2.1, will limit or restrict any Affiliate or designee of its representationsany Stockholder who serves as a member of the Board of Directors of the Company in acting in his or her capacity as a director of the Company and exercising his or her fiduciary duties and responsibilities including, warrantieswithout limitation, covenants or agreements set forth taking any action in compliance with Section 5.02 of the Merger Agreement. Notwithstanding the foregoing, the obligations of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its terms.

Agreement to Vote. (a) The Shareholder Each Stockholder (severally and not jointly) hereby irrevocably and unconditionally agrees that, from and after that until the date hereof and until this Agreement terminates pursuant to the terms hereofExpiration Time, at the Company Parent Stockholder Meeting or and at any other meeting of the shareholders stockholders of the CompanyParent, however called, and at every in each case including any adjournment or postponement thereof, or such Stockholder shall, in connection with any written consent of the shareholders of the Company, relating to any proposed action by the shareholders of the Company with respect each case to the matters set forth in Section 1.1(a)(ii) below, fullest extent that the Shareholder shallCovered Shares of such Stockholder are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause the Subject such Covered Shares to be counted as present thereat for purposes of establishing calculating a quorum; and (ii) vote or consent (or cause to be voted or consentedvoted), in person or by proxy, all Subject of such Covered Shares owned by the Shareholder (iA) in favor of the approval of the Merger Agreement Parent Share Issuance, the Parent Charter Amendment and any other related action reasonably requested by the Company in furtherance of the Company’s shareholders requested foregoing, including, without limiting any of the foregoing obligations, in furtherance thereoffavor of any proposal to 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, (iiB) against any action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Parent contained in the Merger Agreement or of the Shareholder such Stockholder contained in this Agreement; , and (iiiC) against any amendment of the Company’s articles of incorporation Acquisition Proposal or bylawsSuperior Proposal and against any other action, or other proposal, action agreement or transaction involving the Company Parent or any of its subsidiaries, which amendment, proposal, action or transaction Subsidiaries that would reasonably be expected (A) to nullifymaterially impede, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impedewith, delay, postpone, prevent, discourage or materially and adversely affect or otherwise materially adversely affect or prevent the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement or the performance by Parent of its obligations under the Merger Agreement or by such Stockholder of its obligations under this Agreement; and (iv) against any other action, agreement or transaction submitted for approval to the shareholders of the Company that would constitute an Alternative Proposal. (b) Any such vote will be cast Each Stockholder hereby agrees (i) not to commence or consent will be given participate in accordance 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 procedures applicable thereto so as Company, SpinCo or any of their respective Affiliates relating to ensure that it is duly counted for purposes the negotiation, execution or delivery of determining that this Agreement or the Merger Agreement or the consummation of the transactions contemplated hereby or thereby, including any claim (A) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (B) alleging a quorum is present and for purposes breach of effectuating and recording any fiduciary duty of the results Board of such vote Directors of Parent in connection with this Agreement, the Merger Agreement or consent. the transactions contemplated hereby or thereby. (c) The obligations of the Shareholder set forth each Stockholder specified in this Section 1.1 2.01 shall apply whether or not the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoingParent Share Issuance, the obligations Parent Charter Amendment or any action described above is recommended by the Board of the Shareholder set forth in this Section 1.1 shall terminate upon termination Directors of this Agreement in accordance with its termsParent (or any committee thereof).

Agreement to Vote. (a) The Shareholder hereby irrevocably agrees that, from and after During the date hereof and until term of this Agreement terminates pursuant to the terms hereof, and at the Company AMNB Meeting or at any other meeting of the shareholders of the CompanyAMNB, however called, and at every including any adjournment or postponement thereof, or and in connection with any written consent of the shareholders of AMNB (collectively, the Company, relating to any proposed action by the shareholders of the Company with respect to the matters set forth in Section 1.1(a)(ii) below“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 Shareholder and that the Shares are entitled to vote thereon or consent thereto: (ia) appear at each such meeting AMNB Shareholder Meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing calculating a quorum; and (iib) to vote or 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 Subject Shares owned by the Shareholder : (i) in favor of the approval of the Merger Agreement and any other action the consummation of the Company’s shareholders requested transactions contemplated thereby, including the Mergers, and any actions required in furtherance thereof, at the AMNB Shareholder Meeting; and (ii) against (A) any action Acquisition Proposal, (B) any action, proposal, transaction or agreement submitted for approval of the shareholders of the Company that would which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in AMNB under the Merger Agreement or of the Shareholder contained in under this Agreement; , and (iiiC) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendmentaction, proposal, action transaction or transaction would agreement that is intended or could reasonably be expected (A) to nullifyimpede, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impedewith, delay, postponediscourage, preventadversely affect, discourage frustrate the purposes of, or materially and adversely affect inhibit the timely consummation of the Merger Mergers or the other transactions contemplated by the Merger Agreement; and (iv) against any other action, agreement Agreement or transaction submitted for approval to this Agreement or the shareholders fulfillment of the Company that would constitute an Alternative Proposal. (b) Any such vote will be cast AMNB’s or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote Buyer’s obligations or consent. The obligations of the Shareholder set forth in this Section 1.1 shall apply whether or not the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth in conditions under the Merger Agreement. Notwithstanding the foregoing, the obligations of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its terms.

Agreement to Vote. (a) The Shareholder hereby irrevocably agrees that, from and after During the date hereof and until term of this Agreement terminates pursuant to the terms hereof, and at the Company ANCX Shareholders Meeting or at any other meeting of the shareholders of the CompanyANCX, however called, and at every including any adjournment or postponement thereof, or and in connection with any written consent of the shareholders of ANCX (collectively, the Company, relating to any proposed action by the shareholders of the Company with respect to the matters set forth in Section 1.1(a)(ii) below“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 Shareholder and that the Shares are entitled to vote thereon or consent thereto: (ia) appear at each such meeting ANCX Meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing calculating a quorum; and (iib) to vote or 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 Subject Shares owned by the Shareholder : (i) in favor of approval of the Merger Agreement and any other action the consummation of the Company’s shareholders requested transactions contemplated thereby, including the Merger, and any actions required in furtherance thereof, at the ANCX Meeting; and (ii) against (A) any action Acquisition Proposal, (B) any action, proposal, transaction or agreement submitted for approval of the shareholders of the Company that would which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in ANCX under the Merger Agreement or of the Shareholder contained in under this Agreement; Agreement and (iiiC) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendmentaction, proposal, action transaction or transaction would agreement that could reasonably be expected (A) to nullifyimpede, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impedewith, delay, postponediscourage, preventadversely affect, discourage frustrate the purposes of, or materially and adversely affect inhibit the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; and (iv) against any other action, agreement Agreement or transaction submitted for approval to this Agreement or the shareholders fulfillment of the Company that would constitute an Alternative Proposal. (b) Any such vote will be cast UBSH’s or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote ANCX’s obligations or consent. The obligations of the Shareholder set forth in this Section 1.1 shall apply whether or not the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth in conditions under the Merger Agreement. Notwithstanding the foregoing, the obligations of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its terms.

Agreement to Vote. (a) The Shareholder Subject to the terms of this Agreement, the Stockholder hereby irrevocably and unconditionally agrees that, from and after the date hereof and until this Agreement terminates pursuant to the terms hereofis 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, however called, and at every including any adjournment or postponement thereof, or and in connection with any action proposed to be taken by written consent of the shareholders stockholders of the Company, relating to any proposed action by the shareholders of the Company with respect Stockholder shall, in each case to the matters set forth in Section 1.1(a)(ii) below, fullest extent that the Shareholder shall: Subject Shares are entitled to vote thereon: (ia) appear at each such meeting or otherwise cause all of the Subject Shares to be counted as present thereat for purposes of establishing determining a quorum; and and (iib) be present (in person or by proxy) and vote or consent (or cause to be voted or consentedvoted), in person or by proxydeliver (or cause to be delivered) a written consent with respect to, all of the Subject Shares owned by the Shareholder Shares: (i) in favor of approval for adoption of the Merger Agreement and for the approval of the Transactions; (ii) for any proposal to adjourn or postpone the Company Stockholder Meeting or such other action meeting of the Company’s shareholders requested in furtherance thereof, stockholders to a later date if there are not sufficient votes to adopt the Merger Agreement; (iiiii) against any action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement Agreement, or of the Shareholder Stockholder contained in this Agreement; (iiiiv) against any amendment of the Company’s articles of incorporation Company Takeover Proposal and or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullify, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; and (iv) against any other action, agreement or transaction submitted for approval to the shareholders of involving the Company that is intended, or would constitute an Alternative Proposal. (b) Any such vote will reasonably be cast expected, to impede, interfere with, delay, postpone, adversely affect or consent will be given in accordance with prevent the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consent. The obligations consummation of the Shareholder 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 this Section 1.1 shall apply whether that are at any time or not from time to time presented for consideration to the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its termsCompany’s stockholders generally.

Agreement to Vote. (a) The Shareholder Each Stockholder (severally and not jointly) hereby irrevocably and unconditionally agrees that, from and after that during the date hereof and until term of this Agreement terminates pursuant to the terms hereofAgreement, at the Company Stockholder Meeting or and at any other meeting of the shareholders stockholders of the Company, however called, and at every including any adjournment or postponement thereof, or and in connection with any action proposed to be taken by written consent of the shareholders stockholders of the Company, relating to any proposed action by the shareholders of the Company with respect such Stockholder shall, in each case to the matters set forth in Section 1.1(a)(ii) below, fullest extent that the Shareholder shallCovered Shares of such Stockholder are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause the Subject Covered Shares to be counted as present thereat for purposes of establishing calculating a quorum; and (ii) vote or consent (or cause to be voted or consentedvoted), in person or by proxy, or deliver (or cause to be delivered) a written consent (if then permitted under the Company’s certificate of incorporation) covering, all Subject of such Covered Shares owned by the Shareholder (iA) in favor of the adoption and approval of the Merger Agreement and any other action approval of the Company’s shareholders Merger and other transactions contemplated by the Merger Agreement and any action reasonably requested by the Parent in furtherance thereofof 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; (iiB) against any action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement Agreement, or of the Shareholder such Stockholder contained in this Agreement; and (iiiC) against any amendment of the Company’s articles of incorporation Acquisition Proposal, Acquisition Transaction or bylawsSuperior Proposal and against any other action, or other proposal, action agreement or transaction involving the Company or any of its subsidiariesSubsidiaries that is intended, which amendment, proposal, action or transaction would reasonably be expected (A) to nullifyto, materially impede, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impedewith, delay, postpone, prevent, discourage or materially and adversely affect or prevent the timely 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 (I) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its Subsidiaries (other than the Merger); and (ivII) against any other actiona sale, agreement lease or transaction submitted for approval to the shareholders transfer of a material amount of assets of the Company that would constitute an Alternative Proposalor 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. (b) Any such vote will be cast Each Stockholder hereby waives, and agrees not to exercise or consent will be given assert, any appraisal or similar rights (including under Section 262 of the DGCL) in accordance connection with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consent. Merger. (c) The obligations of the Shareholder set forth each Stockholder specified in this Section 1.1 2.1 shall apply whether or not the Company breaches Merger or threatens to breach any action described above is recommended by the Board of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations Directors of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its termsCompany (or any committee thereof).

Agreement to Vote. (a) The Shareholder Subject to the terms and conditions hereof, each Stockholder hereby irrevocably and unconditionally agrees that, from and after the date hereof and until this Agreement terminates pursuant to the terms hereofTermination Date, at the Company Meeting or any other meeting of the shareholders holders of the CompanyCompany common stock, however called, and at every adjournment or postponement thereof, or in connection with any written consent of the shareholders holders of the CompanyCompany common stock, relating to any proposed action by the shareholders of the Company with respect to the matters set forth in Section 1.1(a)(ii) below, the Shareholder shall: such Stockholder shall (ix) appear at each such meeting or otherwise cause the Subject all of such Stockholder’s Shares to be counted as present thereat for purposes of establishing calculating a quorum; and quorum and respond to any other request by the Company or Parent for written consent, if any, and (iiy) to the extent such Stockholder has the ability to do so as set forth on Schedule A attached hereto, vote or consent (or cause to be voted or consented), in person or by proxy, all Subject voted) such Stockholder’s Shares owned by the Shareholder (i) in favor of adoption and approval of the Merger Agreement and the Merger and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and (ii) except as otherwise agreed to in writing in advance by the Company and Parent, against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (A) any Takeover Proposal (other than a Superior Proposal); (B) any other action involving the Company or its subsidiaries which has the effect of impeding, interfering with, delaying, postponing, or impairing (I) the ability of the Company’s shareholders requested in furtherance thereof, Company to consummate the Merger on or prior to the Outside Date or (iiII) against the Transactions or (C) any action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of condition to the Company contained in the Merger Agreement or of the Shareholder contained in this Agreement; (iii) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullify, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation of the Merger or the other transactions contemplated by set forth in Article VI of the Merger Agreement; and (iv) against Agreement not being fulfilled on or prior to the Outside Date. Each such Stockholder shall not enter into any other action, agreement or transaction submitted for approval understanding with any person or entity prior to the shareholders termination of the Company that would constitute an Alternative Proposal. (b) Any such this Agreement to vote will be cast or consent will be given in accordance with the procedures applicable thereto so any manner inconsistent herewith. Except as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consent. The obligations of the Shareholder set forth in this Section 1.1 1, such Stockholder shall apply whether not be restricted from voting in favor of, against or not abstaining with respect to any matter presented to the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations stockholders of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its termsCompany.

