Common use of Agreement to Vote Clause in Contracts

Agreement to Vote. (a) Stockholder agrees that: (i) at any meeting of the stockholders of Parent called to seek the Parent Stockholder Approval or in any other circumstances upon which a vote, consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder shall vote, or cause to be voted, the Subject Shares in favor of granting the Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance of Parent Common Stock in the Merger, (B) any action, agreement or proposal involving Parent or any Parent Subsidiary that would reasonably be expected to result in a breach of any covenant, representation or warranty of Parent or Merger Sub under the Transaction Agreement and (C) any amendment of the certificate of incorporation or bylaws of Parent or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of the Transaction Agreement or the Transactions or change in any manner the voting rights of any class of the capital stock of Parent. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. Prior to the Termination Date (a) Stockholder as defined herein), the Stockholder, in its capacity as a stockholder of Parent, irrevocably and unconditionally agrees that: (i) , at the Parent Meeting, at any other meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting, however called to seek and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of Parent (the Parent date of the taking of any such action being an applicable “Determination Date”), the Stockholder Approval or in shall, and shall cause any other circumstances upon which a vote, consent or other approval holder of Stockholder with respect to the Transaction Agreement or record of any of the Transactions Stockholder’s Covered Shares to: (a) when such meeting is soughtheld, Stockholder shall voteappear at such meeting or otherwise cause the Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Subject Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of granting approval of the Parent Stockholder Approval Share Issuance and the transactions contemplated thereby and any other actions matters necessary or reasonably requested by Weyerhaeuser and presented to the stockholders Company for consummation of Parent that are necessary and desirable in connection with the Parent Stockholder Approval Share Issuance and the Transactionsother transactions contemplated by the Merger Agreement, including the matters referred to in Section 6.05(c) of the Transaction AgreementMerger; and (iic) at any meeting of the stockholders of Parent vote (or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall voteexecute and return an action by written consent), or cause to be votedvoted at such meeting, including by executing a written or validly execute and return and cause such consent if requested by Weyerhaeuserto be granted with respect to, all of the Subject Stockholder’s Covered Shares against (A) any Parent Acquisition Proposal or and any other action, agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance of Parent Common Stock in the Merger, (B) any action, agreement or proposal involving Parent or any Parent Subsidiary action 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 Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent or Merger Sub under the Transaction Merger Agreement and (C) or result in a breach of any amendment covenant, representation or warranty or other obligation or agreement of the certificate Stockholder contained in this Agreement. The obligations of incorporation the Stockholder specified in this Section 1 shall apply whether or bylaws of not the Parent Share Issuance or any other action, agreement or proposal involving action described above is recommended by Parent Board or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of the Transaction Agreement or the Transactions or change in any manner the voting rights of any class of the capital stock of ParentBoard has effected a Parent Adverse Recommendation Change. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. (a) Stockholder From the period commencing with the date of this Agreement and continuing until the termination of this Agreement pursuant to Section 4.11, the Shareholder agrees that: (i) that at any meeting of the stockholders shareholders of Parent FSI called to seek the Parent Stockholder Approval FSI Shareholder Approvals or in any other circumstances upon which a vote, consent or other approval of Stockholder the Shareholder with respect to the Transaction Agreement Merger Agreement, the issuance of Merger Shares or any of the Transactions other transactions contemplated by the Merger Agreement is sought, Stockholder the Shareholder shall vote, or cause its Subject Shares to be voted, the Subject Shares present in favor person or by proxy for purposes of granting the Parent Stockholder Approval constituting a quorum and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by WeyerhaeuserFSI, its Subject Shares in favor of granting the FSI Shareholder Approvals and any other actions presented to the shareholders of FSI that are necessary and desirable in connection with the FSI Shareholder Approvals and the Merger Agreement, the issuance of Merger Shares or any of the other transactions contemplated by the Merger Agreement. (b) From the period commencing with the date of this Agreement and continuing until the termination of this Agreement pursuant to Section 4.11, the Shareholder agrees that at any meeting of the shareholders of FSI or in any other circumstances upon which a vote, consent or other approval of the Shareholder is sought, the Shareholder shall cause its Subject Shares to be present in person or by proxy for purposes of constituting a quorum and vote, or cause to be voted, including by executing a written consent if requested by FSI, its Subject Shares against (A) any Parent Acquisition Proposal Alternative Transaction or any other action, agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance of Parent Common Stock in Merger Shares or any of the Mergerother transactions contemplated by the Merger Agreement, (B) any action, agreement or proposal involving Parent FSI or any Parent Subsidiary of its Subsidiaries that would reasonably be expected to result in a breach of any covenant, representation or warranty of Parent FSI, Merger Sub I or Merger Sub II under the Transaction Merger Agreement and (C) any amendment of the certificate of incorporation or bylaws of Parent FSI or any other action, agreement or proposal involving Parent FSI or Parent Subsidiary any of its Subsidiaries that would materially in any manner impede, or frustrate, or prevent or nullify, nullify any provision of the Transaction Merger Agreement, the issuance of Merger Shares or any of the other transactions contemplated by the Merger Agreement or the Transactions or change in any manner the voting rights of any class of the capital stock shares of ParentFSI. (bc) Stockholder From the period commencing with the Effective Date and continuing until the termination of this Agreement pursuant to Section 4.11, the Shareholder agrees to vote, or cause to be voted, the Subject Shares, from time to time and at all times (unless FSI otherwise consents in writing), in whatever manner recommended by FSI’s Board of Directors as reflected in any FSI proxy or information statement in connection with such vote. The Shareholder shall be present in person or represented by proxy at all meetings of shareholders of FSI so that the Subject Shares may be counted for the purpose of determining the presence of a quorum at such meetings. The Shareholder shall not commit or agree to take any action inconsistent with any provision of this Section 3.01(a3.01(c). (d) The Shareholder shall not commit or agree to take any action inconsistent with any provision of Sections 3.01(a)-(b). (e) The Shareholder hereby covenants and agrees that, except for this Agreement, such Shareholder (i) has not entered into, and shall not enter into at any time while the Merger Agreement remains in effect, any voting agreement or voting trust with respect to the Subject Shares of such Shareholder, (ii) has not granted, and shall not grant at any time while the Merger Agreement remains in effect, a proxy, consent or power of attorney with respect to the Subject Shares of such Shareholder (except pursuant to any irrevocable proxy card delivered to the Company directing that the Subject Shares of such Shareholder be voted in accordance with this Section 3.01) and (iii) has not taken and shall not knowingly take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling such Shareholder from performing any of its obligations under this Agreement. The Shareholder hereby represents that all proxies, powers of attorney, instructions or other requests given by such Shareholder prior to the execution of this Agreement in respect of the voting of such Shareholder’s Subject Shares, if any, are not irrevocable and such Shareholder hereby revokes (and shall cause to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Shareholder’s Subject Shares.

Agreement to Vote. (a) Each Stockholder hereby agrees that: with Liberty to attend the Special Meeting of the Company (i) or any other meeting of stockholders of the Company at any meeting which the Merger Proposal is to be submitted to a vote of the stockholders of Parent called the Company), in person or by proxy, and to seek the Parent Stockholder Approval or in any other circumstances upon which a vote, consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder shall vote, vote (or cause to be voted) all Shares and any other voting securities of the Company (including any such securities acquired hereafter) that such Stockholder has the right to vote or direct the voting as of the applicable record date (collectively, the Subject "Covered Shares"), for approval and adoption of the Merger Agreement, the Merger and any related action reasonably required in furtherance thereof and duly submitted to a vote of the stockholders at the Special Meeting or any other meeting of stockholders of the Company, such agreement to vote to apply also to any adjournment or adjournments or postponement or postponements of the Special Meeting (or any such other meeting). Each Stockholder hereby further agrees with Liberty that he, she or it shall, from time to time, in connection with any consent or proxy solicitation relating to the Merger Agreement, timely execute and deliver (or cause to be timely executed and delivered) a written consent or proxy with respect to any Covered Shares in favor of granting the Parent Stockholder Approval approval and adoption of the Merger Agreement, the Merger and any other actions related action reasonably requested required in furtherance thereof as contemplated by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; andimmediately preceding sentence. (iib) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Each Stockholder is sought, Stockholder shall vote, hereby agrees with Liberty to vote (or cause to be voted) any Covered Shares against any Alternative Proposal and any related action reasonably required in furtherance thereof, at any meeting of stockholders of the Company (including by executing any adjournments or postponements thereof) called to consider and vote on any Alternative Proposal. Each Stockholder further agrees with Liberty that, in connection with any consent or proxy solicitation relating to a Alternative Proposal, such Stockholder will timely execute and deliver (or cause to be timely executed and delivered) a written consent if requested by Weyerhaeuser, the Subject or proxy with respect to any Covered Shares against any Alternative Proposal as contemplated by the immediately preceding sentence. (Ac) To the extent inconsistent with the foregoing provisions of this Section 1, each Stockholder acknowledges and agrees with Liberty that such Stockholder hereby revokes any Parent Acquisition Proposal or and all previous proxies with respect to such Stockholder's Covered Shares. (d) Notwithstanding any other action, agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance of Parent Common Stock in the Merger, (B) any action, agreement or proposal involving Parent or any Parent Subsidiary that would reasonably be expected to result in a breach of any covenant, representation or warranty of Parent or Merger Sub under the Transaction Agreement and (C) any amendment of the certificate of incorporation or bylaws of Parent or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of the Transaction Agreement this Agreement, nothing contained herein shall (i) restrict, limit or the Transactions or change prohibit in any manner the voting rights of any class Stockholder (including in such Stockholder's representative capacity) who is a director or officer of the capital stock Company, any Subsidiary of Parent. the Company or of Tokyo or any Subsidiary of Tokyo, from taking any action or omitting to act in his capacity as such a director or officer or (bii) require any Stockholder shall not commit (including in such Stockholder's representative capacity) to, or agree to seek to, cause any director or officer of the Company, any Subsidiary of the Company or of Tokyo or any Subsidiary of Tokyo, to take or omit to take any action inconsistent with in his capacity as such a director or officer; provided that nothing in this Section 1(d) shall be deemed to relieve any provision Stockholder from such Stockholder's obligations under Sections 1, 2 and 3 of Section 3.01(a)this Agreement.

Agreement to Vote. (a) The Stockholder hereby agrees that, during the Voting Period, it shall vote or execute consents, as applicable, with respect to the Owned Shares and any New Shares beneficially owned by the Stockholder as of the applicable record date (or cause to be voted or a consent to be executed with respect to the Owned Shares and any New Shares beneficially owned by the Stockholder as of the applicable record date) in favor of the approval of the Merger Agreement, the Merger and the Transactions at any meeting (or any adjournment or postponement thereof) of, or in connection with any proposed action by written consent of, the holders of any class or classes of capital stock of the Company at or in connection with which any of such holders vote or execute consents with respect to any of the foregoing matters. (b) The Stockholder hereby agrees that, during the Voting Period, the Stockholder shall vote or execute consents, as applicable, with respect to the Owned Shares and any New Shares beneficially owned by the Stockholder as of the applicable record date (or cause to be voted or a consent to be executed with respect to the Owned Shares and any New Shares beneficially owned by the Stockholder as of the applicable record date) against each of the matters set forth in clauses (i) or (ii) below at any meeting (or any adjournment or postponement thereof) of, or in connection with any proposed action by written consent of, the holders of any class or classes of capital stock of the Company at or in connection with which any of such holders vote or execute consents with respect to any of the following matters: (i) any action, proposal, transaction or agreement involving the Company or any of its subsidiaries that would reasonably be expected to, in any material respect, prevent, impede, frustrate, interfere with, delay, postpone or adversely affect the Merger or the other Transactions; or (ii) any Acquisition Proposal, other than an Acquisition Proposal made by Parent. (c) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. Nothing contained in this Section 2.1shall require the Stockholder to vote or execute any consent with respect to any Option Shares on or not issued upon the exercise of a Company Option on or prior to the applicable record date for that vote or consent. (d) Except as set forth in clauses (a) and (b) of this Section 2.1, the Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any matter presented to the stockholders of the Company. In addition, nothing in this Agreement shall give Parent the right to vote any Owned Shares at any meeting of the stockholders of Parent called to seek the Parent Stockholder Approval or other than as provided in any other circumstances upon which a vote, consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder shall vote, or cause to be voted, the Subject Shares in favor of granting the Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in this Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance of Parent Common Stock in the Merger, (B) any action, agreement or proposal involving Parent or any Parent Subsidiary that would reasonably be expected to result in a breach of any covenant, representation or warranty of Parent or Merger Sub under the Transaction Agreement and (C) any amendment of the certificate of incorporation or bylaws of Parent or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of the Transaction Agreement or the Transactions or change in any manner the voting rights of any class of the capital stock of Parent2.1. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. (a) Stockholder Prior to the Termination Date, the Holder irrevocably and unconditionally agrees that: (i) that such Holder shall, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting), however called, of the stockholders Parent Stockholders, appear at such meeting or otherwise cause the Covered Securities to be counted as present thereat for purpose of Parent called to seek the Parent Stockholder Approval or in any other circumstances upon which establishing a vote, consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder shall quorum and vote, or cause to be votedvoted at such meeting, or by written consent in connection with any written consent of the Subject Shares Parent Stockholders, all Covered Securities: (a) in favor of granting the Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to approval of the stockholders issuance of shares of Parent that are necessary and desirable Class A Common Stock in connection with the Initial Merger and any other proposal considered and voted upon by the Parent Stockholder Approval and Stockholders at any Parent Stockholders’ Meeting necessary for consummation of the Transactionstransactions contemplated by the Merger Agreement, including the matters referred to in Section 6.05(c) of the Transaction AgreementMergers; and (iib) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares (i) against (A) any Parent Acquisition Proposal Proposal, (ii) against any action that would reasonably be expected to impede, interfere with or any other action, agreement or proposal made in opposition to or in competition with delay the consummation of the Merger and the issuance of Parent Common Stock in the Merger, (B) any action, agreement or proposal involving Parent Mergers or any Parent Subsidiary of the other transactions contemplated by the Merger Agreement or this Agreement or any transaction that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty of Parent or Merger Sub under the Transaction Agreement and (C) any amendment of the certificate of incorporation other obligation or bylaws agreement of Parent or any of its Subsidiaries under the Merger Agreement and (iii) in favor of any proposal to adjourn or postpone the Parent Stockholders’ Meeting to a later date if there are not sufficient votes to approve the Stock Issuance. Any attempt by the Holder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of) the Covered Securities 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 Covered Securities, 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) all of such Covered Securities in accordance with this Section 3.1. Notwithstanding anything to the contrary in this Agreement, the Holder shall remain free to vote (or execute consents or proxies with respect to) the Covered Securities with respect to any matter other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of the Transaction Agreement or the Transactions or change than as set forth in Section 3.1(a) and Section 3.1(b) in any manner the voting rights of any class of the capital stock of Parent. Holder deems appropriate. Notwithstanding anything in clause (a) or (b) above, if at any time prior to receipt of the Parent Stockholder Approval, a Parent Adverse Change Recommendation in compliance with Section 5.4 of the Merger Agreement occurs, the obligations of the Holder with respect to the Covered Securities held by the Holder under this Agreement shall not commit or agree be modified such that such obligations shall only bind the Holder with respect to take any action inconsistent a number of shares of Parent Class A Common Stock and shares of Parent Class B Common Stock held by the Holder equal to the number of shares of Parent Class A Common Stock and shares of Parent Class B Common Stock that would, together with any provision the shares of Section 3.01(aParent Class A Common Stock and shares of Parent Class B Common Stock held by the other holders subject to the other Voting Agreements, in the aggregate represent 29.9% of the total voting power of the outstanding shares of Parent Class A Common Stock and Parent Class B Common Stock entitled to vote on the Stock Issuance as of the applicable record date (rounded down to the nearest whole share). Any reduction in the number of Covered Securities of the Holder subject to the obligations under this Agreement pursuant to the foregoing sentence shall be made on a pro rata basis in proportion to the respective voting power of the Holder and such other holders subject to the other Voting Agreements as of the applicable record date (in each case rounded down to the nearest whole share).

Agreement to Vote. Subject to the earlier termination of this Agreement in accordance with Section 4, the Shareholder, in its capacity as a shareholder or proxy holder of the Company, irrevocably and unconditionally agrees that it shall, and shall cause any other holder of record of the Shareholder’s Covered Shares to, validly execute and deliver to the Company, on (aor effective as of) Stockholder the fifth (5th) day following the date that the notice of the Company Annual and Special Meeting 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 or proxy holder of the Company, irrevocably and unconditionally agrees that: (i) , at any meeting of the stockholders shareholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called to seek and including any adjournment or postponement thereof) and in connection with any written consent of shareholders of the Parent Stockholder Approval or in Company, the Shareholder shall, and shall cause any other circumstances upon which holder of record of any of the Shareholder’s Covered Shares to: (a) if and when such meeting is held, appear at such meeting or otherwise cause the Shareholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) execute and return an action by written consent (or vote, in person or by proxy), or validly execute and return and cause such consent or other approval of Stockholder to be granted with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder shall vote, (or cause to be votedvoted at such meeting), all of the Subject Shareholder’s Covered Shares owned as of the date that any written consent is executed by the Shareholder (or the record date for such meeting) in favor of granting the Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the TransactionsCompany Transaction Proposals, including the matters referred to in Section 6.05(c) of the Transaction Agreement; andas set forth on Exhibit A hereto; (iic) at any meeting of the stockholders of Parent execute and return an action by written consent (or in any other circumstances upon which a vote, in person or by proxy), or validly execute and return and cause such consent or other approval of Stockholder is sought, Stockholder shall vote, to be granted with respect to (or cause to be votedvoted at such meeting), including by executing a written consent if requested by Weyerhaeuser, all of the Subject Shareholder’s Covered Shares against (A) any Parent Acquisition Proposal Company Business Combination or any Company Business Combination Proposal (as defined below) (in each case, other action, than the Transactions) and any other action or agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance of Parent Common Stock in the Merger, (B) any action, agreement or proposal involving Parent or any Parent Subsidiary that would reasonably be expected to (i) frustrate the purposes of, or materially impede, interfere with, delay, postpone or adversely affect the Transactions (including the consummation thereof), (ii) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent or Merger Sub the Company under the Transaction Merger Agreement or cause any of the conditions to Closing set forth in Article VII of the Merger Agreement not to be fulfilled or (iii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Shareholder contained in this Agreement and (CB) any amendment merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of all or substantially all assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company; and (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents or otherwise sought in furtherance of the certificate of incorporation Transactions, vote, consent or bylaws of Parent approve (or any other actioncause to be voted, agreement consented or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision approved) all of the Transaction Agreement or the Transactions or change Shareholder’s Covered Shares owned at such time in any manner the voting rights of any class of the capital stock of Parentfavor thereof. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. (a) From the period commencing with the execution and delivery of this Agreement and continuing until the termination of this Agreement pursuant to Section 4.11, each Stockholder agrees that: (i) at any meeting of the stockholders of Parent called to seek the Parent Stockholder Approval or in any other circumstances upon which a vote, consent or other approval of such Stockholder with respect to the Transaction Agreement Merger Agreement, the Parent Share Issuance or any of the Transactions other transactions contemplated by the Merger Agreement is sought, such Stockholder shall cause its Subject Shares to be present in person or by proxy for purposes of constituting a quorum and vote, or cause to be voted, including by executing a written consent if requested by the Company, its Subject Shares in favor of granting the Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the TransactionsMerger Agreement, including the matters referred to in Section 6.05(c) Parent Share Issuance or any of the Transaction other transactions contemplated by the Merger Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of such Stockholder is sought, such Stockholder shall cause its Subject Shares to be present in person or by proxy for purposes of constituting a quorum and vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuserthe Company, the its Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the consummation of the Parent Share Issuance or any of the other transactions contemplated by the Merger and the issuance of Parent Common Stock in the MergerAgreement, (B) any action, agreement or proposal involving Parent or any Parent Subsidiary of its Subsidiaries that would reasonably be expected to result in a breach of any covenant, representation or warranty of Parent Parent, Merger Sub or Merger Sub II under the Transaction Merger Agreement and (C) any amendment of the certificate of incorporation or bylaws of Parent or any other action, agreement or proposal involving Parent or Parent Subsidiary any of its Subsidiaries that would materially in any manner impede, or frustrate, or prevent or nullify, nullify any provision of the Transaction Merger Agreement, the Parent Share Issuance or any of the other transactions contemplated by the Merger Agreement or the Transactions or change in any manner the voting rights of any class of the capital stock of Parent. (b) Each Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. (a) Stockholder agrees that: (i) at any At each and every meeting of the stockholders of Parent called held prior to seek the Parent Stockholder Approval Termination Date, however called, and at every adjournment or postponement thereof prior to the Termination Date, or in connection with each and every written consent of, or any other circumstances upon which action by, the stockholders of Parent given or solicited prior to the Termination Date, each Stockholder will vote or provide a vote, consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder shall voteto, or shall cause the holder of record on any applicable record date to be votedvote or provide a consent with respect to, all of the Subject Shares entitled to vote or to consent thereon (i) in favor of granting the adoption of the Merger Agreement, the issuance of Parent Stockholder Approval Shares to the Company Stockholders pursuant to the terms of the Merger Agreement, and any other actions reasonably requested contemplated by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with Merger Agreement, including the Parent Stockholder Approval Proposals, and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance of Parent Common Stock in the Merger, (B) any action, agreement or proposal involving Parent or any Parent Subsidiary that would reasonably be expected to result in a breach of any covenant, representation or warranty of Parent or Merger Sub under the Transaction Agreement and (C) any amendment of the Parent’s certificate of incorporation or bylaws of Parent or any other actionproposal or transaction involving Parent, agreement the effect of which amendment or other proposal involving Parent or Parent Subsidiary that would materially impedetransaction is to delay, or frustrateimpair, or prevent or nullify, any provision of nullify the Transaction Agreement Merger or the Transactions transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of the capital stock of Parent, and against any other action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of Parent or its stockholders under the Merger Agreement. Notwithstanding any other provision of this Agreement, each Stockholder’s obligations under this Section 2.2(a) shall not extend to any modification or amendment to the Merger Agreement unless such stockholder otherwise agrees in a subsequent writing. (b) No Stockholder shall not commit will enter into any agreement with any Person (other than the Company) prior to the Termination Date (with respect to periods prior to or agree after the Termination Date) directly or indirectly to take vote, consent, grant any action proxy or give instructions with respect to the voting of, the Subject Shares in respect of the matters described in Section 2.2(a) hereof, or the effect of which would be inconsistent with or violate any provision contained in this Section 2.2. Any vote or consent (or withholding of consent) by any Stockholder that is not in accordance with this Section 3.01(a)2.2 will be considered null and void,.