Agreement to Vote. (a) The Shareholder Stockholder hereby irrevocably agrees thatagrees, from and after the date hereof and until the date on which this Agreement terminates is terminated pursuant to the terms hereofSection 4.01, at the Company Meeting or any other meeting of the shareholders stockholders of the Company, however called, and at every any adjournment or postponement thereof, or and in connection with any written consent of the shareholders stockholders of the Company, relating to any proposed action by the shareholders of the Company in each case called or provided with respect to any of the matters set forth described in Section 1.1(a)(ii) belowthe following clause (ii), the Shareholder shall: (i) to appear at each such meeting or otherwise cause the Subject Shares that the Stockholder is entitled to vote to be counted as present thereat for purposes of establishing a quorum; and and (ii) to vote (or deliver a duly executed written consent in lieu thereof) all of the Shares that the Stockholder is entitled to vote (or deliver a duly executed written consent with respect thereto) at the time of any vote or written consent (A) to adopt the Merger Agreement, and approve any actions related thereto as and when such Merger Agreement or cause such other actions are submitted for the consideration and vote of the stockholders of the Company, (B) against any Acquisition Proposal, without regard to be voted the terms of such Acquisition Proposal, or consented)any other transaction, proposal, agreement or action made in person or by proxy, all Subject Shares owned by the Shareholder (i) in favor of approval opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger and any the other action of transactions contemplated by the Company’s shareholders requested in furtherance thereofMerger Agreement, (iiC) against any action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to result in (x) a breach of or failure to perform any covenantrepresentation, representation or warranty or any other obligation warranty, covenant or agreement of the Company contained in under the Merger Agreement or (y) any of the Shareholder contained conditions set forth in this Agreement; Article 7 of the Merger Agreement not being satisfied, (iiiD) except as expressly contemplated by the Merger Agreement or approved in writing by Parent, against any action that would change in any manner the capitalization of the Company, including the voting rights of any stockholders of the Company, and (E) against any amendment of the Company’s articles of incorporation other action that is intended or bylawscould prevent, or other proposalimpede, action or transaction involving the Company or or, in any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullifymaterial respect, interfere with or be inconsistent with delay the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; and (iv) against any other action, agreement or transaction submitted for approval to the shareholders of the Company that would constitute an Alternative Proposal. (b) Any Nothing in this Agreement, including this Section 1.01, shall limit or restrict the Stockholder, or any Affiliate or designee of the Stockholder, who serves as a member of the Company Board or as an officer of the Company in acting in his or her capacity as a director or officer of the Company and exercising his or her fiduciary duties and responsibilities in such capacity; it being understood that this Agreement shall apply to the Stockholder solely in the Stockholder’s capacity as a stockholder of the Company and shall not apply to the Stockholder’s, Affiliate’s or designee’s actions, judgments or decisions as a director or officer of the Company. (c) Notwithstanding anything to the contrary herein, in the event that a vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consent. The obligations of the Shareholder set forth in this Section 1.1 shall apply whether or not stockholders of the Company breaches is required in order to effect an amendment to the Merger Agreement that reduces the amount or threatens to breach any changes the form of its representations, warranties, covenants or agreements set forth consideration payable in respect of each share of Company Common Stock in the Merger Agreement. Notwithstanding or otherwise amends the Merger Agreement in a manner adverse to the Stockholder (any such amendment, an “Adverse Amendment”), the provisions of this Section 1.01 shall not apply with respect to the Stockholder’s vote or consent with respect to such Adverse Amendment. (d) In furtherance of, and without limiting the generality of, the foregoing, immediately following the obligations of the Shareholder set forth in this Section 1.1 shall terminate upon termination execution of this Agreement and the Merger Agreement, the Stockholder shall execute and deliver to the Company (with a copy thereof to Parent) an action by written consent of the Stockholder in the form attached hereto as Exhibit A (the “Written Consent”), which Written Consent shall be irrevocable in accordance with its terms.

Agreement to Vote. Sponsor hereby agrees that from the date hereof until the earlier of the Closing Date or earlier termination of the Merger Agreement, Sponsor shall: (a) The Shareholder hereby irrevocably agrees that, from vote (or cause to be voted) or execute and after the date hereof deliver a written consent (or cause a written consent to be executed and until this Agreement terminates pursuant to the terms hereof, delivered) at the Company Meeting or any other meeting of the shareholders stockholders of the CompanyAcquiror, however called, and or at every any adjournment or postponement thereof, or in connection with any written other circumstance in which the vote, consent or other approval of the shareholders stockholders of Acquiror is sought, all of Sponsor’s voting Subject Acquiror Equity Securities (i) in favor of the CompanyTransaction Proposals, relating (ii) against any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Acquiror with a third party (other than the Merger Agreement and the transactions contemplated thereby), (iii) against any proposal in opposition to any proposed action by the shareholders approval of the Company Merger Agreement or in competition with or inconsistent with the Merger Agreement or the transactions contemplated thereby, and (iv) against any proposal, action or agreement that would (1) impede, frustrate, prevent or nullify any provision of this Sponsor Support Agreement, the Merger Agreement or the transactions contemplated thereby (including, without limitation, any action that would result in (x) a breach in any respect to of any covenant, representation, warranty or any other obligation or agreement of Acquiror or Merger Sub under the matters Merger Agreement or (y) any of the conditions set forth in Section 1.1(a)(iiArticle X of the Merger Agreement not being fulfilled) belowor (2) change in any manner the dividend policy or capitalization of, including the Shareholder shall:voting rights of any class of capital stock of, Acquiror; (ib) appear at each such any meeting of the stockholders of Acquiror, however called, or at any adjournment thereof, in person or by proxy, or otherwise cause the all of such holder’s voting Subject Shares Acquiror Equity Securities to be counted as present thereat for purposes of establishing a quorum; and; (iic) vote not redeem, elect to redeem or consent (tender or cause to be voted or consented), in person or by proxy, all Subject Shares owned by the Shareholder (i) in favor of approval of the Merger Agreement and any other action of the Company’s shareholders requested in furtherance thereof, (ii) against any action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Shareholder contained in this Agreement; (iii) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action or transaction involving the Company or submit any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullify, interfere with or be inconsistent Subject Acquiror Equity Securities for redemption in connection with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreementthereby; and (iv) against any other action, agreement or transaction submitted for approval to the shareholders of the Company that would constitute an Alternative Proposal.and (bd) Any such vote will be cast not commit or consent will be given in accordance agree to take any action inconsistent with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consent. The obligations of the Shareholder set forth in this Section 1.1 shall apply whether or not the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its terms.

Agreement to Vote. (a) The Shareholder Each Stockholder hereby irrevocably and unconditionally agrees that, from and after that during the period beginning on the date hereof and until this Agreement terminates pursuant to ending on the terms hereofTermination Date, it shall, at the Company Meeting or any other meeting of the shareholders of the Company, however called, and at every adjournment or postponement thereof, or in connection with any written consent of the shareholders of the Company, relating to any proposed action by the shareholders stockholders of the Company with respect (whether annual or special and whether or not an adjourned or postponed meeting, including the Company Stockholders Meeting), however called (the date of the taking of any such action being an applicable “Determination Date”), each Stockholder shall, in each case to the matters set forth in Section 1.1(a)(ii) below, the Shareholder shall: (i) fullest extent that such Stockholder’s Shares are entitled to vote thereon: appear at each such meeting or otherwise cause the Subject such Stockholder’s Shares to be counted as present thereat for purposes of establishing a quorum; and (iii) vote or consent (vote, or cause to be voted or consented)at such meeting, in person or by proxy, all Subject Shares owned by the Shareholder of such Stockholder’s Shares: (iA) in favor of the approval and adoption of (1) the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Mergers, and (2) any other action of the Company’s shareholders requested related proposal in furtherance thereof, including in favor of any proposal to adjourn or postpone to a later date 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 if there are not sufficient votes for approval of such matters on the date on which the meeting is held; and (iiB) against (1) any Acquisition Proposal or any related proposal in furtherance thereof; (2) any action or agreement submitted for approval of that is in opposition to the shareholders of the Company Mergers or that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Shareholder contained in this Agreement; (iii) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, Subsidiaries contained in the Merger Agreement; and (3) any other action or transaction that would reasonably be expected (A) to nullifyimpede, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impedewith, delay, postpone, preventfrustrate the purposes of, discourage or materially and adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; and (iv) against any other action, agreement including the Mergers, or transaction submitted for approval to this Agreement or the shareholders of performance by the Company that would constitute an Alternative Proposalof its obligations under the Merger Agreement. (b) Any such vote will required to be cast pursuant to this Section 2.1 shall be cast or consent will be given executed in accordance with the applicable procedures applicable relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of that vote. Any attempt by a Stockholder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of) such Stockholder’s Shares in contravention of this Section 2.1 shall be null and void ab initio. If a Stockholder is the beneficial owner, but not the holder of record, of any Shares, such Stockholder agrees to take all actions necessary to cause the holder of record and any nominees to vote all of such Shares in accordance with this Section 2.1. For the avoidance of doubt, Xxxxxxx Xxxxxxxxxxx shall take all actions necessary to exercise his rights under the Founder Voting Agreements to cause the Shares covered by the Founder Voting Agreements to be voted in accordance with and pursuant to Section 2.1(a). To the extent a Stockholder does not fully control the determinations of such stockholder entity, such Stockholder agrees to exercise all voting or consent. The obligations other rights it has in such entity to carry out the intent and purposes of the Shareholder support and voting obligations in this Section 2.1 or otherwise set forth in this Section 1.1 shall apply whether or not the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding For the foregoingavoidance of doubt, the obligations of foregoing commitments apply to any Shares held by any trust, limited partnership or other entity holding Shares over which the Shareholder set forth applicable Stockholder exercises direct or indirect voting control. (c) Nothing in this Section 1.1 Agreement shall terminate upon termination obligate any Stockholder to exercise any option or any other right to acquire any shares of this Agreement in accordance with its termsCompany Common Stock.

Agreement to Vote. (a) The Shareholder hereby Subject to the Registration Statement being declared effective and until the termination of this Agreement in accordance with Section 3 or the earlier termination of voting obligations pursuant to the last paragraph of this Section 1, the Shareholder, solely in his, her or its capacity as a shareholder or proxy holder of the Company, irrevocably and unconditionally agrees that, from and after the date hereof and until this Agreement terminates pursuant to the terms hereof, at the Company Meeting or any other meeting of the shareholders of the CompanyCompany (whether annual or special and whether or not an adjourned or postponed meeting, however called, called and at every including any adjournment or postponement thereof, or ) and in connection with any written consent consent, resolution, or other action of the shareholders of the Company, relating to any proposed action by the shareholders of the Company with respect to the matters set forth in Section 1.1(a)(ii) below, the such Shareholder shall, and shall cause any other holder of any of such Shareholder’s Covered Shares to: (ia) when such meeting is held, appear at each such meeting or otherwise cause the Subject Shareholder’s Covered Shares to be counted as present thereat for purposes the purpose of establishing a quorum; and; (iib) vote (or consent execute and return an action by written consent, resolution, or other action), or cause to be voted at such meeting (or validly execute and return and cause such consent, resolution or other action to be granted with respect to), all of such Shareholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent, resolution or other action is executed by such Shareholder) in favor of approving the Business Combination Agreement and the transactions contemplated by the Business Combination Agreement (the “Transactions”) and the adoption of the Business Combination Agreement and any other matters necessary or reasonably requested by the Company for consummation of the Transactions; (c) in any other circumstances upon which a consent, resolution or other approval is required under the Company’s Organizational Documents or otherwise sought with respect to the Business Combination Agreement or the Transactions, vote, consent, resolve or approve (or cause to be voted voted, consented, resolved or consentedapproved) all of such Shareholder’s Covered Shares held at such time in favor thereof; (d) vote (or execute and return an action by written consent, resolution or other action), in person or by proxycause to be voted at such meeting (or validly execute and return and cause such consent, resolution or other action to be granted with respect to), all Subject of such Shareholder’s Covered Shares owned by the Shareholder against (i) any Company Alternative Proposal or any proposal relating to a Company Alternative Proposal (in favor of approval of each case, other than the Merger Agreement and any other action of the Company’s shareholders requested in furtherance thereof, Transactions); (ii) any merger agreement or merger (other than the Business Combination Agreement and the Mergers), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company; and (iii) against any proposal, action or agreement submitted for approval that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the shareholders Business Combination Agreement or the Mergers, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company that would reasonably be expected to under the Business Combination Agreement, (C) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Shareholder contained in this Agreement; (iii) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action (D) result or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullify, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation result in any of the Merger or the other transactions contemplated by the Merger Agreement; and (iv) against any other action, agreement or transaction submitted for approval to the shareholders conditions set forth in Article VII of the Company that would constitute an Alternative Proposal. (b) Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consentBusiness Combination Agreement not being fulfilled. The obligations of the each Shareholder set forth in pursuant to this Section 1.1 shall apply whether or not the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations of the Shareholder set forth in this Section 1.1 1 shall terminate upon termination the earliest to occur of this (a) the date the Business Combination Agreement in accordance with shall have been validly terminated pursuant to its terms, (b) a Company Change of Recommendation, and (c) the Second Merger Effective Time.