Agreement to Vote. Subject to the earlier termination of this Agreement in accordance with Section 4, the Shareholder, solely 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 a voting proxy in substantially the form attached hereto as Exhibit A (athe “Voting Proxy”) Stockholder agrees that: in respect of all of the Shareholder’s Covered Shares, on (ior effective as of) at the fifth (5th) day following the date on which the notice of any meeting of the stockholders shareholders of Parent called to seek the Parent Stockholder Approval Company (the “Company Shareholders Meeting”) is delivered by the Company (or in connection with any request for written consent of the shareholders of the Company), for the purpose of approving any of the Company Shareholders Matters. In addition, prior to the Termination Date (as defined herein), the Shareholder, solely in its capacity as a shareholder or proxy holder of the Company, irrevocably and unconditionally agrees that, at any Company Shareholder Meeting (whether annual or special and whether or not adjourned or postponed and however called) and in connection with any written consent of shareholders of the Company to approve the Company Shareholder Matters, the Shareholder shall, and shall cause any other circumstances upon which holder of record of any of the Shareholder’s Covered Shares to: (a) if and when such Company Shareholders Meeting is held, appear at such meeting or otherwise cause the Shareholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) execute and return an action by written consent (or vote, in person or by proxy), or validly execute and return and cause such consent or other approval of Stockholder to be granted with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder shall vote, (or cause to be votedvoted at such meeting), all of the Subject Shareholder’s Covered Shares owned as of the date that any written consent is executed by the Shareholder (or the record date for such meeting) in favor of granting (i) the Parent Stockholder Approval Merger and the adoption of the Business Combination Agreement, (ii) the Company Shareholder Matters, and (iii) any other actions matters necessary or reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the Company for consummation of the Merger and the issuance 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 of Parent Common Stock in the Merger, (B) Shareholder’s Covered Shares against any action, agreement or proposal involving Parent or Company Acquisition Proposal and any Parent Subsidiary other action 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 other obligation or agreement of Parent or Merger Sub the Company under the Transaction Business Combination Agreement and (C) that would result in the failure of any amendment condition set forth in Section 8.1, Section 8.2, or Section 8.3 of the certificate of incorporation or bylaws of Parent or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of the Transaction Business Combination Agreement or the Transactions or change in any manner the voting rights of any class of the capital stock of Parentto be satisfied. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. (a) Stockholder From the date of this Agreement until the Termination Date, each Holder irrevocably and unconditionally agrees that: (i) , at any meeting of the stockholders of Parent called to seek the Parent Stockholder Approval (whether annual or in any other circumstances upon which a votespecial and whether or not an adjourned or postponed meeting, consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder shall votehowever called), or cause to be voted, the Subject Shares in favor of granting the Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting written consent of the stockholders of Parent or in any other circumstances upon which unitholders of Opco LP, such Holder shall: (a) appear at such meeting or otherwise cause the applicable Securities to be counted as present thereat for purpose of establishing a vote, consent quorum; (b) vote (or other approval of Stockholder is sought, Stockholder shall voteexecute and return an action by written consent), or cause to be votedvoted at such meeting in person or by proxy (or validly execute and return and cause such consent to be granted with respect to), including by executing a all of the Holder’s applicable Securities owned as of the record date for such meeting (or the date that any written consent if requested is executed by Weyerhaeuserthe Holder) in favor of (i) adoption of the Merger Agreement; (ii) the approval of the Parent Merger and the other Transactions; (iii) any amendment and/or restatement of the Organizational Documents of Parent or any of its Subsidiaries necessary to effect the consummation of the Transactions as contemplated by the Merger Agreement; and (iv) any other proposals agreed to by Parent and the Company which are necessary and appropriate in connection with the Transactions or to effectuate the intent of the foregoing clauses (i) through (iii); and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting in person or by proxy (or validly execute and return and cause such consent to be granted with respect to), all of the Subject Shares Holder’s applicable Securities against (Ai) any agreement, transaction or proposal that relates to a Parent Acquisition Competing Proposal or any other actiontransaction, proposal, agreement or proposal action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the consummation of Mergers or matters contemplated by the Merger and the issuance of Parent Common Stock in the Merger, Agreement; (Bii) any action, action or agreement or proposal involving Parent or any Parent Subsidiary that would reasonably be expected to result in a breach of any covenant, representation or warranty of Parent or Merger Sub under the Transaction Agreement and (C) any amendment of the certificate of incorporation other obligation or bylaws agreement of Parent or any other action, of its Subsidiaries contained in the Merger Agreement or of the Holder contained in this Agreement; (iii) any action or agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, reasonably be expected to result in (x) any provision condition to the consummation of the Transaction Mergers set forth in Article VII of the Merger Agreement not being fulfilled or the Transactions or (y) any change in any manner to the voting rights of any class of the shares of capital stock of Parent (including any amendments to Parent. ’s Organizational Documents); and (biv) Stockholder any other action that could reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the transactions contemplated by the Merger Agreement, including the Mergers, or this Agreement. Any attempt by the Holder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of), the Holder’s applicable Securities 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 Securities, 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) all of such Securities in accordance with this Section 3.1. Notwithstanding anything herein to the contrary in this Agreement, this Section 3.1 shall not commit require any Holder to be present (in person or agree by proxy) or vote (or cause to take be voted), any action inconsistent with of the applicable Securities to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount, changes the form of the Merger Consideration payable, extends the End Date or otherwise adversely affects such Holder of the Company (in its capacity as such) in any material respect. Notwithstanding anything to the contrary in this Agreement each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Securities with respect to any matter other than as set forth in Section 3.01(a)3.1(a) and Section 3.1(c) in any manner such Holder deems appropriate, including in connection with the election of directors of the Company. The obligations of the Holder specified in this Section 3.1 shall apply whether or not the Mergers or any action described above is recommended by the Parent Board.

Agreement to Vote. Prior to the Termination Date (a) Stockholder as defined herein), each Stockholder, in its capacity as a stockholder of the Company or partner of the Partnership, irrevocably and unconditionally agrees that: (i) , at any meeting of the stockholders of Parent called to seek the Parent Stockholder Approval Company or partners of the Partnership (whether annual or special and whether or not an adjourned or postponed meeting), including the Company Shareholders’ Meeting, and in connection with any written consent of the stockholders of the Company or partners of the Partnership or in any other circumstances upon which where a vote, consent or other approval vote of Stockholder with respect to the Transaction Agreement or any stockholders of the Transactions Company or partners of the Partnership is sought, such Stockholder shall voteshall: (a) when such meeting is held, appear at such meeting or otherwise cause such Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of such Stockholder’s Covered Shares owned as of the Subject Shares record date for such meeting (or the date that any written consent is executed by such Stockholder) in favor of granting the Parent Stockholder Approval adoption of the Merger Agreement and the approval of the Company Merger or Partnership Merger, as applicable, and any other actions reasonably requested by Weyerhaeuser and matters necessary or presented to or proposed for consummation of the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval Mergers and the Transactions, including other transactions contemplated by the matters referred to in Section 6.05(c) of the Transaction Merger Agreement; and (iic) at any meeting of the stockholders of Parent vote (or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall voteexecute and return an action by written consent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), including by executing a written consent if requested by Weyerhaeuser, the Subject all of such Stockholder’s Covered Shares against (A) any Parent Company Acquisition Proposal or and any other action, agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance of Parent Common Stock in the Merger, (B) any action, agreement or proposal involving Parent or any Parent Subsidiary action that would could reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Mergers or other transactions contemplated by the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent the Company or Merger Sub the Partnership under the Transaction Merger Agreement and or of Stockholder under this Agreement. The obligations of the Stockholder specified in this Section 1 shall apply whether or not (A) the Company Merger or any action described above is recommended by the Company Board, (B) the Partnership Merger or any action described above is approved or recommended by the general partner of the Partnership or (C) any amendment the Company Board, the general partner of the certificate of incorporation or bylaws of Parent Partnership or any other action, agreement of their committees have effected an Adverse Recommendation Change. Nothing in this Agreement shall limit or proposal involving Parent or Parent Subsidiary that would materially impederestrict a Stockholder, or frustrateany affiliate or designee of such Stockholder, or prevent or nullify, any provision who serves as a member of the Transaction Agreement Company Board or the Transactions or change in any manner the voting rights of any class as an officer of the capital stock Company in acting in his or her capacity as a director or officer of Parent. (b) the Company and exercising his or her fiduciary duties and responsibilities in such capacity; it being understood that this Agreement shall apply to such Stockholder solely in such Stockholder’s capacity as a stockholder of the Company or partner of the Partnership and shall not commit apply to such Stockholder’s, Affiliate’s or agree designee’s actions, judgments or decisions as a director or officer of the Company. Notwithstanding anything to take the contrary herein, in the event that a vote or consent of the stockholders of the Company is required in order to effect an amendment to the Merger Agreement that reduces the amount or changes the form of consideration payable in the Merger or otherwise materially amends the Merger Agreement in a manner adverse to the Stockholder (any action inconsistent such amendment, an “Adverse Amendment”), the provisions of this Section 1 shall not apply with any provision of Section 3.01(arespect to the Stockholder’s vote or consent with respect to such Adverse Amendment (unless the Stockholder consents to such Adverse Amendment).

Agreement to Vote. (a) The Stockholder hereby agrees that: (i) that from and after the date hereof until the termination of this Agreement, at any duly called meeting of the stockholders of Parent called to seek the Parent Stockholder Approval or Clinical Data, and in any other circumstances upon which a vote, action by written consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder shall vote, or cause to be voted, the Subject Shares in favor of granting the Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent Clinical Data, the Stockholder shall, if a meeting is held, appear at the meeting and any adjournment or postponement thereof, in any other circumstances upon person or by proxy, or otherwise cause the Subject Common Shares over which the Stockholder has sole voting power (and use his best efforts to cause the Subject Common Shares over which the Stockholder has joint voting power) to be counted as present thereat for purposes of establishing a votequorum, consent or other approval of Stockholder is sought, and such Stockholder shall vote, vote or consent the Subject Common Shares over which the Stockholder has sole voting power (and cause to be voted, including by executing a written consent if requested by Weyerhaeuser, voted or consented the Subject Common Shares against over which the Stockholder has joint voting power), in person or by proxy, (Aa) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition favor of approving the issuance of shares of Clinical Data’s Common Stock pursuant to or in competition with the consummation of the Merger and each of the other transactions and other matters specifically contemplated by the Merger Agreement, (b) in favor of any proposal to adjourn any such meeting if necessary to permit further solicitation of proxies in the event there are not sufficient votes at the time of such meeting to approve the issuance of Parent shares of Clinical Data’s Common Stock in pursuant to the Merger, (Bc) against any action, action or agreement or proposal involving Parent or any Parent Subsidiary submitted for approval of the stockholders of Clinical Data that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent or Merger Sub Clinical Data under the Transaction Merger Agreement or of the Stockholder under this Agreement and (Cd) except as otherwise agreed in writing by the Company, against any amendment action, agreement, transaction or proposal submitted for approval of the certificate stockholders of incorporation or bylaws of Parent or any other action, agreement or proposal involving Parent or Parent Subsidiary Clinical Data that would materially reasonably be expected to result in any of the conditions to Clinical Data’s obligations under the Merger Agreement not being fulfilled or that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay or frustrate, or prevent or nullify, any provision of adversely affect the Transaction Agreement or transactions contemplated by the Transactions or change Merger Agreement. Any vote by the Stockholder that is not in any manner the voting rights of any class of the capital stock of Parent. (b) accordance with this Section 1.1 shall be considered null and void. The Stockholder shall not commit enter into any agreement or agree understanding with any person or entity prior to take any action the termination of this Agreement to vote or give instructions in a manner inconsistent with any provision clauses (a), (b), (c) or (d) of this Section 3.01(a)1.1.

Agreement to Vote. (a) The Stockholder hereby agrees that, during the Voting Period, he shall vote or execute consents, as applicable, with respect to the Owned Shares, any New Shares and any Option Shares beneficially owned by him as of the applicable record date (or cause to be voted or a consent to be executed with respect to the Owned Shares, any New Shares and any Option Shares beneficially owned by him as of the applicable record date) in favor of the approval and adoption of the Merger Agreement and the transactions contemplated by the Merger Agreement, at any meeting (or any adjournment or postponement thereof) of, or in connection with any proposed action by written consent of, the holders of any class or classes of capital stock of the Company at or in connection with which any of the holders vote or execute consents with respect to any of the foregoing matters. (b) The Stockholder hereby agrees that, during the Voting Period, he shall vote or execute consents, as applicable, with respect to the Owned Shares, any New Shares and any Option Shares beneficially owned by him as of the applicable record date (or cause to be voted or a consent to be executed with respect to the Owned Shares, any New Shares and any Option Shares beneficially owned by him as of the applicable record date) against each of the matters set forth in clauses (i), (ii), (iii) or (iv) below at any meeting (or any adjournment or postponement thereof) of, or in connection with any proposed action by written consent of, the holders of any class or classes of capital stock of the Company at or in connection with which any of the holders vote or execute consents with respect to any of the following matters: (i) at any meeting of the stockholders of Parent called to seek the Parent Stockholder Approval or in any other circumstances upon which a vote, consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder shall vote, or cause to be voted, the Subject Shares in favor of granting the Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance of Parent Common Stock in the Merger, (B) any action, proposal, transaction or agreement or proposal involving Parent or any Parent Subsidiary that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Parent the Company contained in the Merger Agreement or of the Stockholder contained in this Agreement; (ii) any action, proposal, transaction or agreement involving the Company or any of its subsidiaries that would reasonably be expected to prevent, impede, frustrate, interfere with, delay, postpone or adversely affect the Merger Sub under and the Transaction Agreement and other transactions contemplated by the Merger Agreement; (Ciii) any Acquisition Proposal made prior to the termination of the Merger Agreement, other than an Acquisition Proposal made by Parent; and (iv) any amendment to the Company's Certificate of the certificate of incorporation Incorporation or bylaws of Parent or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of the Transaction Agreement or the Transactions or change in any manner the voting rights of any class of the capital stock of ParentBy-laws. (bc) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. Nothing contained in this Section 2.1 shall require the Stockholder shall to vote or execute any consent with respect to any Option Shares not commit issued upon the exercise of a Company Option prior to the applicable record date for that vote or agree to take any action inconsistent with any provision of Section 3.01(a)consent.

Agreement to Vote. (a) Stockholder agrees that: (i) Subject to the terms and conditions set forth herein, from and after the date hereof, at any meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned, postponed, reconvened or recessed meeting) (a “Stockholder Meeting”) however called to seek for the purpose of considering or voting on the Parent Stockholder Approval Matters, or in connection with any other circumstances upon which a vote, written consent or other of stockholders of Parent in connection with the approval of the Parent Stockholder with respect to Matters, Stockholder irrevocably and unconditionally agrees that he, she or it shall, or shall cause the Transaction Agreement or any holder of record of the Transactions Covered Shares, on each record date relevant to such a stockholder vote or approval to: (a) when a Stockholder Meeting is soughtheld, appear at such meeting in person (including via electronic means if the Stockholder shall voteMeeting is held virtually) or represented by a duly executed and non-revoked proxy or otherwise cause the Covered Shares entitled to vote thereat to be counted as present thereat for the purpose of establishing a quorum, and respond to each request by Parent for written consent, if any, and (b) vote (whether by ballot at a meeting or by proxy), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), the Subject all Covered Shares entitled to vote thereat: (i) in favor of granting the Parent Stockholder Approval Matters and any other actions reasonably requested by Weyerhaeuser and presented to matters necessary or advisable for consummation of the stockholders of Parent that are necessary and desirable in connection with Merger, the Parent Stockholder Approval Stock Issuance and the Transactionsother transactions contemplated in the Merger Agreement that is presented by Parent for a vote of its stockholders (including, including but not limited to, any motion by the matters referred to in Section 6.05(c) chairman of the Transaction Agreement; Stockholder Meeting to adjourn, reconvene, recess or otherwise postpone such meeting), and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other against approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the Merger Agreement, the consummation of the Merger and the issuance of Parent Common Stock in the Merger, (B) any action, agreement or proposal involving Parent or any Parent Subsidiary that would reasonably be expected to result in a breach of any covenant, representation or warranty of Parent or Merger Sub under the Transaction Agreement and (C) any amendment of the certificate of incorporation or bylaws of Parent or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of transactions contemplated by the Transaction Merger Agreement or the Transactions or change in any manner the voting rights of any class of the capital stock of Parentthis Agreement. (bc) Any vote required to be cast or consent required to be executed pursuant to this Section 1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that the Covered Shares are duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. Except as permitted under Section 1(b), Stockholder shall not commit retain at all times the right to vote the Covered Shares in Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 1 that are at any time or agree from time to take any action inconsistent with any provision of Section 3.01(a)time presented for consideration to the Parent’s stockholders.