Agreement to Vote. (a) The Shareholder hereby irrevocably agrees that, from and after From the date hereof and until the termination of this Agreement terminates pursuant in accordance with Section 5.1, except to the terms hereofextent waived in writing by Parent in its sole and absolute discretion, at the Company Meeting or any other meeting of the shareholders stockholders of the Company, however called, and or at every any adjournment or postponement thereof, or in connection with any written consent of the shareholders stockholders of the Company or in any other circumstances upon which a vote, consent or other approval of all or some of the stockholders of the Company is sought, each Company 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 term of this Agreement that are entitled to vote at such meeting or in such written consent (collectively, the “Voting Shares”): (a) in favor of adoption of the Merger Agreement; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) 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 (iii) any other action, relating 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 materially adversely affect the Offer, the Merger, the Merger Agreement, any proposed action of the transactions contemplated by the shareholders 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 with respect to is held, each Company Stockholder shall, or shall cause the matters set forth in Section 1.1(a)(ii) belowholder of record of its Voting Shares on any applicable record date to, the Shareholder shall: (i) appear at each such meeting or otherwise cause the Subject its Voting Shares to be counted as present thereat for purposes of establishing a quorum; and. (iic) Each Company Stockholder shall not enter into any agreement or understanding with any Person to vote or consent (or cause to be voted or consented), give instructions in person or by proxy, all Subject Shares owned by the Shareholder (i) in favor of approval of the Merger Agreement and any other action of the Company’s shareholders requested in furtherance thereof, (ii) against any action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Shareholder contained in this Agreement; (iii) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullify, interfere with or be manner inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation terms of the Merger or the other transactions contemplated by the Merger Agreement; and (iv) against any other action, agreement or transaction submitted for approval to the shareholders of the Company that would constitute an Alternative Proposalthis Section 1.2. (bd) Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consentEACH COMPANY STOCKHOLDER HEREBY IRREVOCABLY GRANTS TO AND APPOINTS DXXXX X. XXXXXXX AND PXXX X. XXXXXX, 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 (WITH 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) WITH 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 THE SAME EXTENT AND WITH THE SAME EFFECT AS SUCH COMPANY STOCKHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, RULES AND REGULATIONS. The obligations of the Shareholder set forth in this Section 1.1 shall apply whether or not the Company breaches or threatens to breach any of its representationsTHE 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, warrantiesAND NO SUBSEQUENT PROXY (WHETHER REVOCABLE OR IRREVOCABLE) OR POWER OF ATTORNEY SHALL BE GIVEN BY SUCH COMPANY STOCKHOLDER, covenants or agreements set forth in the Merger AgreementEXCEPT AS REQUIRED BY ANY LETTER OF TRANSMITTAL IN CONNECTION WITH THE OFFER. Notwithstanding the foregoingTHE PARTIES ACKNOWLEDGE AND AGREE THAT NEITHER PARENT, the obligations of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its termsNOR 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), OTHER THAN FOR A BREACH OF THIS SECTION 1.2(d). NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL TERMINATE UPON TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS.

Agreement to Vote. (a) The Shareholder hereby irrevocably agrees that, from Prior to the Expiration Date and after the date hereof and until this Agreement terminates pursuant subject to the terms hereofof this Agreement, Stockholder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the shareholders stockholders of the Company, however called, and at every adjournment including any adjournment, recess or postponement thereof, or in connection with any 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 is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2 is to be considered, Stockholder shall (solely in its capacity as a stockholder of the Company), relating to any proposed action by unless the shareholders Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Company Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with respect to the matters set forth in Section 1.1(a)(ii) belowprovisions of the Merger Agreement, the Shareholder shall: (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Subject 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 quorum; and quorum is present and respond to each request by the Company for written consent, 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 consent (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 Subject of the Covered Shares owned by (to the Shareholder extent the Covered Shares may vote on the matter in question) outstanding as of such record date: (ia) in favor of the adoption and approval of the Merger Agreement and any other action of the Company’s shareholders requested in furtherance thereof, Merger; (iib) against any action action, proposal, agreement or agreement submitted for approval of the shareholders of the Company transaction (including any Acquisition Proposal) that would reasonably be expected expected, or the effect of which would reasonably be expected, to 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 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 Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement Agreement, or of the Shareholder Stockholder contained in this Agreement; or (iiiii) against any amendment of the Company’s articles conditions to the consummation of incorporation the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or bylaws, or other proposal, action or transaction involving postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or any the Special Committee in order to seek or obtain approval of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullify, interfere with or be inconsistent with the adoption of the Merger Agreement or the transactions contemplated thereby (including any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Stockholder to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; and (iv) against any other action, agreement or transaction submitted for approval to the shareholders of the Company that would constitute an Alternative Proposal. (b) Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consent. The obligations of the Shareholder set forth in this Section 1.1 shall apply whether or not the Company breaches or threatens to breach any of its representations, warranties, covenants Stockholder’s Covered Shares in a manner that violates or agreements set forth in breaches the Merger Agreement. Notwithstanding the foregoing, the obligations of the Shareholder set forth in this Section 1.1 shall terminate upon termination terms of this Agreement in accordance with its termsshall be null and void ab initio.

Agreement to Vote. (a) The Shareholder Subject to the terms of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that, from and after during the date hereof and until time this Agreement terminates pursuant to the terms hereofis in effect, at the Company Meeting any annual or any other special meeting of the shareholders stockholders of the Company, however called, and at every including any adjournment or postponement thereof, or and in connection with any action proposed to be taken by written consent of the shareholders stockholders of the Company, relating to any proposed action by the shareholders of the Company with respect such Stockholder shall, in each case to the matters set forth in Section 1.1(a)(ii) below, the Shareholder shall: fullest extent that such Stockholder’s Subject Securities are entitled to vote thereon: (ia) appear at each such meeting or otherwise cause the all such Subject Shares Securities to be counted as present thereat for purposes of establishing determining a quorum; and and (iib) be present (in person or by proxy) and vote or consent (or cause to be voted or consentedvoted), in person or by proxydeliver (or cause to be delivered) a written consent with respect to, all of his or its Subject Shares owned by the Shareholder Securities (i) in favor of approval of the Merger Agreement and any other action of the Company’s shareholders requested in furtherance thereof, (ii) against any action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement Agreement, or of the Shareholder any Stockholder contained in this Agreement, or (B) result in any of the conditions set forth in Article VIII or Annex I of the Merger Agreement not being satisfied on or before the Outside Date; (ii) against any change in the membership of the Company Board and (iii) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullify, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impede, delay, postpone, prevent, discourage or materially Takeover Proposal and adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; and (iv) against any other action, agreement or transaction submitted involving the Company that is intended, or would reasonably be expected, to impede, interfere with, delay, postpone or prevent the consummation of the Offer or the Merger, including (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Merger), (B) any sale, lease, license or transfer of a material amount of assets (including, for approval to the shareholders avoidance of doubt, intellectual property rights, but excluding for the avoidance of doubt, any licenses of intellectual property rights permitted by the terms of the Merger Agreement)) of the Company that would constitute an Alternative Proposal. (b) Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote any reorganization, recapitalization or consent. The obligations liquidation of the Shareholder Company, or (C) any amendment to the Company Certificate of Incorporation or Company Bylaws. Subject to the proxy granted under Section 1.3, each Stockholder shall retain at all times the right to vote such Stockholder’s Subject Securities in such Stockholder’s sole and absolute discretion, and without any other limitation, on any matters other than those expressly set forth in this Section 1.1 shall apply whether 1.2 that are at any time or not from time to time presented for consideration to the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its termsCompany’s stockholders generally.

Agreement to Vote. (a) The Shareholder Each Stockholder (severally and not jointly) hereby irrevocably and unconditionally agrees that, from and after that during the date hereof and until term of this Agreement terminates pursuant to the terms hereofAgreement, at the Company Stockholder Meeting or and at any other meeting of the shareholders stockholders of the Company, however called, and at every including any adjournment or postponement thereof, or and in connection with any action proposed to be taken by written consent of the shareholders stockholders of the Company, relating to any proposed action by the shareholders of the Company with respect such Stockholder shall, in each case to the matters set forth in Section 1.1(a)(ii) below, fullest extent that the Shareholder shallCovered Shares of such Stockholder are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause the Subject Covered Shares to be counted as present thereat for purposes of establishing calculating a quorum; and (ii) vote or consent (or cause to be voted or consentedvoted), in person or by proxy, or deliver (or cause to be delivered) a written consent (if then permitted under the Company’s certificate of incorporation) covering, all Subject of such Covered Shares owned by the Shareholder (iA) in favor of the adoption and approval of the Merger Agreement and any other action approval of the Company’s shareholders requested in furtherance thereofMerger and other transactions contemplated by the Merger Agreement, (iiB) 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 action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to result in a breach of any covenant, representation or warranty Acquisition Proposal or any other obligation or action, agreement of the Company contained in the Merger Agreement or of the Shareholder contained in this Agreement; (iii) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction Subsidiaries that would reasonably be expected (A) to nullifymaterially impede, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impedewith, delay, postpone, prevent, discourage or materially and adversely affect or prevent the timely 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); and (ivII) against any other actiona sale, agreement lease or transaction submitted for approval to the shareholders transfer of a material amount of assets of the Company that would constitute an Alternative Proposalor 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. (b) Any such vote will be cast Each Stockholder hereby waives, and agrees not to exercise or consent will be given assert, any appraisal or similar rights (including under Section 262 of Delaware Law) in accordance connection with the procedures applicable thereto so Merger. (c) Except as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consent. The obligations of the Shareholder set forth in this Section 1.1 shall apply whether or not the Company breaches or threatens to breach any of its representations2.01, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations of the Shareholder set forth nothing in this Section 1.1 Agreement shall terminate upon termination limit the right of this Agreement each Stockholder to vote in accordance favor of, against or abstain with its termsrespect to any matters presented to the Company’s stockholders.

Agreement to Vote. (a) The Shareholder Subject to the terms and conditions hereof, each Stockholder hereby irrevocably and unconditionally agrees that, from and after the date hereof and until this Agreement terminates pursuant to the terms hereofTermination Date, at the Company Meeting or any other meeting of the shareholders holders of the CompanyCompany Common Stock, however called, and at every adjournment or postponement thereof, or in connection with any written consent of the shareholders holders of the CompanyCompany Common Stock, relating to any proposed action by the shareholders of the Company with respect to the matters set forth in Section 1.1(a)(ii) below, the Shareholder shall: such Stockholder shall (i) appear at each such meeting or otherwise cause the Subject all of such Stockholder’s Shares to be counted as present thereat for purposes of establishing calculating a quorum; and quorum and respond to any other request by the Company or Parent for written consent, if any, and (ii) vote or consent (or cause to be voted or consented)voted) such Stockholder’s Shares, in person or by proxy, all Subject Shares owned by the Shareholder (ix) in favor of (A) approval of the Merger and the other transactions contemplated by the Merger Agreement and (B) any other matter that is required to facilitate the consummation of the Merger and the other transactions contemplated by the Merger Agreement, including without limitation any adjournment or postponement of such meeting, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes at the time of such meeting to approve the adoption of the Merger, and (y) against (A) any Takeover Proposal, (B) any proposal made in opposition to or in competition with the Merger, or would result in a breach of the Merger Agreement, or (C) any other action of involving the Company’s shareholders requested in furtherance thereof, (ii) against Company or any action or agreement submitted for approval of the shareholders Subsidiary of the Company that would reasonably be expected to result in a breach have the effect of any covenantimpeding, representation materially interfering with, materially delaying, materially postponing, or warranty or any other obligation or agreement otherwise impairing the ability of the Company contained in the Merger Agreement or of the Shareholder contained in this Agreement; (iii) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullify, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including consummate the Merger). Subject to the terms and conditions hereof, or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; and (iv) against no Stockholder shall enter into any other action, agreement or transaction submitted for approval understanding with any Person prior to the shareholders termination of this Agreement to vote in any manner inconsistent herewith. Subject to the Company that would constitute an Alternative Proposal. (b) Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present terms and for purposes of effectuating and recording the results of such vote or consent. The obligations of the Shareholder set forth in this Section 1.1 shall apply whether or not the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoingconditions hereof, the obligations of the Shareholder set forth each Stockholder specified in this Section 1.1 1(a) shall terminate upon termination not be affected by the commencement, public proposal, public disclosure or communication to the Company of this Agreement in accordance with its termsany Takeover Proposal prior to the Termination Date.

Agreement to Vote. (a) The Shareholder Subject to the terms and conditions hereof, the Stockholder hereby irrevocably and unconditionally agrees that, from and after the date hereof and until this Agreement terminates pursuant to the terms hereofTermination Date, at the Company Meeting or any other meeting of the shareholders holders of the CompanyCompany Capital Stock, however called, and at every adjournment or postponement thereof, or in connection with any written consent of the shareholders holders of the CompanyCompany Capital Stock, relating to any proposed action by the shareholders of the Company with respect to the matters set forth in Section 1.1(a)(ii) below, the Shareholder shall: such Stockholder shall (i) appear at each such meeting or otherwise cause the Subject all of such Stockholder’s Shares to be counted as present thereat for purposes of establishing calculating a quorum; and quorum and respond to any other request by the Company or Parent for written consent, if any, and (ii) vote or consent (or cause to be voted voted) such Stockholder’s Shares or consented)grant consent, in person or by proxy, all Subject Shares owned by the Shareholder as applicable (ix) in favor of (A) approval of the Merger and the other transactions contemplated by the Merger Agreement and (B) any other matter that is required to facilitate the consummation of the Merger and the other transactions contemplated by the Merger Agreement, including without limitation any adjournment or postponement of such meeting, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes at the time of such meeting to approve the adoption of the Merger, and (y) against (1) any Company Takeover Proposal, (2) any proposal made in opposition to or in competition with the Merger, or which would result in a breach of the Merger Agreement, or (3) any other action of involving the Company’s shareholders requested in furtherance thereof, (ii) against Company or any action or agreement submitted for approval of the shareholders Subsidiary of the Company that would reasonably be expected to result in a breach have the effect of any covenantimpeding, representation materially interfering with, materially delaying, materially postponing, or warranty or any other obligation or agreement otherwise impairing the ability of the Company contained in the Merger Agreement or of the Shareholder contained in this Agreement; (iii) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullify, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including consummate the Merger). Subject to the terms and conditions hereof, or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; and (iv) against Stockholder shall not enter into any other action, agreement or transaction submitted for approval understanding with any Person prior to the shareholders termination of this Agreement to vote in any manner inconsistent herewith. Subject to the Company that would constitute an Alternative Proposal. (b) Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present terms and for purposes of effectuating and recording the results of such vote or consent. The obligations of the Shareholder set forth in this Section 1.1 shall apply whether or not the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoingconditions hereof, the obligations of the Shareholder set forth Stockholder specified in this Section 1.1 1(a) shall terminate upon termination not be affected by the commencement, public proposal, public disclosure or communication to the Company of this Agreement in accordance with its termsany Company Takeover Proposal prior to the Termination Date.