Agreement to Vote. (a) Stockholder Each of the Stockholders hereby agrees that, during the Voting Period, such Stockholder shall vote or execute consents, as applicable, with respect to the Owned Shares and any New Shares beneficially owned by it as of the applicable record date (or cause to be voted or a consent to be executed with respect to the Owned Shares and any New Shares beneficially owned by it as of the applicable record date) in favor of the approval of the Merger Agreement and the transactions contemplated by the Merger Agreement, at any meeting (or any adjournment or postponement thereof) of, or in connection with any proposed action by written consent of, the holders of any class or classes of capital stock of the Company at or in connection with which any of such holders vote or execute consents with respect to any of the foregoing matters. (b) Each of the Stockholders hereby agrees that, during the Voting Period, such Stockholder shall vote or execute consents, as applicable, with respect to the Owned Shares and any New Shares beneficially owned by it as of the applicable record date (or cause to be voted or a consent to be executed with respect to the Owned Shares and any New Shares beneficially owned by it as of the applicable record date) against each of the matters set forth in clauses (i), (ii) or (iii) below at any meeting (or any adjournment or postponement thereof) of, or in connection with any proposed action by written consent of, the holders of any class or classes of capital stock of the Company at or in connection with which any of such holders vote or execute consents with respect to any of the following matters: (i) any action, proposal, transaction or agreement involving the Company or any of its subsidiaries that would reasonably be expected to, in any material respect, prevent, impede, frustrate, interfere with, delay, postpone or adversely affect the Merger or the other transactions contemplated by the Merger Agreement; or (ii) any Acquisition Proposal, other than an Acquisition Proposal made by Parent. (c) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent (d) Except as set forth in clauses (a) and (b) of this Section 2.1, no Stockholder shall be restricted from voting in favor of, against or abstaining with respect to any matter presented to the stockholders of the Company. In addition, nothing in this Agreement shall give Parent the right to vote any Owned Shares at any meeting of the stockholders of Parent called to seek the Parent Stockholder Approval or other than as provided in any other circumstances upon which a vote, consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder shall vote, or cause to be voted, the Subject Shares in favor of granting the Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in this Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance of Parent Common Stock in the Merger, (B) any action, agreement or proposal involving Parent or any Parent Subsidiary that would reasonably be expected to result in a breach of any covenant, representation or warranty of Parent or Merger Sub under the Transaction Agreement and (C) any amendment of the certificate of incorporation or bylaws of Parent or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of the Transaction Agreement or the Transactions or change in any manner the voting rights of any class of the capital stock of Parent2.1. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. (a) Each Stockholder hereby agrees that: (i) that from and after the date hereof until the termination of this Agreement, at any duly called meeting of the stockholders of Parent called to seek the Parent Stockholder Approval or Clinical Data, and in any other circumstances upon which a vote, action by written consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder shall vote, or cause to be voted, the Subject Shares in favor of granting the Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent Clinical Data, such Stockholder shall, if a meeting is held, appear at the meeting and any adjournment or postponement thereof, in any other circumstances upon person or by proxy, or otherwise cause the Subject Common Shares over which such Stockholder has sole voting power (and use their best efforts to cause the Subject Common Shares over which such Stockholder has joint voting power) to be counted as present thereat for purposes of establishing a votequorum, consent or other approval of Stockholder is sought, and such Stockholder shall vote, vote or consent the Subject Common Shares over which such Stockholder has sole voting power (and cause to be voted, including by executing a written consent if requested by Weyerhaeuser, voted or consented the Subject Common Shares against over which such Stockholder has joint voting power), in person or by proxy, (Aa) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition favor of approving the issuance of shares of Clinical Data’s Common Stock pursuant to or in competition with the consummation of the Merger and each of the other transactions and other matters specifically contemplated by the Merger Agreement, (b) in favor of any proposal to adjourn any such meeting if necessary to permit further solicitation of proxies in the event there are not sufficient votes at the time of such meeting to approve the issuance of Parent shares of Clinical Data’s Common Stock in pursuant to the Merger, (Bc) against any action, action or agreement or proposal involving Parent or any Parent Subsidiary submitted for approval of the stockholders of Clinical Data that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent or Merger Sub Clinical Data under the Transaction Merger Agreement or of such Stockholder under this Agreement and (Cd) except as otherwise agreed in writing by the Company, against any amendment action, agreement, transaction or proposal submitted for approval of the certificate stockholders of incorporation or bylaws of Parent or any other action, agreement or proposal involving Parent or Parent Subsidiary Clinical Data that would materially reasonably be expected to result in any of the conditions to Clinical Data’s obligations under the Merger Agreement not being fulfilled or that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay or frustrate, or prevent or nullify, any provision of adversely affect the Transaction Agreement or transactions contemplated by the Transactions or change Merger Agreement. Any vote by such Stockholder that is not in any manner the voting rights of any class of the capital stock of Parent. (b) accordance with this Section 1.1 shall be considered null and void. Such Stockholder shall not commit enter into any agreement or agree understanding with any person or entity prior to take any action the termination of this Agreement to vote or give instructions in a manner inconsistent with any provision clauses (a), (b), (c) or (d) of this Section 3.01(a)1.1.

Agreement to Vote. Subject to the earlier termination of this Agreement in accordance with Section 4 and to the last paragraph of this Section 1, prior to the Termination Date (a) Stockholder as defined herein), each Shareholder, in its capacity as a shareholder of Parent, irrevocably and unconditionally agrees that: (i) , at any meeting of the stockholders shareholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting, however called to seek and including any adjournment or postponement thereof), the Parent Stockholder Approval or in Shareholder shall, and shall cause any other circumstances upon which a vote, consent or other approval holder of Stockholder with respect to the Transaction Agreement or record of any of the Transactions Shareholder’s Covered Shares to: (a) if and when such meeting is soughtheld, Stockholder shall appear at such meeting or otherwise cause the Shareholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote, or cause to be votedvoted at such meeting, all of the Subject Shareholder’s Covered Shares owned as of the record date for such meeting in favor of granting the Parent Stockholder Approval First Merger and the adoption of the Merger Agreement and any other actions matters necessary or reasonably requested by Weyerhaeuser Parent for consummation of the First Merger and presented the other transactions contemplated by the Merger Agreement and any proposal to adjourn or postpone such meeting of the stockholders shareholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and to a later date if there is not a quorum or sufficient votes for approval of such matters on the Transactions, including date on which the matters referred to in Section 6.05(c) meeting of the Transaction Agreementshareholders of the Parent is held to vote upon any of the foregoing matters; and (iic) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, vote or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, voted at such meeting all of the Subject Shareholder’s Covered Shares against (A) any Takeover Proposal, Alternative Acquisition Agreement or merger, consolidation, business combination, reorganization, recapitalization, liquidation or sale or transfer of any material assets of the Parent Acquisition Proposal or and any other action, agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance of Parent Common Stock in the Merger, action that (Bi) any action, agreement or proposal involving Parent or any Parent Subsidiary that would reasonably be expected to compete with, impede, interfere with, delay, postpone or adversely affect the First Merger or any of the other transactions contemplated by the Merger Agreement, result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent or Merger Sub under the Transaction Merger Agreement and or inhibit the timely consummation of any other obligation or agreement in the Merger Agreement or this Agreement or (Cii) would result in the failure of any amendment condition set forth in Section 6.1, Section 6.2 or Section 6.3 of the certificate Merger Agreement to be satisfied or result in a breach of incorporation any covenant, representation or bylaws of Parent warranty or any other action, obligation or agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of the Transaction Shareholder contained in this Agreement; provided, however, that nothing in this Agreement limits or restricts the Transactions or change Shareholder from voting on any matter other than those explicitly set forth in any manner the voting rights of any class of the capital stock of Parentthis Section 1(c), in their sole discretion. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. (a) Each Stockholder hereby agrees that: (i) that from and after the date hereof until the termination of this Agreement, at any duly called meeting of the stockholders of Parent called to seek the Parent Stockholder Approval or Icoria, and in any other circumstances upon which a vote, action by written consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder shall vote, or cause to be voted, the Subject Shares in favor of granting the Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent Icoria, such Stockholder shall, if a meeting is held, appear at the meeting and any adjournment or postponement thereof, in any other circumstances upon person or by proxy, or otherwise cause the Subject Common Shares over which such Stockholder has sole voting power (and use his or its best efforts to cause the Subject Common Shares over which such Stockholder has joint voting power) to be counted as present thereat for purposes of establishing a votequorum, consent or other approval of Stockholder is sought, and such Stockholder shall vote, vote or consent the Subject Common Shares over which such Stockholder has sole voting power (and cause to be voted, including by executing a written consent if requested by Weyerhaeuser, voted or consented the Subject Common Shares against over which such Stockholder has joint voting power), in person or by proxy, (Aa) any Parent Acquisition Proposal or any other actionin favor of approving the Merger Agreement, agreement or proposal made in opposition to or in competition with the consummation of the Merger and each of the issuance other transactions and other matters specifically contemplated by the Merger Agreement, (b) in favor of Parent Common Stock any proposal to adjourn any such meeting if necessary to permit further solicitation of proxies in the Mergerevent there are not sufficient votes at the time of such meeting to approve the Merger Agreement, the Merger and each of the other transactions and other matters specifically contemplated by the Merger Agreement, (Bc) against any action, action or agreement or proposal involving Parent or any Parent Subsidiary submitted for approval of the stockholders of Icoria that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent or Merger Sub Icoria under the Transaction Merger Agreement or of such Stockholder under this Agreement and (Cd) except as otherwise agreed in writing by Clinical Data, against any amendment action, agreement, transaction or proposal submitted for approval of the certificate stockholders of incorporation or bylaws of Parent or any other action, agreement or proposal involving Parent or Parent Subsidiary Icoria that would materially reasonably be expected to result in any of the conditions to Icoria’s obligations under the Merger Agreement not being fulfilled or that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay or frustrateadversely affect the transactions contemplated by the Merger Agreement; provided, however, that nothing in this Agreement shall prevent such Stockholder from taking any action or prevent or nullify, any provision of the Transaction Agreement or the Transactions or change in any manner the voting rights of any class of the capital stock of Parent. (b) Stockholder shall not commit or agree omitting to take any action solely as a member of the Board of Directors of Icoria (or any committee thereof) or, at the direction of the Board of Directors of Icoria (or any committee thereof), as an officer or employee of Icoria. Any vote by such Stockholder that is not in accordance with this Section 1.1 shall be considered null and void. Such Stockholder shall not enter into any agreement or understanding with any person or entity prior to the termination of this Agreement to vote or give instructions in a manner inconsistent with any provision clauses (a), (b), (c) or (d) of this Section 3.01(a)1.1.