Agreement to Vote. (a) The Shareholder Stockholder hereby irrevocably and unconditionally agrees that, from and after during the date hereof and until term of this Agreement terminates pursuant to the terms hereofAgreement, at the Company Stockholders’ Meeting or and at any other meeting of the shareholders stockholders of the Company, however called, and at every including any adjournment or postponement thereof, or and in connection with any written consent of the shareholders of the Company, relating to any proposed action by the shareholders stockholders of the Company with respect (the date of the taking of any such action being an applicable “Determination Date”), Stockholder shall, in each case, to the matters set forth fullest extent that the Covered Company Shares are entitled to vote thereon or consent thereto, or in Section 1.1(a)(ii) belowany other circumstance in which the vote, consent or other approval of the Shareholder shall: stockholders of the Company is sought: (i) appear at each such meeting or otherwise cause the Subject Stockholder’s Covered Company Shares to be counted as present thereat for purposes of establishing calculating a quorum; and and (ii) vote or 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 Subject of Stockholder’s Covered Company Shares owned by the Shareholder (iA) in favor of the approval and adoption of the Merger, the Merger Agreement and any other action in furtherance of the Company’s shareholders requested consummation of the Merger and the related transactions; (B) in furtherance thereoffavor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger; (iiC) against any Acquisition Proposal (including any Superior Proposal and other than the Merger); and (D) against any other agreement, transaction, action or agreement submitted for approval of the shareholders of the Company omission that is intended to, or would reasonably be expected to result in a breach of any covenantto, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Shareholder contained in this Agreement; (iii) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullifyimpede, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impedewith, delay, postpone, preventdiscourage, discourage frustrate the purposes of or materially and adversely affect the timely consummation of the Merger Mergers or the other transactions contemplated by the Merger Agreement; and (iv) against any other action, agreement Agreement or transaction submitted for approval to this Agreement or the shareholders of performance by the Company that would constitute an Alternative Proposalof its obligations under the Merger Agreement or by Stockholder of its obligations under this Agreement. (b) Any such vote will required to be cast or consent will required to be given executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures applicable 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 effectuating and recording the results of such that vote or consent. The obligations of the Shareholder set forth Stockholder in this Section 1.1 2.1 shall apply whether or not the Company breaches Merger or threatens to breach any action above is recommended by the Board of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations Directors of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its termsCompany (or any committee thereof).

Agreement to Vote. Subject to the earlier termination of this Agreement in accordance with Section 3, 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 (aor effective as of) The Shareholder hereby 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 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 agrees that, from and after the date hereof and until this Agreement terminates pursuant to the terms hereof, at the Company Meeting or any other meeting of the shareholders securityholders of the CompanyCompany (whether annual or special and whether or not an adjourned or postponed meeting, however called, called and at every including any adjournment or postponement thereof, ) or in connection with any written consent of the shareholders securityholders of the Company, relating to the Securityholder shall, and shall cause any proposed action by the shareholders other holder of record of any of the Company with respect to the matters set forth in Section 1.1(a)(ii) below, the Shareholder shallSecurityholder’s Covered Securities to: (ia) when such meeting is held, appear at each such meeting or otherwise cause the Subject Shares 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), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Covered Securities owned as of the record date for such meeting (or 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 adjourn such meeting at which there is a proposal for securityholders of the Company to adopt the Merger Agreement to 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 constitute a quorum; and (iic) vote (or consent (execute and return an action by written consent), or cause to be voted at such meeting , or consented), in person or by proxyvalidly execute and return and cause such consent to be granted with respect to, all Subject Shares owned by the Shareholder (i) in favor of approval of the Merger Agreement Covered Securities against any Acquisition Proposal and any other action of the Company’s shareholders requested in furtherance thereof, (ii) against any action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to (i) impede, frustrate, prevent, interfere with, nullify, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement, (ii) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained under the Merger Agreement, (iii) result in any of the conditions set forth in Article X of the Merger Agreement not being fulfilled, (iv) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Shareholder Securityholder contained in this Agreement; (iii) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullify, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (Bv) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect change in any manner the timely consummation voting rights of the Merger or the other transactions contemplated any class of Company Stock (including by the Merger Agreement; and (iv) against any other action, agreement or transaction submitted for approval amendment to the shareholders Company Governing Documents), the exercise provisions of the Company that would constitute an Alternative Proposal. (b) Any such vote will be cast Warrants, or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consent. The obligations conversion provisions of the Shareholder set forth in this Section 1.1 shall apply whether Company Convertible Notes, except pursuant to any arrangements entered into on or not prior to the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its termsdate hereof that have been reviewed by Acquiror.

Agreement to Vote. (a) The Shareholder hereby irrevocably agrees that, from and after the date hereof and until this Agreement terminates pursuant Subject to the terms hereofof this Agreement, each Shareholder hereby covenants and agrees, severally and not jointly, that during the term of this Agreement, at the Company Shareholders Meeting or and at any other meeting of the shareholders holders of the CompanyShares, however called, and at every including any adjournment or postponement thereof, or and in connection with any written consent of the shareholders holders of Shares, or in any other circumstance upon which a vote, consent or other approval of the Companyholders of Shares is sought, relating to any proposed action by the shareholders of the Company with respect such Shareholder shall, in each case, to the fullest extent that such matters set forth in Section 1.1(a)(ii) beloware submitted for the vote, written consent or approval of such Shareholder and that the Shareholder shallCovered Shares are entitled to vote thereon or consent thereto: (ia) appear at each any such meeting or otherwise cause the Subject Covered Shares to be counted as present thereat for purposes of establishing calculating a quorum; and (iib) vote or 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 Subject of the Covered Shares owned by the Shareholder (iA) in favor of the approval of the Merger Agreement and any other action of the Company’s shareholders requested related proposal in furtherance thereof, thereof and/or in furtherance of effecting the Merger and the other Transactions; (iiB) against any action or agreement submitted for approval the vote or written consent of the shareholders holders of the Company Shares that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in under the Merger Agreement or that is otherwise in opposition to the Merger or any of the Shareholder contained in this Agreementother Transactions; (iiiC) against any amendment of the Company’s articles of incorporation or bylaws, or extraordinary corporate transaction (other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullify, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including than the Merger), such as a merger, consolidation, business combination, tender or (B) to otherwise impedeexchange offer, delayreorganization, postponerecapitalization, preventliquidation, discourage sale or materially and adversely affect the timely consummation transfer of all or substantially all of the Merger assets or securities of the Company and any of its subsidiaries (other transactions contemplated by than pursuant to the Merger AgreementMerger) or any other Takeover Proposal; and (ivD) against any other action, agreement or transaction submitted for approval 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 shareholders of the Company that would constitute an Alternative Proposal. (b) Covered Shares. Any such vote will shall be cast (or consent will shall be given given) by such Shareholder in accordance with the such procedures applicable relating thereto so as to will ensure that it he or she is duly counted counted, including for purposes of determining that whether a quorum is present and for purposes 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 effectuating and recording the results of such vote or consentCompany. 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 this Section 1.1 shall apply whether or not 2.1 until the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its termsSection 5.1, to the 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. (a) The Shareholder Subject to the terms of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that, from and after the date hereof and until this Agreement terminates pursuant to the terms hereofis validly terminated in accordance with Section 5.2, at the Company Meeting any annual or any other special meeting of the shareholders stockholders of the Company, however called, and at every including any adjournment or postponement thereof, or and in connection with any action proposed to be taken by written consent of the shareholders stockholders of the Company, relating to any proposed action by the shareholders of the Company with respect such Stockholder shall, in each case to the matters set forth in Section 1.1(a)(ii) below, the Shareholder shall: fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (ia) appear at each such meeting or otherwise cause the all such Subject Shares to be counted as present thereat for purposes of establishing determining a quorum; and and (iib) be present (in person or by proxy) and vote or consent (or cause to be voted or consentedvoted), in person or by proxydeliver (or cause to be delivered) a written consent with respect to, all of its Subject Shares owned by the Shareholder (i) in favor of approval of the Merger Agreement and any other action of the Company’s shareholders requested in furtherance thereof, (ii) against any action action, agreement or agreement submitted for approval of the shareholders of the Company transaction that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement Agreement, or of the Shareholder any Stockholder contained in this AgreementAgreement or (B) result in any of the conditions set forth in Article VII or Exhibit A of the Merger Agreement not being satisfied 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 amendment of the Company’s articles of incorporation or bylawsAcquisition Proposal and against any other action, or other proposal, action agreement or transaction involving the Company that is intended, or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullifyimpede, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impedewith, delay, postpone, prevent, discourage or materially and adversely affect or prevent the timely consummation of the Offer or the Merger or the other transactions contemplated by the Merger Agreement; and (iv) against . 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 action, agreement or transaction submitted for approval to the shareholders of the Company that would constitute an Alternative Proposal. (b) Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consent. The obligations of the Shareholder than those set forth in this Section 1.1 1.2 that 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 (A) the Company breaches Offer or threatens to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreementor any action described above is recommended by the Board or (B) there has been any Adverse Recommendation Change. Notwithstanding the foregoing, the obligations of the Shareholder Except as set forth in this Section 1.1 shall terminate upon termination of 1.2, nothing in this Agreement shall limit the right of any Stockholder to vote in accordance favor of, against or abstain with its termsrespect to any matter presented to the stockholders of the Company.

Agreement to Vote. (a) The Shareholder Stockholder hereby irrevocably and unconditionally agrees that, from and after that during the date hereof and until this Agreement terminates pursuant to the terms hereofTerm, at the Company Stockholders Meeting or and at any other meeting of the shareholders stockholders of the Company, however called, and at every including any adjournment or postponement thereof, or such Stockholder shall, in connection with any written consent of the shareholders of the Company, relating to any proposed action by the shareholders of the Company with respect each case to the matters set forth in Section 1.1(a)(ii) below, fullest extent that the Shareholder shallCovered Shares of such Stockholder are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause the Subject Covered Shares called to vote upon to be counted as present thereat for purposes of establishing a quorum; and (ii) vote or consent (or cause to be voted or consentedvoted), in person or by proxy, all Subject of such Covered Shares owned by the Shareholder (iA) in favor of (1) the adoption and approval of the Merger Agreement and any other action approval of the Company’s shareholders requested in furtherance thereof, Merger and other transactions contemplated by the Merger Agreement and (ii2) 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 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; (B) against any action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement Agreement, or of the Shareholder such Stockholder contained in this Agreement, if requested by Parent in writing at least four (4) Business Days prior to the applicable vote; and (iiiC) against any amendment of the Company’s articles of incorporation or bylawsAcquisition Proposal and against any other action, or other proposal, action agreement or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction Subsidiaries that would reasonably be expected (A) to nullifyimpede, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impedewith, delay, postpone, prevent, discourage or materially and adversely affect or prevent the timely 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 (1) any extraordinary corporate transaction, such as a merger, consolidation, share exchange or other business combination involving the Company or a Subsidiary of the Company; and (iv2) against any other actiona sale, agreement lease or transaction submitted for approval to the shareholders transfer of a material amount of assets of the Company that would constitute an Alternative Proposalor 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) Any such vote will be cast The Stockholder hereby (i) waives, and agrees not to exercise or consent will be given assert, any appraisal or similar rights (including under Section 262 of the DGCL) in accordance connection with the procedures applicable thereto so as Merger and (ii) agrees (A) not to ensure that it is duly counted for purposes commence or participate in and (B) to take all actions necessary to opt out of determining that a quorum is present and for purposes 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 effectuating and recording their respective Affiliates relating to the results negotiation, execution or delivery of such vote this Agreement or consent. The obligations the Merger Agreement or the consummation of the Shareholder set forth 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 Board in connection with this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby. (c) Notwithstanding anything in this Section 1.1 2.1 to the contrary, the Stockholder shall apply whether not be required to vote or not the Company breaches consent (or threatens cause to breach be voted or consented) any of its representations, warranties, covenants or agreements set forth Covered Shares in the Merger Agreement. Notwithstanding the foregoing, the obligations favor of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its termsany Fundamental Amendment.

Agreement to Vote. (a) The Shareholder Subject to the terms of this Agreement, each Unitholder hereby irrevocably and unconditionally agrees that, from and after until the date hereof and until this Agreement terminates pursuant Termination Date with respect to the terms hereofsuch Unitholder, at the Company Meeting any annual or any other special meeting of the shareholders unitholders of the CompanyPartnership, however called, and at every including any adjournment or postponement thereof, or and in connection with any action proposed to be taken by written consent of the shareholders unitholders of the CompanyPartnership, relating to any proposed action by the shareholders of the Company with respect such Unitholder shall, in each case to the matters set forth fullest extent that such Unitholder’s Subject Units are entitled to vote thereon, and unless otherwise directed in Section 1.1(a)(ii) below, the Shareholder shall: writing by Parent: (ia) appear at each such meeting or otherwise cause the all such Subject Shares Units to be counted as present thereat for purposes of establishing determining a quorum; and and (iib) vote or consent (or cause to be voted or consentedvoted), in person or by proxydeliver (or cause to be delivered) a written consent with respect to, all of its Subject Shares owned by the Shareholder Units (i) in favor of the (A) approval of the Merger Agreement Agreement, the Merger and any the other action transactions contemplated by the Merger Agreement, and, (B) without limitation of the Company’s shareholders requested in furtherance thereofpreceding clause (A), approval of any proposal to adjourn or postpone the Partnership Unitholders Meeting to a later date if there are not sufficient votes for approval and adoption of the Merger Agreement on the date on which the Partnership Unitholders Meeting is held; and (ii) against any action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to result in a breach of any covenant, representation or warranty or Alternative Proposal and against any other obligation or action, agreement of the Company contained in the Merger Agreement or of the Shareholder contained in this Agreement; (iii) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action or transaction involving the Company Partnership that is intended, or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) expected, to nullifyprevent, impede, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impedewith, delay, postpone, prevent, discourage or materially and adversely affect otherwise impair the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; and (iviii) against any other action, action or agreement or transaction submitted for approval to the shareholders that would result in a breach of any obligation of the Company that would constitute an Alternative Proposal. (b) Any Partnership in the Merger Agreement. Each Unitholder shall retain at all times the right to vote the Subject Units in such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present Unitholder’s sole discretion, and for purposes of effectuating and recording the results of such vote or consent. The obligations of the Shareholder without any other limitation, on any matters other than those set forth in this Section 1.1 shall apply whether that are at any time or not from time to time presented for consideration to the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its termsPartnership’s unitholders generally.

Agreement to Vote. (a) The Each Shareholder hereby irrevocably agrees thatand unconditionally agrees, from and after as to itself only, that during the period beginning on the date hereof and until ending upon the termination of this Agreement terminates pursuant 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 terms hereofMerger Agreement as provided in Section 5.1), at the Company Meeting or any other meeting of the shareholders of the Company, however called, and at every including any adjournment or postponement thereof, or and in connection with any action proposed to be taken by written consent of the shareholders of the Company, relating such Shareholder (solely in its capacity as such) shall, in each case, to any proposed action by the fullest extent that such matters are submitted for the vote or written consent of the shareholders of the Company with respect and that the Covered Shares are entitled to the matters set forth in Section 1.1(a)(ii) belowvote thereon or consent thereto, the Shareholder shallsubject to applicable Law: (i) appear at each such meeting or otherwise cause all of the Subject 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 (ii) vote or consent (or cause to be voted or consentedvoted), in person or by proxyproxy (including by voting card), or deliver (or cause to be delivered) a written consent covering, all Subject of the Covered Shares owned by as to which such Shareholder controls the Shareholder right to vote (iA) in favor of the approval of the Merger Agreement and any other action of the Company’s shareholders requested in furtherance thereof, (ii) against any action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Shareholder contained in this Agreement; (iii) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullify, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; and , (ivB) against in favor of any other action, agreement proposal to adjourn or transaction submitted for approval 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, transaction or agreement that relates to a Company Acquisition Proposal and (D) against any action, proposal, transaction or agreement that would constitute an Alternative Proposalreasonably be likely to prevent, impede or delay the Company’s or Parent’s ability to consummate the transactions contemplated by the Merger Agreement, including the Merger. (b) Any such vote will required to be cast or consent will required to be given executed pursuant to this Section 2.1 shall be cast (or consent shall be given) by such Shareholder in accordance with the such procedures applicable relating thereto so as to ensure that it is duly counted counted, including for purposes of determining that whether a quorum is present and for purposes of effectuating and recording the results of such vote or consent. The obligations of the Shareholder set forth in this Section 1.1 shall apply whether or not the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its termspresent.

Agreement to Vote. (a) The Shareholder Hereafter until the Expiration Time, each Company Equityholder hereby unconditionally and irrevocably agrees that, from and after the date hereof and until this Agreement terminates pursuant to the terms hereof, at the Company Meeting or any other meeting of the shareholders Equityholders of the Company, however called, and at every Company (or any adjournment or postponement thereof), or and in connection with any action by written consent of the shareholders of the Company, relating to any proposed action by the shareholders Equityholders of the Company with respect requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transaction (which written consent shall be delivered promptly, and in any event within three (3) business days, after the Proxy Statement/Registration Statement (as contemplated by the Business Combination Agreement) has been declared effective and has been delivered or otherwise made available to the matters set forth in Section 1.1(a)(ii) belowEquityholders of Bright Lights and the Company), the Shareholder such Company Equityholder shall: (i) , if a meeting is held, appear at each such meeting the meeting, in person or by proxy, or otherwise cause the its Subject Shares Units to be counted as present thereat for purposes of establishing a quorum; and (ii) , and such Company Equityholder shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its shares in Manscaped, Inc. to approve and adopt the Manscaped, Inc. Merger and Manscaped, Inc. Merger Agreement, and all of its Subject Shares owned by Units: (a) to approve and adopt the Shareholder (i) in favor of approval of Business Combination Agreement, the Manscaped, Inc. Merger Agreement and the Transaction; (b) to authorize and approve the Transaction to the extent the approval of any other action of the Company’s shareholders requested Equityholders is required or applicable pursuant to Sections 4.06 and 8.11 of the Company’s First Amended and Restated Limited Liability Company Agreement (the “Company LLC Agreement”); (c) to exercise the drag-along rights, if applicable to the Transaction, set forth in furtherance Section 9.06 of the Company LLC Agreement; (d) in any other circumstances upon which a consent or other approval is required under the Company’s Governing Documents or the Company Financing Agreements or otherwise sought with respect to the Business Combination Agreement or the Transaction, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Equityholder’s Subject Units 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 (iiother than the Business Combination Agreement and the Transaction); and (f) against any proposal, action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Business Combination Agreement or any other ancillary agreements in connection with the Transaction, (B) result in a breach in any respect of any covenant, representation or representation, warranty or any other obligation or agreement of the Company contained in and its subsidiaries under the Merger Business Combination Agreement or (C) result in any of the Shareholder contained in this Agreement; (iii) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullify, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; and (iv) against any other action, agreement or transaction submitted for approval to the shareholders of the Company that would constitute an Alternative Proposal. (b) Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consent. The obligations of the Shareholder conditions set forth in this Section 1.1 shall apply whether or not the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations Article IX of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Business Combination Agreement in accordance with its termsnot being fulfilled.

Agreement to Vote. (a) The Shareholder hereby irrevocably and unconditionally agrees that, from and after that during the date hereof and until term of this Agreement terminates pursuant to the terms hereofAgreement, at the Company Shareholder Meeting or and at any other meeting of the shareholders of the Company, however called, and at every including any adjournment or postponement thereof, or and in connection with any action proposed to be taken by written consent of the shareholders of the Company, relating to any proposed action by the shareholders of the Company with respect to the matters set forth in Section 1.1(a)(ii) below, the Shareholder shall, in each case to the fullest extent that the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause the Subject Covered Shares to be counted as present thereat for purposes of establishing calculating a quorum; and (ii) vote or consent (or cause to be voted or consentedvoted), in person or by proxy, or deliver (or cause to be delivered) a written consent (if then permitted under the Company Certificate) covering, all Subject of the Covered Shares owned by the Shareholder (ia) in favor of the adoption and approval of the Merger Agreement and approve the Merger and other transactions contemplated by the Merger Agreement and any other action reasonably requested by the Parent in furtherance of the Company’s foregoing, including, without limiting any of the foregoing obligations, in favor of any proposal to adjourn or postpone any meeting of the Company shareholders requested in furtherance thereof, at which any of the foregoing matters are submitted for consideration and vote of the Company shareholders 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; (iib) against any action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement Agreement, or of the Shareholder contained in this Agreement; and (iiic) against any amendment of the Company’s articles of incorporation Alternative Proposal or bylawsAlternative Transaction and against any other action, or other proposal, action agreement or transaction involving the Company or any of its subsidiariesSubsidiaries that is intended, which amendment, proposal, action or transaction would reasonably be expected (A) to nullifyto, materially impede, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impedewith, delay, postpone, prevent, discourage or materially and adversely affect or prevent the timely 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 the Shareholder of its obligations under this Agreement, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its Subsidiaries (other than the Merger); and (ivy) against any other actiona sale, agreement lease or transaction submitted for approval to the shareholders transfer of a material amount of assets of the Company that would constitute an Alternative Proposalor any of its Subsidiaries or any reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries or (z) any change in the present capitalization of the Company or any amendment or other change to the Company Charter or Company Bylaws. (b) Any such vote will be cast The Shareholder hereby waives, and agrees not to exercise or consent will be given assert, any rights of dissent or similar rights (including under Sections 302A.471 and 302A.473 of the MBCA) in accordance connection with the procedures applicable thereto so as Merger. (c) The Shareholder hereby agrees not to ensure that it is duly counted for purposes commence or join in, and agrees to take all actions necessary to opt out of determining that any class in any class action with respect to, any claim, derivate or otherwise, against Parent, Merger Sub, the Company or any of their respective successors (i) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (ii) alleging a quorum is present breach of any fiduciary duty of any person in connection with the negotiation and for purposes of effectuating and recording entry into the results of such vote or consent. Merger Agreement. (d) The obligations of the Shareholder set forth in specified herein (including this Section 1.1 2.1) shall apply whether or not the Company breaches Merger or threatens to breach any action described above is recommended by the Board of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations Directors of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its termsCompany (or any committee thereof).

Agreement to Vote. (a) The Shareholder hereby irrevocably agrees that, from From and after the date hereof and until this Agreement terminates pursuant the Termination Date (as defined in Section 1(b)), each Stockholder hereby agrees to attend the terms hereof, at the Company Stockholders Meeting (or any other meeting of stockholders of the shareholders Company at which the matters contemplated by the Purchase Agreement or this Agreement are to be presented to a vote of stockholders of the Company, however called, and at every adjournment or postponement thereof, or in connection with any written consent of the shareholders of the Company, relating to any proposed action by the shareholders of the Company with respect to the matters set forth in Section 1.1(a)(ii) below, the Shareholder shall: (i) appear at each such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorum; and (ii) vote or consent (or cause to be voted or consented), in person or by proxy, and to vote (or cause to be voted) all Subject Shares owned by the Shareholder (i) in favor shares of approval of the Merger Agreement Common Stock and any other action Voting Securities of the Company’s shareholders requested in furtherance thereofCompany (including any such securities acquired hereafter but excluding any shares of Common Stock or other securities the Stockholder has the right to acquire but has not acquired) that such Stockholder owns or has the right to vote or direct the voting (collectively, (ii) against the "Voting Shares" and, together with any action or agreement submitted for approval of the shareholders securities of the Company that would reasonably be expected to result in a breach of any covenantthe Stockholder currently owns that are not Voting Securities, representation or warranty or any other obligation or agreement securities of the Company contained in the Merger Agreement or acquired hereafter, and any shares of the Shareholder contained in this Agreement; (iii) against any amendment of the Company’s articles of incorporation or bylaws, Common Stock or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullify, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; and (iv) against any other action, agreement or transaction submitted for approval to the shareholders securities of the Company that would constitute an Alternative Proposal. (b) Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as Stockholder has the right to ensure that it is duly counted acquire but has not acquired, the "Covered Securities"), for purposes of determining that a quorum is present authorization and for purposes of effectuating and recording the results of such vote or consent. The obligations approval of the Shareholder set forth in this Section 1.1 shall Contemplated Transactions, including the approval of the Articles of Amendment, and against any action inconsistent therewith, such agreement to vote to apply whether also to any adjournment or not adjournments or postponement or postponements of the Stockholders Meeting of the Company breaches (or threatens any such other meeting). Each Stockholder hereby further agrees that until the Termination Date, it shall, from time to breach time, in connection with any of solicitation for a written consent, including to call a Stockholders Meeting relating to the Contemplated Transactions, timely execute and deliver (or cause to be timely executed and delivered) a written consent with respect to its representations, warranties, covenants or agreements set forth Voting Shares in the Merger Agreement. Notwithstanding the foregoing, the obligations favor of the Shareholder set forth in this Section 1.1 shall terminate upon termination authorization and approval of this Agreement in accordance with its terms.the

Agreement to Vote. (a) The Shareholder hereby irrevocably Stockholder agrees that, from and after the date hereof and until unless this Agreement terminates pursuant to the terms hereofSection 4.01, at the Company Stockholders Meeting or any other meeting of the shareholders stockholders of the Company, however called, and at every adjournment or postponement thereof, or in connection with any written consent other circumstance upon which a vote of all or some of the shareholders stockholders of the CompanyCompany is sought, relating to any proposed action by the shareholders stockholders of the Company with respect to the matters set forth in Section 1.1(a)(ii1.02(b) below, the Shareholder shall: (ia) the Stockholder shall appear at each such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing calculating a quorum; and; (iib) the Stockholder shall, and shall cause any holder of record of Shares on any applicable record date to vote or consent (or cause to be voted or consentedvoted), in person or by proxy, all Subject the Shares owned by the Shareholder (i) in favor of approval adoption of the Merger Agreement and any other action of the Company’s shareholders stockholders requested in furtherance thereof, (ii) against including any action or agreement submitted proposal to adjourn the meeting if there are not sufficient votes for approval the adoption of the shareholders of the Company that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of on the Shareholder contained in this Agreement; (iii) against any amendment of the Company’s articles of incorporation or bylawsdate on which such meeting is held, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullify, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; and (ivii) against any other action, agreement or transaction submitted for approval to the shareholders stockholders of the Company that (A) could reasonably be expected to lead to a Company Takeover Proposal, (B) would constitute an Alternative Proposal. breach any covenant, representation or warranty or any other obligation or agreement of Stockholder under this Agreement, or (bC) Any such vote will is intended or would reasonably be cast expected to impede, interfere with, discourage, adversely affect, delay or consent will be given prevent the Offer, the Merger or the Transactions or change in accordance with any manner that is adverse to the procedures applicable thereto so as consummation of the Offer, the Merger or the Transactions the voting rights of any class of shares of the Company (including by way of amendments to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote Company Charter or consentCompany Bylaws). The Stockholder acknowledges that the obligations of the Shareholder set forth in this Section 1.1 1.02(b) shall apply whether or not there has been an Adverse Recommendation Change; and (c) the Company breaches 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 threatens execute and deliver a proxy to breach 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 by Parent and Merger Sub, and to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other 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 dissolution, bankruptcy, death or incapacity of the Stockholder. The limited proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. The parties hereto acknowledge and agree that neither Parent, nor any of its representationsstockholders or affiliates, warrantiesnor any of their partners, covenants directors, officers, employees, agents or agreements set forth representatives of any of them, shall incur any liability to any stockholder directly or indirectly in the Merger Agreement. Notwithstanding the foregoingconnection with, the obligations or as a result of, any exercise of the Shareholder set forth in limited proxy granted to Parent or any designee of Parent pursuant to this Section 1.1 shall terminate upon termination of this Agreement in accordance with its terms1.02(c).