Agreement to Vote. (a) Stockholder Prior to the Termination Date, the Holder irrevocably and unconditionally agrees that: (i) that such Holder shall, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting), however called, of the stockholders Parent Stockholders, appear at such meeting or otherwise cause the Covered Securities to be counted as present thereat for purpose of Parent called to seek the Parent Stockholder Approval or in any other circumstances upon which establishing a vote, consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder shall quorum and vote, or cause to be votedvoted at such meeting, or by written consent in connection with any written consent of the Subject Shares Parent Stockholders, all Covered Securities: (a) in favor of granting the Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to approval of the stockholders issuance of shares of Parent that are necessary and desirable Class A Common Stock in connection with the Initial Merger and any other proposal considered and voted upon by the Parent Stockholder Approval and Stockholders at any Parent Stockholders’ Meeting necessary for consummation of the Transactionstransactions contemplated by the Merger Agreement, including the matters referred Mergers; and 1 Note to Draft: Bracketed language to be included in Section 6.05(cthe KKR Upstream Voting Agreement. (b) of the Transaction Agreement; and (i) against any Parent Acquisition Proposal, (ii) at against any meeting of the stockholders of Parent action that would reasonably be expected to impede, interfere with or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with delay the consummation of the Merger and the issuance of Parent Common Stock in the Merger, (B) any action, agreement or proposal involving Parent Mergers or any Parent Subsidiary of the other transactions contemplated by the Merger Agreement or this Agreement or any transaction that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty of Parent or Merger Sub under the Transaction Agreement and (C) any amendment of the certificate of incorporation other obligation or bylaws agreement of Parent or any of its Subsidiaries under the Merger Agreement and (iii) in favor of any proposal to adjourn or postpone the Parent Stockholders’ Meeting to a later date if there are not sufficient votes to approve the Stock Issuance. Any attempt by the Holder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of) the Covered Securities 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 Covered Securities, 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) all of such Covered Securities in accordance with this Section 3.1. Notwithstanding anything to the contrary in this Agreement, the Holder shall remain free to vote (or execute consents or proxies with respect to) the Covered Securities with respect to any matter other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of the Transaction Agreement or the Transactions or change than as set forth in Section 3.1(a) and Section 3.1(b) in any manner the voting rights of any class of the capital stock of Parent. Holder deems appropriate. Notwithstanding anything in clause (a) or (b) above, if at any time prior to receipt of the Parent Stockholder Approval, a Parent Adverse Change Recommendation in compliance with Section 5.4 of the Merger Agreement occurs, the obligations of the Holder with respect to the Covered Securities held by the Holder under this Agreement shall not commit or agree be modified such that such obligations shall only bind the Holder with respect to take any action inconsistent a number of shares of Parent Class A Common Stock and shares of Parent Class B Common Stock held by the Holder equal to the number of shares of Parent Class A Common Stock and shares of Parent Class B Common Stock that would, together with any provision the shares of Section 3.01(aParent Class A Common Stock and shares of Parent Class B Common Stock held by the other holders subject to the other Voting Agreements, in the aggregate represent 29.9% of the total voting power of the outstanding shares of Parent Class A Common Stock and Parent Class B Common Stock entitled to vote on the Stock Issuance as of the applicable record date (rounded down to the nearest whole share). Any reduction in the number of Covered Securities of the Holder subject to the obligations under this Agreement pursuant to the foregoing sentence shall be made on a pro rata basis in proportion to the respective voting power of the Holder and such other holders subject to the other Voting Agreements as of the applicable record date (in each case rounded down to the nearest whole share).

Agreement to Vote. (a) Stockholder agrees that: (i) at At any meeting of the stockholders of Parent called held prior to seek the earlier of (a) the Effective Time of the Merger and (b) the close of business on the date 45 days after the termination of the Merger Agreement, provided such date shall be extended (but in no event beyond May 15, 2001) if a Parent Acquisition Proposal is pending until the close of business on the third business day after the Stockholder gives the Company notice of the consummation, withdrawal or termination of the Parent Stockholder Approval Acquisition Proposal if at such time no other Parent Acquisition Proposal is pending (such earlier time being herein referred to as the "Voting Termination Date"), however called, and at every adjournment or in any other circumstances upon which a vote, consent or other approval of Stockholder with respect postponement thereof prior to the Transaction Agreement or any of the Transactions is sought, Stockholder shall voteVoting Termination Date, or cause to be voted, the Subject Shares in favor of granting the Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting written consent of the stockholders of Parent or in any other circumstances upon which a votegiven prior to the Voting Termination Date, consent or other approval of Stockholder is sought, such Stockholder shall vote, vote or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject voted such Stockholder's Shares against (Atogether with (a) any additional shares of capital stock of Parent Acquisition Proposal or any securities or other actionproperty that the Stockholder is or becomes entitled to receive from Parent by reason of being a record holder of such number of Shares, agreement (b) any capital stock, securities or proposal made other property into which any such number of Shares shall have been or shall be converted or changed, whether by amendment to the Articles of Incorporation of Parent, merger, consolidation, reorganization, capital change or otherwise, (c) any additional Parent Common Stock acquired by the Stockholder as the result of the Stockholder's exercising an option, warrant or other right to acquire shares of capital stock from Parent issued with respect to such number of Shares (all of the foregoing hereinafter collectively referred to as such Stockholder's "Additional Shares")) in opposition to or in competition with favor of the consummation approval of the Merger and each of the issuance other transactions contemplated by the Merger Agreement and in favor of Parent Common Stock the approval and adoption of the Merger Agreement and any actions required in the Merger, (B) furtherance hereof and thereof. Such Stockholder shall not enter into any action, agreement or proposal involving Parent understanding with any person prior to the Voting Termination Date, directly or indirectly, to vote, grant any Parent Subsidiary that would reasonably be expected proxy or give instructions with respect to result in a breach the voting of such Stockholder's Shares (and any covenant, representation or warranty of Parent or Merger Sub under the Transaction Agreement and (CAdditional Shares) any amendment of the certificate of incorporation or bylaws of Parent or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of the Transaction Agreement or the Transactions or change in any manner the voting rights of any class of the capital stock of Parent. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a)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, the 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, on (aor effective as of) Stockholder the second (2nd) Business Day following the date that the consent solicitation statement/prospectus included in the Registration Statement is disseminated to the Company’s stockholders (following the date the Registration Statement becomes effective), a written consent in a form to be reasonably agreed between the Company and Acquiror after the date hereof, as shall be revised if needed to address any comments from the SEC, with respect to all of the Stockholder’s Covered Shares. In addition, subject to the last paragraph of this Section 1, prior to the Termination Date (as defined herein), the Stockholder, in his, her or its capacity as a stockholder or proxy holder of the Company, irrevocably and unconditionally agrees that: (i) , at any other meeting of the stockholders of Parent 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 written consent of stockholders of the Company, such Stockholder shall, and shall cause any other holder of record of any of such Stockholder’s Covered Shares to: (a) waive any rights of first refusal set forth in Section 2 of the ROFR Agreement; (b) when such meeting is held, appear at such meeting or otherwise cause the Stockholder’s Covered Shares to seek be counted as present thereat for the Parent Stockholder Approval purpose of establishing a quorum; (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 such Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by such Stockholder) in favor of the Mergers, the adoption of the Merger Agreement, and any other matters reasonably requested by the Company that are necessary for the consummation of the Mergers and the other transactions contemplated by the Merger Agreement; (d) in any other circumstances upon which a consent or other approval is required under the Company’s governing documents or the Investment Agreements with respect to the Merger Agreement or the other transactions contemplated by the Merger Agreement, vote, consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder shall vote, approve (or cause to be voted, the Subject consented or approved) all of such Stockholder’s Covered Shares held at such time in favor of granting the Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; andthereof; (iie) at any meeting of the stockholders of Parent vote (or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall voteexecute and return an action by written consent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), including by executing a written consent if requested by Weyerhaeuser, the Subject all of such Stockholder’s Covered Shares against (Ai) any Parent Acquisition Business Combination Proposal or other than with the Acquiror, its stockholders and their respective Affiliates and Representatives and (ii) any other action, agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance of Parent Common Stock in the Merger, (B) any action, agreement or proposal involving Parent or any Parent Subsidiary action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Mergers or any of the other transactions contemplated by the Merger Agreement, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent or Merger Sub the Company under the Transaction Merger Agreement and or (Cz) result in a breach of any amendment covenant, representation or warranty or other obligation or agreement of such Stockholder contained in this Agreement. The obligations of each Stockholder specified in this Section 1 shall apply whether or not the certificate of incorporation or bylaws of Parent Mergers or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of action described above is recommended by the Transaction Agreement Company Board or the Transactions or change in any manner Company Board has previously recommended the voting rights of any class of the capital stock of ParentMergers but changed such recommendation. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. (a) Stockholder Subject to the earlier termination of this Agreement in accordance with Section 4, each Stockholder, in his, her or its capacity as a stockholder of Pubco, irrevocably and unconditionally agrees that: (i) , at any meeting of the stockholders of Parent called to seek the Parent Stockholder Approval Pubco, however called, and at every adjournment or postponement thereof, and in any other circumstances upon which a vote, written action by consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions stockholders of Pubco, such Stockholder shall, and shall cause any other holder of record of such Stockholder’s Covered Shares to: a. when such meeting is soughtheld, Stockholder shall appear at such meeting or otherwise cause such Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; b. vote, or cause to be voted, all of such Stockholder’s Covered Shares owned as of the Subject Shares record date for such meeting (or the date that any written consent is executed by such Stockholder) in favor of granting the Parent Stockholder Approval Merger and the adoption of the Merger Agreement and any other actions reasonably requested by Weyerhaeuser and presented matters as to the stockholders of Parent that are necessary and desirable which Pubco solicits proxies from its stockholder in connection with consummation of the Parent Stockholder Approval Merger and the Transactions, including other transactions contemplated by the matters referred to in Section 6.05(c) of the Transaction Merger Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall c. vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject all of such Stockholder’s Covered Shares against (A) any Parent Acquisition Proposal or and any other action, agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance of Parent Common Stock in the Merger, (B) any action, agreement or proposal involving Parent or any Parent Subsidiary action 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 Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent or Merger Sub Pubco under the Transaction Merger Agreement and (C) or result in a breach of any amendment covenant, representation or warranty or other obligation or agreement of such Stockholder contained in this Agreement. The obligations of the certificate Stockholders specified in this Section 1 shall apply whether or not approval of incorporation or bylaws of Parent the Merger or any other action, agreement action described above is recommended by the Pubco Board or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision the Pubco Board has previously recommended approval of the Transaction Agreement or the Transactions or change in any manner the voting rights of any class of the capital stock of ParentMerger but changed such recommendation. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. (a) From and after the date hereof until the Expiration Date, each Stockholder hereby agrees that: (i) that at the Company Shareholders Meeting and at any other meeting of the stockholders of Parent called to seek the Parent Stockholder Approval Company, however called, including any adjournment, recess or postponement thereof, in connection with any written consent of the stockholders of the Company and in any other circumstances circumstance upon which a vote, consent or other approval of Stockholder with respect to the Transaction Agreement all or any some of the Transactions stockholders of the Company is sought, such Stockholder shall, and shall votecause any holder of record of its Covered Shares to (in each case to the extent that such matters are submitted to the vote or written consent of the stockholders of the Company and the Covered Shares are entitled to vote thereon or consent thereto): (a) appear at each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating a quorum and respond to each request by the Company for written consent, if any; (b) vote (or cause to be voted), the Subject in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its Covered Shares (i) in favor of granting the Parent Stockholder Approval approval and any other actions reasonably requested by Weyerhaeuser and presented to adoption of the stockholders of Parent that are necessary and desirable in connection with Merger Agreement, the Parent Stockholder Approval Merger and the Transactionsother transactions contemplated thereby (irrespective of any Change of Recommendation), including and (ii) in favor of any related proposal necessary to consummate the matters referred to in Section 6.05(c) of Merger and the Transaction transactions contemplated by the Merger Agreement; and (iic) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, vote (or cause to be voted), including in person or by executing proxy, or deliver (or cause to be delivered) a written consent if requested by Weyerhaeusercovering, the Subject all of its Covered Shares (i) against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance of Parent Common Stock in the Merger, (B) any action, proposal, transaction or agreement or proposal involving Parent or any Parent Subsidiary that would could reasonably be expected to (A) result in a breach of any covenantrepresentation, representation warranty, covenant or warranty of Parent other obligation or Merger Sub under the Transaction Agreement and (C) any amendment agreement of the certificate Company contained in the Merger Agreement or of incorporation such Stockholder contained in this Agreement or bylaws of Parent in the Contribution Agreement (to the extent such Stockholder is a party thereto), or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially (B) impede, interfere with, delay, discourage, adversely affect or frustrate, or prevent or nullify, any provision inhibit the timely consummation of the Transaction Agreement or the Transactions Merger or change in any manner the voting rights of any class of shares of the capital stock Company (including any amendments to the Organizational Documents), (ii) against any Competing Proposal, and (iii) against any change in the composition of Parentthe Board of Directors of the Company. (bd) Notwithstanding anything to the contrary contained in this Section 2.1, Section 2.2 or elsewhere in this Agreement, the obligations of any Stockholder shall not commit to vote, approve, appear, consent or agree to take otherwise undertake any action inconsistent whatsoever in respect of its Covered Shares in accordance with any provision of Section 3.01(a)this Agreement, shall be subject to and conditioned upon Parent’s compliance in all material respects with its obligations under this Agreement.

Agreement to Vote. (a) From and after the date hereof until the Expiration Date, each Stockholder hereby agrees that: (i) that at the Company Shareholders Meeting and at any other meeting of the stockholders of Parent called to seek the Parent Stockholder Approval Company, however called, including any adjournment, recess or postponement thereof, in connection with any written consent of the stockholders of the Company and in any other circumstances circumstance upon which a vote, consent or other approval of Stockholder with respect to the Transaction Agreement all or any some of the Transactions stockholders of the Company is sought, such Stockholder shall, and shall votecause any holder of record of its Covered Shares to (in each case to the extent that such matters are submitted to the vote or written consent of the stockholders of the Company and the Covered Shares are entitled to vote thereon or consent thereto): (a) appear at each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating a quorum and respond to each request by the Company for written consent, if any; (b) vote (or cause to be voted), the Subject in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its Covered Shares (i) in favor of granting the Parent Stockholder Approval approval and any other actions reasonably requested by Weyerhaeuser and presented to adoption of the stockholders of Parent that are necessary and desirable in connection with Merger Agreement, the Parent Stockholder Approval Merger and the Transactionsother transactions contemplated thereby (irrespective of any Change of Recommendation), including and (ii) in favor of any related proposal necessary to consummate the matters referred to in Section 6.05(c) of Merger and the Transaction transactions contemplated by the Merger Agreement; and (iic) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, vote (or cause to be voted), including in person or by executing proxy, or deliver (or cause to be delivered) a written consent if requested by Weyerhaeusercovering, the Subject all of its Covered Shares (i) against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance of Parent Common Stock in the Merger, (B) any action, proposal, transaction or agreement or proposal involving Parent or any Parent Subsidiary that would could reasonably be expected to (A) result in a breach of any covenantrepresentation, representation warranty, covenant or warranty of Parent other obligation or Merger Sub under the Transaction Agreement and (C) any amendment agreement of the certificate Company contained in the Merger Agreement or of incorporation such Stockholder contained in this Agreement or bylaws of Parent in the Contribution Agreement (to the extent such Stockholder is a party thereto), or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially (B) impede, interfere with, delay, discourage, adversely affect or frustrate, or prevent or nullify, any provision inhibit the timely consummation of the Transaction Agreement or the Transactions Merger or change in any manner the voting rights of any class of shares of the capital stock Company (including any amendments to the Organizational Documents), (ii) against any Competing Proposal, and (iii) against any change in the composition of Parentthe Board of Directors of the Company. (bd) Notwithstanding anything to the contrary contained in this Section 2.1, Section 2.2 or elsewhere in this Agreement, the obligations of any Stockholder shall not commit to vote, approve, appear, consent or agree to take otherwise undertake any action inconsistent whatsoever in respect of its Covered Shares in accordance with this Agreement, shall be subject to and conditioned upon (i) Parent’s compliance in all material respects with its obligations under this Agreement and (ii) there not having occurred any provision Adverse Amendment or Waiver (as defined Contribution Agreement) without the prior written consent of Section 3.01(a)Xxxxxxx X. Xxxxxxx.

Agreement to Vote. (a) The Stockholder hereby agrees that, during the Voting Period, it shall vote (whether in person or by proxy) or execute consents, as applicable, with respect to the Subject Shares and any New Shares beneficially owned by the Stockholder as of the applicable record date (or cause to be voted or a consent to be executed with respect to the Subject Shares and any New Shares beneficially owned by the Stockholder as of the applicable record date) in favor of the approval of the Amended Merger Agreement, the Merger and the transactions contemplated therewith, at any meeting of, however called, and at any adjournment or postponement thereof, or in connection with any proposed action by written consent of, the holders of any class or classes of capital stock of the Company at or in connection with which any of such holders vote or execute consents with respect to any of the foregoing matters. (b) The Stockholder hereby agrees that, during the Voting Period, the Stockholder shall vote or execute consents, as applicable, with respect to the Subject Shares and any New Shares beneficially owned by the Stockholder as of the applicable record date (or cause to be voted or a consent to be executed with respect to the Subject Shares and any New Shares beneficially owned by the Stockholder as of the applicable record date) against each of the matters set forth in clauses (i) or (ii) below at any meeting (or any adjournment or postponement thereof) of, or in connection with any proposed action by written consent of, the holders of any class or classes of capital stock of the Company at or in connection with which any of such holders vote or execute consents with respect to any of the following matters: (i) any action, proposal, transaction or agreement involving the Company or any of its subsidiaries that would reasonably be expected to, in any material respect, prevent, impede, frustrate, interfere with, delay, postpone or adversely affect the Merger; or (ii) any Acquisition Proposal, other than an Acquisition Proposal made by Parent. (c) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. (d) Except as set forth in clauses (a) and (b) of this Section 2.1, the Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any matter presented to the stockholders of the Company. In addition, nothing in this Agreement shall give the Company the right to vote any Subject Shares at any meeting of the stockholders of Parent called to seek the Parent Stockholder Approval or other than as provided in any other circumstances upon which a vote, consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder shall vote, or cause to be voted, the Subject Shares in favor of granting the Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in this Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance of Parent Common Stock in the Merger, (B) any action, agreement or proposal involving Parent or any Parent Subsidiary that would reasonably be expected to result in a breach of any covenant, representation or warranty of Parent or Merger Sub under the Transaction Agreement and (C) any amendment of the certificate of incorporation or bylaws of Parent or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of the Transaction Agreement or the Transactions or change in any manner the voting rights of any class of the capital stock of Parent2.1. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. (a) Stockholder During the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its terms (the “Term”), each Shareholder hereby irrevocably and unconditionally agrees that: (i) that at any an annual or extraordinary general meeting of the stockholders shareholders of Parent called to seek VanceInfo and at any other meeting of the Parent Stockholder Approval shareholders of VanceInfo, however called, including any adjournment, recess or postponement thereof, in connection with any written consent of the shareholders of VanceInfo and in any other circumstances circumstance upon which a vote, consent or other approval of Stockholder with respect to the Transaction Agreement all or any some of the Transactions shareholders of VanceInfo is sought, Stockholder such Shareholder shall, and shall votecause any holder of record of such Shareholder’s Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause all of such Shareholder’s Covered Shares to be voted, the Subject Shares counted as present thereat in favor of granting the Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection accordance with the Parent Stockholder Approval procedures applicable to such meeting so as to ensure such Shareholder is duly counted for purposes of calculating a quorum and for purposes of recording the Transactionsresult of any applicable vote or consent, including the matters referred and respond to in Section 6.05(c) of the Transaction Agreementeach request by VanceInfo for written consent, if any; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, vote (or cause to be voted), including in person or by executing proxy, or deliver (or cause to be delivered) a written consent if requested by Weyerhaeusercovering, all of such Shareholder’s Covered Shares (1) in favor of the approval and authorization of the Merger Agreement, the Subject Shares against (A) any Parent Acquisition Proposal or any other actionMerger, agreement or proposal made in opposition to or in competition with the Plan of Merger and the consummation transactions contemplated in the Merger Agreement, (2) in favor of any related proposal that is reasonably necessary to consummate the Merger and the issuance transactions contemplated by the Merger Agreement which is considered at any such meeting of Parent Common Stock in the MergerVanceInfo Shareholders, (B3) against any action, proposal, transaction or agreement or proposal involving Parent or any Parent Subsidiary that would could reasonably be expected to (A) result in a breach of any covenantrepresentation, representation warranty, covenant or warranty other obligation or agreement of Parent VanceInfo contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or Merger Sub under other obligation or agreement of the Transaction Agreement and Shareholders contained in this Agreement, or (C) any amendment impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the certificate of incorporation or bylaws of Parent or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of the Transaction Agreement or the Transactions Merger or change in any manner the voting rights of any class of shares of VanceInfo (including any amendments to the capital stock memorandum and articles of Parentassociation of VanceInfo, other than such amendments contemplated by the Merger Agreement and/or any amendments that will not impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of VanceInfo (other than such changes contemplated by the Merger Agreement). (b) Stockholder During the Term, each Shareholder shall retain at all times the right to vote or consent with respect to such Shareholder’s Covered Shares in such Shareholder’s sole discretion and without any other limitation on those matters, other than those matters described in Section 2.1(a), that are at any time or from time to time presented for consideration to the shareholders of VanceInfo generally. (c) During the Term, the obligation of each Shareholder set forth in this Section 2.1 shall apply whether or not commit either VanceInfo or agree to take HiSoft breaches any action inconsistent with any provision of Section 3.01(a)its representations, warranties, covenants or agreements set forth in the Merger Agreement.