Agreement to Vote. Each Stockholder hereby agrees (afor itself and not as to any other Stockholder) The Shareholder hereby irrevocably agrees that, during the term of this Agreement, such Stockholder shall, from and after the date hereof and until this Agreement terminates pursuant time to the terms hereoftime, at the Company Meeting any meeting (whether annual or any other meeting special and whether NY2:\522952\07\B7$G07!.DOC\80764.0005 or not an adjourned or postponed meeting) of the shareholders stockholders of the Company, however called, and at every adjournment or postponement thereof, or in connection with any written consent of the shareholders holders of Voting Stock, in either case, prior to the earlier of the CompanyEffective Time and the termination of this Agreement, relating to any proposed action by the shareholders of the Company with respect to the matters set forth in Section 1.1(a)(ii) below, the Shareholder shall: (i) appear at each such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorum; and (ii) , and such Stockholder shall vote or consent (or cause to be voted or consented), in person or by proxy, all Subject Shares Shares, and any other voting securities of the Company (whether acquired heretofore or hereafter) that are beneficially owned by such Stockholder or its wholly-owned Affiliates or as to which such Stockholder has, directly or indirectly, the Shareholder (i) right to vote or direct the voting, in favor of the approval and adoption of the Merger Agreement. Each Stockholder agrees, during the period commencing on the date hereof and ending on the earlier of the Effective Time and the termination of this Agreement, not to, and not to permit any of its wholly-owned Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote of the Company, if such consent or vote by the stockholders of the Company would be inconsistent with or frustrate the purposes or terms this Agreement or the Merger Agreement. In furtherance and not in limitation of the foregoing, each Stockholder hereby grants to, and appoints, Parent and each of Farid Suleman and Joel Hollander in their respective capacities as offxxxxx xx Xxxxnt, axx xxx xxxxxxxual who shall hereafter succeed to any such officer of Parent, and any other designee of Parent, each of them individually, its irrevocable proxy and attorney-in-fact (with full power of substitution) to vote the Shares as indicated in this Section 1. Each Stockholder intends this proxy to be irrevocable and coupled with an interest and will take such further action and execute such other instruments as may be necessary to effectuate the intent of this proxy. Each Stockholder hereby revokes any and all previous proxies with respect to its Shares or any other voting securities of the Company that may relate to the approval of the Merger Agreement and any other action of the Company’s shareholders requested in furtherance thereof, (ii) against any action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Shareholder contained in this Agreement; (iii) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullify, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; and (iv) against any other action, agreement or transaction submitted for approval to the shareholders of the Company that would constitute an Alternative Proposal. (b) Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consent. The obligations of the Shareholder set forth in this Section 1.1 shall apply whether or not the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its terms.

Agreement to Vote. (a) The Shareholder hereby irrevocably agrees that, from and after Subject to the date hereof and until earlier termination of this Agreement terminates pursuant to the terms hereofin accordance with Section 13, each Sponsor Party, severally and not jointly, irrevocably and unconditionally agrees that (i) it shall appear at the Company SPAC Stockholders’ Meeting or and any other meeting of the shareholders of the Company, however called, and at every adjournment or postponement thereof, and (ii) at the SPAC Stockholders’ Meeting or adjournment or postponement thereof, and in connection with any written consent of the shareholders stockholders of the CompanySPAC, relating to any proposed shall vote (or duly and promptly execute and deliver an action by the shareholders of the Company with respect to the matters set forth in Section 1.1(a)(ii) belowwritten consent), the Shareholder shall: (i) appear at each such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorum; and (ii) vote or consent (or cause to be voted at such meeting (or consentedcause such consent to be duly and promptly executed and delivered with respect to), in person or by proxyall of its Shares, all Subject Shares owned by the Shareholder (ia) in favor of any proposal for the approval and adoption of the Merger Agreement BCA, the Transactions, any other proposal submitted for approval by the stockholders of SPAC in connection with the Transactions, and any other action matters necessary for consummation of the Company’s shareholders requested in furtherance thereofTransactions, including the Merger, (iib) in favor of any proposal to adjourn a SPAC Stockholders’ Meeting at which there is a proposal for stockholders of SPAC to adopt the BCA to a later date if there are not sufficient votes to adopt the BCA or if there are not sufficient shares of SPAC Common Stock present in person or represented by proxy at such SPAC Stockholders’ Meeting to constitute a quorum, (c) against any action action, agreement or agreement submitted for approval of the shareholders of the Company transaction or proposal that would reasonably be expected to result in a material breach of any covenant, representation or warranty or any other obligation or agreement of SPAC under the Company contained in the Merger Agreement or of the Shareholder contained in this Agreement; (iii) against any amendment of the Company’s articles of incorporation or bylawsBCA, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction that would reasonably be expected to delay the consummation of the Transactions, increase the likelihood of the failure of the consummation of the Transactions or result in the failure of the Transactions from being consummated, (Ad) to nullify, interfere with or be inconsistent against any Business Combination Proposal other than with the Merger Agreement Company or the transactions contemplated thereby adoption of an agreement to enter into a Business Combination Proposal other than with the Company, (including e) against any merger agreement or merger (other than the BCA and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by SPAC, (Bf) against any change in the business, management or board of directors of SPAC, and (g) against any action, transaction or agreement that (I) would or would reasonably be expected to otherwise impederesult in a material breach of any representation or warranty or covenant of SPAC or Merger Sub under the BCA, delay, postpone, (II) would or would reasonably be expected to prevent, discourage delay or materially and adversely affect the timely impair consummation of the Merger Transactions in any material respect, (III) would or the other transactions contemplated by the Merger Agreement; and (iv) against would reasonably be expected to result in any other action, agreement or transaction submitted for approval to the shareholders of the Company that would constitute an Alternative Proposal. (b) Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consent. The obligations of the Shareholder conditions set forth in Article VIII of the BCA not being fulfilled, or (IV) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, SPAC. Each Sponsor Party agrees not to enter into any commitment, agreement, understanding or similar arrangement with any person (as defined in the BCA) to vote or give voting instructions or express consent or dissent in writing in any manner inconsistent with the terms of this Section 1.1 shall apply whether or not the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its terms1.

Agreement to Vote. (a) The Shareholder hereby irrevocably agrees that, from and after the date hereof and until this Agreement terminates pursuant Prior to the terms hereofTermination Date, the Holder irrevocably and unconditionally agrees that it shall, at the Company Meeting or any other meeting of the shareholders stockholders of the CompanyCompany (whether annual or special and whether or not an adjourned or postponed meeting), however called, and at every adjournment or postponement thereof, or in connection with any written consent of the shareholders of the Company, relating to any proposed action by the shareholders of the Company with respect to the matters set forth in Section 1.1(a)(ii) below, the Shareholder shall: (i) appear at each such meeting or otherwise cause the Subject Shares entitled to vote to be counted as present thereat for purposes purpose of establishing a quorum; and quorum and vote (ii) vote or consent (consent), or cause to be voted or consented), (in person or by proxy) at such meeting (or validly execute and return and cause such consent to be granted with respect to), all Subject of the Shares owned by the Shareholder entitled to vote: (ia) in favor of (i) the adoption of the Asset Purchase Agreement and the approval of the Merger Agreement and any other action transactions contemplated thereby, including the purchase of the Company’s shareholders requested in furtherance thereofPurchased Assets and the assumption of the Assumed Liabilities, (ii) the adjournment of the Stockholders Meeting if necessary to solicit proxies in favor of the adoption of the Asset Purchase Agreement and the consummation of the transactions contemplated thereby or to establish a quorum, and (iii) any other matter or action necessary to the consummation of the closing of the Asset Purchase Agreement. In furtherance of the foregoing obligations of the Holder, the Holder hereby agrees to deliver or deposit a proxy or voting instruction form, as the case may be, duly completed and executed in respect of all of the Shares, as directed in the Proxy Statement, as soon as practicable following the mailing of the Proxy Statement to the Company stockholders, and in any event at least 5 days prior to the Stockholders Meeting, voting all such Shares in accordance with the foregoing sentence. The Holder hereby agrees that neither he, her or it nor any person on his, her or its behalf will take any action to withdraw, amend or invalidate any proxy or voting instruction form deposited by the Holder pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which the Holder might have, unless and until this Agreement is terminated in accordance with Section 6.3; and (b) against (i) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Asset Purchase Agreement or in competition or inconsistent with the transactions or matters contemplated by thereby; (ii) any action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Asset Purchase Agreement or of the Shareholder Holder contained in this Agreement; (iii) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction agreement that would reasonably be expected to result in (A) any condition to nullify, interfere with or be inconsistent with the Merger consummation of the Asset Purchase Agreement or set forth in Article VII of the transactions contemplated thereby (including the Merger), Asset Purchase Agreement not being fulfilled or (B) any change to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation voting rights of any class of shares of capital stock of the Merger or Company (including any amendments to the other transactions contemplated by the Merger AgreementCompany’s organizational documents); and (iv) against any other actionaction that would reasonably be expected to impede, agreement interfere with, or transaction submitted for approval to frustrate the shareholders purposes of any of the Company that would constitute an Alternative Proposal. transactions contemplated by the Asset Purchase Agreement. Any attempt by the Holder to vote, consent or express dissent with respect to (bor otherwise to utilize the voting power of), the Shares in contravention of this Section 3.1 shall be null and void ab initio. If the Holder is the Beneficial Owner, but not the holder of record, of any Shares, the Holder agrees to take all actions necessary to cause the holder of record and any nominees to vote (or exercise a consent with respect to) Any all of such vote will be cast or consent will be given Shares in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consent. The obligations of the Shareholder set forth in this Section 1.1 shall apply whether or not the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its terms3.1.

Agreement to Vote. (a) The Shareholder hereby irrevocably agrees that, from and after the date hereof and until this Agreement terminates pursuant Subject to the terms hereofof this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that it shall, during the time this Agreement is in effect, at the Company Meeting any annual or any other special meeting of the shareholders stockholders of the Company, however called, and at every including any adjournment or postponement thereof, or and in connection with any action proposed to be taken by written consent of the shareholders stockholders of the Company, relating to any proposed action by the shareholders of the Company with respect such Stockholder shall, in each case, to the matters set forth in Section 1.1(a)(ii) below, the Shareholder shall: fullest extent that such Stockholder’s Shares are entitled to vote thereon: (i) appear at each if no Adverse Recommendation Change in connection with an Intervening Event has occurred and is continuing, such meeting or otherwise cause the Subject Shares to Stockholder shall be counted as present thereat for purposes of establishing a quorum; and (ii) vote or consent (or cause to be voted or consented), in person or by proxy) and vote, or exercise its right to consent with respect to, all Subject Shares owned held by the Shareholder such Stockholder (iA) in favor of approval the adoption of the Merger Agreement and any other action of the Company’s shareholders requested in furtherance thereof, (ii) against any action or agreement submitted for approval of the shareholders of the Company Offer and/or Merger, as applicable and (B) notwithstanding Section 4.4, against any Takeover Proposal and any other proposal or action that would reasonably be expected to result impede, interfere with, delay or postpone the Merger Transactions or change in a breach any manner the voting rights of any covenantclass of Shares; and (ii) if an Adverse Recommendation Change has occurred and is continuing in connection with an Intervening Event, representation such Stockholder shall be present (in person or warranty by proxy) and vote, or any other obligation or agreement exercise its right to consent with respect to, at least the Minimum Shares (A) in favor of the Company contained in adoption of the Merger Agreement or and the approval of the Shareholder contained in this Agreement; Merger and (iiiB) notwithstanding Section 4.4, against any amendment of the Company’s articles of incorporation Takeover Proposal and any other proposal or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction that would reasonably be expected (A) to nullifyimpede, interfere with with, delay or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including postpone the Merger). Until such Shares are accepted for purchase in the Offer, or (B) each Stockholder shall retain at all times the right to otherwise impedevote the Shares in such Stockholder’s sole discretion, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; and (iv) against without any other actionlimitation, agreement or transaction submitted for approval to the shareholders of the Company that would constitute an Alternative Proposal. (b) Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consent. The obligations of the Shareholder on any matters other than those set forth in this Section 1.1 shall apply whether 1.2 that are at any time or not from time to time presented for consideration to the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its termsCompany’s stockholders generally.

Agreement to Vote. (a) The Shareholder Each Stockholder hereby irrevocably further agrees that, during the term of this Agreement, it shall, from and after the date hereof and until this Agreement terminates pursuant time to the terms hereoftime, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of Casden or PLB, as the Company Meeting or any other meeting of the shareholders of the Companycase may be, however called, and at every adjournment or postponement thereof, or in connection with any written consent of the shareholders holders of Casden Capital Stock or PLB Capital Stock, as the case may be, in either case, prior to the earlier of the Company, relating to any proposed action by the shareholders effectiveness of the Company with respect Mergers and the termination of this Agreement pursuant to the matters set forth in Section 1.1(a)(ii) belowits terms, the Shareholder shall: (i) if a meeting is held, appear at each such meeting or otherwise cause the Subject such Stockholder's Shares to be counted as present thereat for purposes of establishing a quorum; and (ii) , and it shall vote or consent (or cause to be voted or consented), in person or by proxy, all Subject Shares such Stockholder's Shares, and any other voting securities of Casden or PLB (whether acquired heretofore or hereafter), that are beneficially owned by such Stockholder or its wholly owned affiliates or as to which such Stockholder has, directly or indirectly, the Shareholder right to vote or direct the voting, (ia) in favor of the Casden Reverse Stock Split and the CPLB Reverse Stock Split, as applicable; (b) in favor of the amendment to the Casden Charter contemplated by Section 7.34 of the REIT Agreement and amendment to the CPLB Charter contemplated by Section 7.17 of the PLB Merger Agreement; (c) in favor of the Mergers, the approval of the Merger Agreements and the approval of the terms thereof and each of the other Transactions and other matters contemplated by the Merger Agreements and this Agreement and any other action of the Company’s shareholders requested actions required in furtherance hereof or thereof, ; (iid) against any action or agreement submitted for approval of the shareholders of the Company that would is reasonably be expected likely to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of Casden or PLB under either of the Company contained Merger Agreements; (e) if AIMCO OP elects, pursuant to Section 7.4 of the OP Contribution Agreement, in favor of the Alternative Merger (as defined in the Merger Agreement OP Unit Contribution Agreement); and (f) against the following actions (except as otherwise provided in (a), (b), (c), (d) and (e)): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Casden, PLB or any of the Shareholder contained in this Agreementtheir respective subsidiaries; (ii) a sale, lease or transfer of assets of Casden, PLB or any of their respective subsidiaries or a reorganization, recapitalization, dissolution or liquidation of Casden, PLB or any of their respective subsidiaries; (iii) against any material change in the present capitalization of Casden or PLB or any amendment of their respective organizational documents (other than the Company’s articles amendments prior to the Effective Time to the Casden Charter pursuant to Section 7.34 of incorporation the REIT Merger Agreement); (iv) any other material change in the corporate structure or bylawsbusiness of Casden or PLB; or (v) any other action which is reasonably likely to impede, or other proposalfrustrate, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullifyprevent, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impedewith, delay, postpone, prevent, discourage or materially and adversely affect postpone the timely consummation Mergers or the Transactions or this Agreement or change in any manner the voting rights of the Merger Casden Capital Stock or the other transactions contemplated by the Merger Agreement; and (iv) against PLB Common Stock. Such Stockholder shall not enter into any other action, agreement or transaction submitted for approval understanding with any person or entity prior to the shareholders of the Company that would constitute an Alternative Proposal. (b) Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consent. The obligations of the Shareholder set forth in this Section 1.1 shall apply whether or not the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its termsterms to vote or give instructions after such termination in a manner inconsistent with clauses (a), (b), (c), (d) or (e) of the preceding sentence.

Agreement to Vote. Subject to the earlier termination of this Agreement in accordance with Section 5 and the last paragraph of this Section 1, each Stockholder, solely in his, her or its capacity as a stockholder or proxy holder of the Company, irrevocably and unconditionally agrees, and agrees to cause any other holder of record of any of the Stockholder’s Covered Shares, to validly execute and deliver to the Company in respect of all of the Stockholder’s Covered Shares, as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act and delivered or otherwise made available to the stockholders of SWAG III and the Company, and in any event within forty-eight (a48) The Shareholder hereby hours after the Registration Statement is declared effective and delivered or otherwise made available to the stockholders of SWAG III and the Company, a written consent in respect of all of the Stockholder’s Covered Shares approving the Merger Agreement and the Transactions. In addition, subject to the last paragraph of this Section 1, prior to the Termination Date (as defined herein), each Stockholder, in his, her or its capacity as a stockholder or proxy holder of the Company, irrevocably and unconditionally agrees that, from and after the date hereof and until this Agreement terminates pursuant to the terms hereof, at the Company Meeting or any other meeting of the shareholders stockholders of the CompanyCompany (whether annual or special and whether or not an adjourned or postponed meeting, however called, called and at every including any adjournment or postponement thereof, or ) and in connection with any written consent of the shareholders stockholders of the Company, relating to such Stockholder shall, and shall cause any proposed action by the shareholders other holder of the Company with respect to the matters set forth in Section 1.1(a)(ii) below, the Shareholder shallrecord of any of such Stockholder’s Covered Shares to: (ia) when such meeting is held, appear at each such meeting or otherwise cause the Subject Stockholder’s Covered Shares to be counted as present thereat for purposes the purpose of establishing a quorum; and; (iib) vote (or consent (execute and return an action by written 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 Subject of such Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Shareholder (isuch Stockholder) in favor of approval the Transactions and the adoption of the Merger Agreement and any other action matters necessary or reasonably requested by the Company for consummation of the Transactions; (c) in any other circumstances upon which a consent or other approval is required under the Company’s shareholders requested Organizational Documents or the Investment Agreements or otherwise sought in furtherance connection with the Merger Agreement or the Transactions, vote, consent or approve (or cause to be voted, consented or approved) all of such Stockholder’s Covered Shares held at such time in favor thereof; (d) vote (or execute and 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), all of such Stockholder’s Covered Shares against (i) any Acquisition Proposal and (ii) against any other action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to (x) materially impede, interfere with, delay, postpone, discourage or adversely affect the Merger Agreement or the Transactions, (y) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in under the Merger Agreement or (z) result in a breach of the Shareholder any covenant, representation or warranty or other obligation or agreement of such Stockholder contained in this Agreement; ; (iiie) against waive any amendment rights to conversion set forth in Section IV.D.5 of the Company’s articles Third Amended and Restated Certificate of incorporation or bylaws, or other proposal, action or transaction involving Incorporation (the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullify, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger“Charter”), or as applicable; and (Bf) waive any rights to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation redemption set forth in Section IV.D.6 of the Merger or the other transactions contemplated by the Merger Agreement; and (iv) against any other actionCompany’s Charter, agreement or transaction submitted for approval to the shareholders of the Company that would constitute an Alternative Proposal. (b) Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consentapplicable. The obligations of the Shareholder set forth each Stockholder specified in this Section 1.1 1 shall apply whether or not the Company breaches or threatens to breach any Transactions are recommended by the board of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations directors of the Shareholder set forth in this Section 1.1 shall terminate upon termination Company or the board of this Agreement in accordance with its termsdirectors of the Company has previously recommended the Transactions but changed such recommendation.

Agreement to Vote. (a) The Shareholder Each Stockholder hereby irrevocably agrees that, from and after during the date hereof and until this Agreement terminates pursuant Voting Period, such Stockholder shall, with respect to the terms hereof, at Owned Shares and any New Shares owned by such Stockholder as of the Company Meeting applicable record date for any meeting (or any other meeting of the shareholders of the Company, however called, and at every adjournment or postponement thereof) of, or any proposed action by written consent of, the holders of Company Stock at or in connection with which any written consent of the shareholders of the Company, relating to any proposed action by the shareholders of the Company holders vote or execute consents with respect to the matters set forth in Section 1.1(a)(ii) belowapproval of the Merger Agreement and the transactions contemplated by the Merger Agreement, the Shareholder shall: (i) appear at each such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorum; and (iia) vote or consent execute consents, as applicable (or cause to be voted or consented), in person a consent to be executed with respect to the Owned Shares or by proxy, all Subject any New Shares owned by such Stockholder as of the Shareholder (iapplicable record date) in favor of the approval of the Merger Agreement and the transactions contemplated by the Merger Agreement at any other action such meeting or in connection with any such written consent, and (b) vote or execute consents, as applicable (or cause to be voted or a consent to be executed with respect to the Owned Shares or any New Shares owned by such Stockholder as of the Company’s shareholders requested applicable record date) at any such meeting or in furtherance thereofconnection with any such written consent against (i) any Acquisition Proposal, (ii) against any action or action, proposal, transaction agreement submitted for approval of the shareholders of the Company that would reasonably be expected to directly or indirectly result in a breach of any covenant, representation or representation, warranty or any other obligation or agreement of the Company contained set forth in the Merger Agreement or of the Shareholder contained in this Agreement; , and (iii) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action or transaction proposal involving the Company or any of its subsidiariesSubsidiaries that is intended, which amendment, proposal, action or transaction would reasonably be expected (A) expected, to nullifyprevent, impede, interfere with with, delay, postpone or be inconsistent with adversely affect the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; and (iv) against any other action, agreement or transaction submitted for approval to the shareholders of the Company that would constitute an Alternative Proposalthereby. (b) Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consent. The obligations of the Shareholder set forth in this Section 1.1 shall apply whether or not the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its terms.

Agreement to Vote. Subject to the earlier termination of this Agreement in accordance with Section 3, each Shareholder, solely in his, her or its capacity as a shareholder or proxy holder of the Company, shall, and shall cause any other holder of record of any of such Shareholder’s Covered Shares, to validly execute and deliver to the Company in respect of all of such Shareholder’s Covered Shares, on (aor effective as of) The Shareholder hereby irrevocably agrees that, from and after the fifth (5th) Business Day following the date hereof and until this Agreement terminates pursuant that the notice of Company Shareholders’ Meeting is delivered by the Company to the terms hereofCompany’s Shareholders, a voting proxy to be distributed in respect of all of such Shareholder’s Covered Shares. In addition, prior to the Termination Date (as defined herein), each Shareholder, in his, her or its capacity as a shareholder or proxy holder of the Company, at the Company Meeting or any other meeting of the shareholders of the CompanyCompany (whether annual or extraordinary and whether or not an adjourned or postponed meeting, however called, called and at every including any adjournment or postponement thereof, or ) and in connection with any written consent of the shareholders of the Company, relating to shall, and shall cause any proposed action by the shareholders other holder of the Company with respect to the matters set forth in Section 1.1(a)(ii) below, the Shareholder shallrecord of any of such Shareholder’s Covered Shares to: (ia) appear when such meeting is held, appear, whether in person or by proxy, at each such meeting or otherwise cause the Subject Shareholder’s Covered Shares to be counted as present thereat for purposes the purpose of establishing a quorum; and; (b) vote (or execute and 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), all of such Shareholder’s Covered Shares owned or held as of the record date for such meeting (or the date that any written consent is executed by such Shareholder) in favor of the (i) Business Combination, Plan of Merger and the adoption of the Business Combination Agreement, (ii) vote the Transactions to which the Company will be a party and (iii) any other matters necessary or reasonably requested by the Company for consummation of the Business Combination and the other transactions contemplated by the Business Combination Agreement including those matters that are indicated as requiring Shareholders’ approval by the SEC (or staff member thereof) in its comments to the Proxy/Registration Statement or correspondence related thereto (the matters in (i), (ii) and (iii) collectively, “Company Transaction Proposals”); (c) in any other circumstances upon which a consent or other approval is required under the Organizational Documents of the Company or otherwise sought with respect to the Business Combination Agreement or the other transactions contemplated by the Business Combination Agreement, vote, consent or approve (or cause to be voted voted, consented or consentedapproved) all of such Shareholder’s Covered Shares owned or held at such time in favor thereof; (d) vote (or execute and return an action by written consent), in person or by proxycause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all Subject of such Shareholder’s Covered Shares owned by the Shareholder (i) in favor of approval of the Merger Agreement and any other action of the Company’s shareholders requested in furtherance thereof, (ii) against any action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to (i) materially impede, interfere with, delay, postpone or adversely affect the Business Combination or any of the other transactions contemplated by the Business Combination Agreement, (ii) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in under the Merger Business Combination Agreement or (iii) result in a breach of the any covenant, representation or warranty or other obligation or agreement of such Shareholder contained in this Agreement; . (iiie) against Each Shareholder hereby irrevocably, to the fullest extent permitted by law, appoints the Company, or any amendment designee of the Company, for so long as the provisions of this Section 1 remain in effect, as such Shareholder’s articles attorney-in-fact and proxy with full power of incorporation substitution, to vote and otherwise act (by written consent or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (Aotherwise) to nullify, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; and (iv) against any other action, agreement or transaction submitted for approval respect to the shareholders Owned Shares, solely on the matters and in the manner specified in this Section 1. This proxy shall be valid for the duration of the Company that would constitute an Alternative Proposalthis Agreement. (bf) Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consentTHE PROXIES AND POWERS OF ATTORNEY GRANTED PURSUANT TO SECTION 1(e) ARE IRREVOCABLE AND COUPLED WITH AN INTEREST. The obligations proxies and powers of attorney shall not be terminated by any act of the Shareholder set forth or 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. Each Shareholder hereby revokes all other proxies and powers of attorney on the matters specified in this Section 1.1 1 with respect to the Owned Shares that such Shareholder may have previously appointed or granted, and no subsequent proxy or power of attorney shall apply whether be given or written consent executed (and if given or executed, shall not be effective) by such Shareholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the Company breaches death, bankruptcy or threatens to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations incapacity of the Shareholder set forth in this Section 1.1 shall terminate upon termination and any obligation of the Shareholder under this Agreement in accordance with its termsshall be binding upon the heirs, personal representatives, and successors of the Shareholder.

Agreement to Vote. (a) The Shareholder hereby irrevocably Stockholder agrees that, from and after the date hereof and until unless this Agreement terminates pursuant to the terms hereofSection 4.01, at the Company Stockholders Meeting or any other meeting of the shareholders stockholders of the Company, however called, and at every adjournment or postponement thereof, or in connection with any written consent other circumstance upon which a vote of all or some of the shareholders stockholders of the CompanyCompany is sought, relating to any proposed action by the shareholders stockholders of the Company with respect to the matters set forth in Section 1.1(a)(ii1.02(b) below, the Shareholder shall: (ia) the Stockholder shall appear at each such meeting or otherwise cause the Subject Shares beneficially owned by the Stockholder to be counted as present thereat for purposes of establishing calculating a quorum; and; (iib) the Stockholder shall, and shall cause any holder of record of Shares on any applicable record date to vote or consent (or cause to be voted or consentedvoted), in person or by proxy, all Subject the Shares beneficially owned by the Shareholder Stockholder (i) in favor of approval adoption of the Merger Agreement and any other action of the Company’s shareholders stockholders requested in furtherance thereof, (ii) against including any action or agreement submitted proposal to adjourn the meeting if there are not sufficient votes for approval the adoption of the shareholders of the Company that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of on the Shareholder contained in this Agreement; (iii) against any amendment of the Company’s articles of incorporation or bylawsdate on which such meeting is held, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullify, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; and (ivii) against any other action, agreement or transaction submitted for approval to the shareholders stockholders of the Company that (A) could reasonably be expected to lead to a Company Takeover Proposal, (B) would constitute an Alternative Proposal. breach any covenant, representation or warranty or any other obligation or agreement of Stockholder under this Agreement, or (bC) Any such vote will is intended or would reasonably be cast expected to impede, interfere with, discourage, adversely affect, delay or consent will be given prevent the Offer, the Merger or the Transactions or change in accordance with any manner that is adverse to the procedures applicable thereto so as consummation of the Offer, the Merger or the Transactions the voting rights of any class of shares of the Company (including by way of amendments to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote Company Charter or consentCompany Bylaws). The Stockholder acknowledges that the obligations of the Shareholder set forth in this Section 1.1 1.02(b) shall apply whether or not the Company breaches or threatens to breach any of its representationsthere has been an Adverse Recommendation Change; provided that, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoingevent of an Adverse Recommendation Change, the obligations of the Shareholder set forth in Stockholder under this Section 1.1 1.02 shall only apply to an aggregate number of Shares held by the Stockholder that, when taken together with all other shares subject to the Support Agreements in the event of an Adverse Recommendation Change, will reach (and not exceed) approximately 33% of the total number of issued and outstanding shares of Company Common Stock entitled to vote in respect of the adoption of the Merger Agreement and any other action of the Company’s stockholders requested in furtherance thereof; and (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 by Parent and Merger Sub, and to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other 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 dissolution, bankruptcy, death or incapacity of the Stockholder. The limited proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement Agreement. The parties hereto acknowledge and agree that 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 incur any liability to any stockholder directly or indirectly in accordance with its termsconnection with, or as a result of, any exercise of the limited proxy granted to Parent or any designee of Parent pursuant to this Section 1.02(c).

Agreement to Vote. (a) The Shareholder hereby irrevocably agrees that, from and after From the date hereof until the earlier to occur of (x) the Effective Time and until this (y) the termination of the Merger Agreement terminates pursuant in accordance with its terms (such earlier event, the “Termination Event”), the Stockholder shall, from time to the terms hereoftime, at the Company Meeting request of Parent, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of all or any other meeting class of the shareholders of the CompanyCompany Stockholders, however called, and at every adjournment or postponement thereof, or in connection with any written consent of the shareholders Company’s stockholders, as applicable, (I) waive the invalidity or absence of the Companynotice of any such meeting, relating to any proposed action by the shareholders of the Company with respect to the matters set forth in Section 1.1(a)(ii) below, the Shareholder shall: (iII) appear at each such meeting or otherwise cause the Subject Shares Stockholder’s shares of Company Common Stock to be counted as present thereat for purposes of establishing a quorum; and quorum and (iiIII) if and to the extent the following matters are put to a vote of the Company’s stockholders, vote or consent (or cause to be voted or consented), in person or by proxy, all Subject Shares owned by of the Shareholder Stockholder’s shares of Company Common Stock as to which the Stockholder has, directly or indirectly, the right to vote or direct the voting: (i) in favor of the adoption and approval of the Merger Agreement Agreement, the terms thereof, the Merger, the other transactions contemplated thereby and any other action actions required in furtherance thereof and hereof and in favor of any adjournment of any meeting of the Company’s shareholders requested stockholders for the purpose of soliciting additional votes in furtherance thereof, favor of any of the foregoing; (ii) against any action or agreement submitted for approval of the shareholders of the Company that would be reasonably be expected likely to result in a material breach of any covenantrepresentation, representation or warranty or any other obligation warranty, covenant or agreement of the Company contained in under the Merger Agreement or of the Shareholder contained in this Agreement; and (iii) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullify, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation actions prohibited by Section 5.3 of the Merger or the other transactions contemplated by the Merger Agreement; and (iv) against any other action, agreement or transaction submitted for approval to the shareholders of the Company that would constitute an Alternative Proposal. (b) Any From the date hereof until the occurrence of a Termination Event, the Stockholder agrees that it shall not (i) enter into any Contract or understanding with any Person to vote or give voting instructions in a manner inconsistent with this Agreement (including this Section 2.1) or (ii) except as set forth in Section 2.1(c) below, grant any proxy or power of attorney for another Person to (A) vote, (B) execute any consent with respect to, (C) deposit into a voting trust or (D) enter into any other Contract or understanding to vote, any shares of Company Common Stock in any manner. (c) From the date hereof until the occurrence of a Termination Event, the Stockholder hereby constitutes and appoints as the proxies of the Stockholder and hereby grants a power of attorney to Xxxx Xxxxxxxxxx and Xxxxx Xxxxxxx (or such other Persons designated by Parent), and each of them, with full power of substitution, to vote will be cast all the Stockholder’s shares of Company Common Stock (whether by proxy, in person or consent will be given by written consent) in the manner provided in this Agreement upon the failure of the Stockholder to vote his, her or its shares of Company Common Stock in accordance with the procedures applicable thereto so terms of this Agreement (or upon any attempt to vote his, her or its shares of Company Common Stock in a manner which is inconsistent with the terms of this Agreement). Each of the proxy and power of attorney granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of Parent and the parties in connection with the transactions contemplated by this Agreement and, as to ensure that it such, each is duly counted for purposes coupled with an interest and shall be irrevocable until the occurrence of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consentTermination Event. The obligations Stockholder hereby revokes any and all previous proxies or powers of attorney with respect to the Shareholder Stockholder’s shares of Company Common Stock. Notwithstanding anything to the contrary provided in this Agreement, Parent shall provide the Stockholder with prior written notice of Parent’s intent to exercise the proxy set forth in this Section 1.1 shall apply whether or not the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoing, the obligations of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its terms2.1(c).

Agreement to Vote. Each Class B Holder hereby irrevocably and unconditionally agrees (a) The Shareholder hereby irrevocably agrees that, from and after the date hereof and until this Agreement terminates pursuant to the terms hereof, vote at the Company Meeting or any other meeting of the shareholders of the Company, however calledSTPC, and at every adjournment or postponement thereof, or in connection with any action by written consent resolution of the shareholders of the CompanySTPC, relating to all of such Class B Holder’s STPC Class B Shares (together with any proposed action by the shareholders other equity securities of STPC that such Class B Holder holds of record or beneficially, as of the Company date of this Agreement, or acquires record or beneficial ownership after the date hereof, collectively, the “Subject STPC Equity Securities”) (i) in favor of the Proposals and (ii) against, and withhold consent with respect to, any Alternative Business Combination Proposal (as defined below) and any other matter, action or proposal that would reasonably be expected to or result in (x) a breach of any of the STPC’s or Merger Sub’s covenants, agreements or obligations under the Merger Agreement or (y) any of the conditions to the Closing set forth in Sections 6.1 or 6.3 of the Merger Agreement not being satisfied, (b) if a meeting is held in respect of the matters set forth in Section 1.1(a)(ii) belowclause (a), the Shareholder shall: (i) to appear at each such meeting the meeting, in person or by proxy, or otherwise cause the all of such Class B Holder’s Subject Shares STPC Equity Securities to be counted as present thereat for purposes of establishing a quorum; and quorum and (iic) vote not to redeem, elect to redeem or consent (tender or submit any of its Subject STPC Equity Securities for redemption in connection with such stockholder 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 take, or cause to be voted or consented), in person or by proxytaken, all Subject Shares owned by the Shareholder (i) in favor of approval of actions and to do, or cause to be done, all things reasonably necessary under applicable Laws to consummate the Merger Agreement and any other action of the Company’s shareholders requested in furtherance thereof, (ii) against any action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Shareholder contained in this Agreement; (iii) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would reasonably be expected (A) to nullify, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; Agreement and (iv) against any other action, agreement or transaction submitted for approval on the terms and subject to the shareholders of the Company that would constitute an Alternative Proposal. (b) Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consentconditions set forth therein. The obligations of the Shareholder set forth each Class B Holder specified in this Section 1.1 1 shall apply whether or not the Company breaches or threatens to breach Merger, any of its representations, warranties, covenants or agreements set forth in the transactions contemplated by the Merger Agreement. Notwithstanding the foregoing, the obligations Agreement or any action described above is recommend by STPC’s board of the Shareholder set forth in this Section 1.1 shall terminate upon termination of this Agreement in accordance with its termsdirectors.

Agreement to Vote. (a) The Shareholder Subject to the terms of this Agreement, the Stockholder hereby irrevocably and unconditionally agrees that, from and after during the date hereof and until time this Agreement terminates pursuant to the terms hereofis in effect, at the Company Meeting any annual or any other special meeting of the shareholders stockholders of the Company, however called, and at every including any adjournment or postponement thereof, or and in connection with any action proposed to be taken by written consent of the shareholders stockholders of the Company, relating to any proposed action by the shareholders of the Company with respect Stockholder shall, in each case to the matters set forth in Section 1.1(a)(iifullest extent that the Subject Shares are entitled to vote thereon: (a) below, the Shareholder shall: (i) appear at each such meeting or otherwise cause all of the Subject Shares to be counted as present thereat for purposes of establishing determining a quorum; and and (iib) be present (in person or by proxy) and vote or consent (or cause to be voted or consented), in person or by proxy, all if another Person is the holder of record of any Subject Shares beneficially owned by the Shareholder Stockholder), or deliver (or cause to be delivered) a written consent with respect to, all of his Subject Shares (i) in favor of the adoption and approval of the Merger Agreement and any other action the approval of the Company’s shareholders requested in furtherance thereofMerger, (ii) against any action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to result in a breach of any covenantTakeover Proposal, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Shareholder contained in this Agreement; (iii) against any amendment of change in the Company’s articles Board of incorporation Directors and (iv) against any other action that is intended or bylaws, or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment, proposal, action or transaction would could reasonably be expected (A) to nullify, impede or interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impede, delay, postpone, prevent, discourage or materially and adversely affect the timely consummation of delay the Merger or the any other transactions contemplated by the Merger Agreement; . Until the Effective Time, the Stockholder shall retain at all times the right to vote the Subject Shares in the Stockholder’s sole discretion, and (iv) against without any other actionlimitation, agreement or transaction submitted for approval to the shareholders of the Company that would constitute an Alternative Proposal. (b) Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of effectuating and recording the results of such vote or consent. The obligations of the Shareholder on any matters other than those set forth in this Section 1.1 shall apply whether that are at any time or not from time to time presented for consideration to the Company breaches or threatens Company’s stockholders generally. (b) Notwithstanding anything in Section 1.1(a) to breach any the contrary, in the event of its representationsan Adverse Recommendation Change made in compliance with the Merger Agreement, warranties, covenants or agreements the obligation of the Stockholder to vote the Subject Shares held by the Stockholder in the manner set forth in Section 1.1(a) shall be modified such that the Merger Agreement. Notwithstanding Stockholder shall only be required to vote a number of Subject Shares equal to the foregoing, number of Subject Shares (rounded up to the obligations nearest whole share) that would represent as of the Shareholder set forth in this Section 1.1 shall terminate upon termination time of this Agreement in accordance with its termssuch vote 35% of the total voting power of the outstanding shares of Company Common Stock.

Agreement to Vote. (a) The Shareholder Each Stockholder (severally and not jointly) hereby irrevocably and unconditionally agrees that, from and after that until the date hereof and until this Agreement terminates pursuant to the terms hereofExpiration Time, at the Company Parent Stockholder Meeting or and at any other meeting of the shareholders stockholders of the CompanyParent, however called, and at every in each case including any adjournment or postponement thereof, or such Stockholder shall, in connection with any written consent of the shareholders of the Company, relating to any proposed action by the shareholders of the Company with respect each case to the matters set forth in Section 1.1(a)(ii) below, fullest extent that the Shareholder shallCovered Shares of such Stockholder are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause the Subject such Covered Shares to be counted as present thereat for purposes of establishing calculating a quorum; and (ii) vote or consent (or cause to be voted or consentedvoted), in person or by proxy, all Subject of such Covered Shares owned by the Shareholder (iA) in favor of the approval of the Merger Agreement Parent Share Issuance, the Parent Charter Amendment and any other related action reasonably requested by the Company in furtherance of the Company’s shareholders requested foregoing, including, without limiting any of the foregoing obligations, in furtherance thereoffavor of any proposal to 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, (iiB) against any action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Parent contained in the Merger Agreement or of the Shareholder such Stockholder contained in this Agreement; , and (iiiC) against any amendment of the Company’s articles of incorporation Acquisition Proposal or bylawsSuperior Proposal and against any other action, or other proposal, action agreement or transaction involving the Company Parent or any of its subsidiaries, which amendment, proposal, action or transaction Subsidiaries that would reasonably be expected (A) to nullifymaterially impede, interfere with or be inconsistent with the Merger Agreement or the transactions contemplated thereby (including the Merger), or (B) to otherwise impedewith, delay, postpone, prevent, discourage or materially and adversely affect or otherwise materially adversely affect or prevent the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement or the performance by Parent of its obligations under the Merger Agreement or by such Stockholder of its obligations under this Agreement; and (iv) against any other action, agreement or transaction submitted for approval to the shareholders of the Company that would constitute an Alternative Proposal. (b) Any such vote will be cast Each Stockholder hereby agrees (i) not to commence or consent will be given participate in accordance 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 procedures applicable thereto so as Company, SpinCo or any of their respective Affiliates relating to ensure that it is duly counted for purposes the negotiation, execution or delivery of determining that this Agreement or the Merger Agreement or the consummation of the transactions contemplated hereby or thereby, including any claim (A) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (B) alleging a quorum is present and for purposes breach of effectuating and recording any fiduciary duty of the results Board of such vote Directors of Parent in connection with this Agreement, the Merger Agreement or consent. the transactions contemplated hereby or thereby. (c) The obligations of the Shareholder set forth each Stockholder specified in this Section 1.1 ‎Section 2.01 shall apply whether or not the Company breaches or threatens to breach any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Notwithstanding the foregoingParent Share Issuance, the obligations Parent Charter Amendment or any action described above is recommended by the Board of the Shareholder set forth in this Section 1.1 shall terminate upon termination Directors of this Agreement in accordance with its termsParent (or any committee thereof).