Agreement to Vote. Subject to the earlier termination of this Agreement in accordance with Section 3, such Shareholder, solely in his, her or its capacity as a Shareholder of the Company agrees, and agrees to 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) Stockholder the third Business Day following the date that the Registration Statement becomes effective, the written from such Shareholder pursuant to the Merger Agreement. In addition, subject to the last paragraph of this Section 1, prior to the Termination Date (as defined herein), such Shareholder, in his, her or its capacity as a Shareholder of the Company agrees that: (i) , at any meeting of the stockholders Shareholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called to seek and including any adjournment or postponement thereof) and in connection with any written consent of Shareholders of the Parent Stockholder Approval or in Company, such Shareholder shall, and shall cause any other circumstances upon which a vote, consent or other approval holder of Stockholder with respect to the Transaction Agreement or record of any of such Shareholder’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause such Shareholder’s Covered Shares to be counted as present thereat for the Transactions is sought, Stockholder shall votepurpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of such Shareholder’s Covered Shares owned as of the Subject Shares record date for such meeting (or the date that any written consent is executed by such Shareholder) in favor of granting the Parent Stockholder Approval Mergers and the adoption of the Merger Agreement and any other actions matters necessary or reasonably requested by Weyerhaeuser and presented to the stockholders Company for consummation of Parent that are necessary and desirable in connection with the Parent Stockholder Approval Mergers and the Transactions, including other transactions contemplated by the matters referred to in Section 6.05(c) of the Transaction Merger Agreement; and (iic) at any meeting of the stockholders of Parent vote (or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall voteexecute and return an action by written consent), or cause to be votedvoted at such meeting, including by executing a written or validly execute and return and cause such consent if requested by Weyerhaeuserto be granted with respect to, the Subject all of such Shareholder’s Covered Shares against (A) any Parent Acquisition Proposal or and any other action, agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance of Parent Common Stock in the Merger, (B) any action, agreement or proposal involving Parent or any Parent Subsidiary action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Mergers or any of the other transactions contemplated by the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent or Merger Sub the Company under the Transaction Merger Agreement and (C) or result in a breach of any amendment covenant, representation or warranty or other obligation or agreement of such Shareholder contained in this Agreement. The Shareholder obligations specified in this Section 1 shall apply whether or not the certificate of incorporation or bylaws of Parent Mergers or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of action described above is recommended by the Transaction Agreement Company Board or the Transactions or change in any manner Company Board has previously recommended the voting rights of any class of the capital stock of ParentMergers but changed such recommendation. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. (a) Stockholder Prior to the Termination Date (as defined herein), the Stockholder, in its capacity as a stockholder of the Company, irrevocably and unconditionally agrees that: (i) , at any meeting of the stockholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called to seek and including any adjournment or postponement thereof, including the Parent Company Stockholders Meeting) and in connection with any written consent of stockholders of the Company or circumstances where the vote of the Company’s stockholders is sought, the Stockholder Approval or in shall, and shall cause any other circumstances upon which a vote, consent or other approval holder of Stockholder with respect to the Transaction Agreement or record of any of the Transactions Stockholder’s Covered Shares to: (i) when such meeting is soughtheld, Stockholder shall voteappear at such meeting or otherwise cause the Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (ii) vote (or execute and return an action by written consent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Subject Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of granting the Parent Stockholder Approval Merger and the adoption of the Merger Agreement and any other actions matters necessary or reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the Company for consummation of the Merger and the issuance other transactions contemplated by the Merger Agreement; 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 Parent Common Stock in the Merger, Stockholder’s Covered Shares (B1) against any action, agreement or proposal involving Parent Company Acquisition Proposal or any Parent Subsidiary action which is a component of any Company Acquisition Proposal; and (2) against any other action that would reasonably be expected to (A) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement, (B) change the voting rights of any class of capital stock of the Company, (C) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent or Merger Sub the Company under the Transaction Merger Agreement and (C) any amendment of the certificate of incorporation or bylaws of Parent or any other actionotherwise prevent, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, frustrate or frustrate, or prevent or nullify, nullify any provision of the Transaction Merger Agreement or the Transactions or change (D) result in any manner the voting rights a breach of any class covenant, representation or warranty or other obligation or agreement of the capital stock Stockholder contained in this Agreement. Subject to Section 1(b), the obligations of Parentthe Stockholder specified in Section 1 shall apply whether or not the Merger or any action described above is recommended by the Board of Directors of the Company or the Board of Directors of the Company has effected a Company Change of Recommendation. (b) Notwithstanding anything herein to the contrary, in the event of a Company Change of Recommendation made in compliance with the terms of the Merger Agreement: (i) the aggregate number of shares of Company Common Stock of the Stockholder that shall be considered “Covered Shares” for all purposes of this Agreement shall be automatically modified without any further notice or any action by Parent or the Stockholder to be only 30,516,552 shares of Company Common Stock (the “Committed Covered Shares”), such that the Stockholder shall not commit only be obligated to vote (or agree execute and return an action by written consent with respect to) the Committed Covered Shares in the manner set forth in Section 1(a) with respect to take the Covered Shares after giving effect to such modification; and (ii) the Stockholder, in its sole discretion, shall be free to Transfer (as defined below), and to vote or cause to be voted, in person or by proxy, all of the remaining Covered Shares in excess of the Committed Covered Shares (the “Excess Covered Shares”) in any action inconsistent with any provision manner it may choose. For the avoidance of Section 3.01(a)doubt, in all events the Committed Covered Shares shall be deemed to be “Covered Shares” for purposes of this Agreement.

Agreement to Vote. Concurrently with the execution and delivery of this Agreement, the Shareholder shall execute and deliver to the Company a proxy, irrevocable to the fullest extent permitted by Law, in substantially the form attached hereto as Exhibit A, in respect of all of the Shareholder’s Covered Shares, which proxy (athe “Proxy”) Stockholder agrees that: shall automatically expire upon the Termination Date (i) as defined herein). Such Proxy, until the Termination Date, shall be in full force and effect, at any meeting of the stockholders shareholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called to seek and including any adjournment or postponement thereof), for the Parent Stockholder Approval purpose of approving any or all of the resolutions set forth in any other circumstances upon which a votethe Proxy. In addition, consent or other approval of Stockholder with respect prior to the Transaction Agreement or any of the Transactions is sought, Stockholder shall vote, or cause to be votedTermination Date (as defined herein), the Subject Shares in favor of granting the Parent Stockholder Approval Shareholder irrevocably and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactionsunconditionally agrees that, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders shareholders of Parent 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 written consent of shareholders of the Company, the Shareholder shall, and shall cause any other circumstances upon which holder of record of any of the Shareholder’s Covered Shares to: (a) if and when such meeting is held, appear at such meeting or otherwise cause the Shareholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum, and if a quorum is not present, to vote (in person or by proxy) in favor of adjournment of such meeting of the shareholders to a later date, as in accordance with the Company’s Articles of Association as in effect at such time; (b) execute and return an action by written consent (or vote, in person or by proxy), or validly execute and return and cause such consent or other approval of Stockholder is sought, Stockholder shall vote, to be granted with respect to (or cause to be votedvoted at such meeting), including by executing a all of the Shareholder’s Covered Shares owned as of the date that any written consent if requested is executed by Weyerhaeuserthe Shareholder (or the record date for such meeting) in favor of the Company Shareholder Proposals, as set forth on Exhibit A hereto; (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 of the Subject Shareholder’s Covered Shares against (A) any Parent Company Acquisition Proposal (as defined in the Business Combination Agreement) or any Company Business Combination Proposal (as defined below) (in each case, other action, than the Transactions) and any other action or agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance of Parent Common Stock in the Merger, (B) any action, agreement or proposal involving Parent or any Parent Subsidiary that would reasonably be expected to (i) discourage, frustrate the purposes of, or materially impede, interfere with, delay, postpone or adversely affect the Transactions (including the consummation thereof), (ii) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent or Merger Sub the Company under the Transaction Business Combination Agreement, this Agreement or the Registration Rights Agreement or cause any of the conditions to Closing set forth in Article VI of the Business Combination Agreement not to be fulfilled or (iii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Shareholder contained in this Agreement or the Registration Rights Agreement and (CB) any amendment merger agreement or merger (other than the Business Combination Agreement and the Merger), consolidation, combination, sale of all or substantially all assets, scheme of arrangement, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company, in each case as determined by the Company; and (d) in any other circumstances upon which a consent or other approval is required under the Company’s Governing Documents or otherwise sought in furtherance of the certificate of incorporation Transactions, in each case as determined by the Company, vote, consent or bylaws of Parent approve (or any other actioncause to be voted, agreement consented or proposal involving Parent approved), in person or Parent Subsidiary that would materially impedeby proxy, or frustrate, or prevent or nullify, any provision all of the Transaction Agreement or the Transactions or change Shareholder’s Covered Shares owned at such time in any manner the voting rights of any class of the capital stock of Parentfavor thereof. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. Prior to the Termination Date (a) Stockholder as defined herein), the Stockholder, in its capacity as a stockholder of Parent, irrevocably and unconditionally agrees that: (i) , at any meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting, however called to seek and including any adjournment or postponement thereof, including the Parent Stockholders Meeting) and in connection with any written consent of stockholders of Parent or circumstances where the vote of Parent’s stockholders is sought, the Stockholder Approval or in shall, and shall cause any other circumstances upon which a vote, consent or other approval holder of Stockholder with respect to the Transaction Agreement or record of any of the Transactions Stockholder’s Covered Shares to: (a) when such meeting is soughtheld, Stockholder shall voteappear at such meeting or otherwise cause the Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Subject Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of granting the Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders issuance of shares of Parent that are necessary and desirable Common Stock in connection with the Parent Stockholder Approval Merger and any other matters necessary or presented or proposed for consummation of the Merger and the Transactions, including other transactions contemplated by the matters referred to in Section 6.05(c) of the Transaction Merger Agreement; and (iic) at any meeting of the stockholders of Parent vote (or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall voteexecute and return an action by written consent), or cause to be votedvoted at such meeting, including by executing a written or validly execute and return and cause such consent if requested by Weyerhaeuserto be granted with respect to, all of the Subject Stockholder’s Covered Shares (1) against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the consummation action which is a component of the Merger and the issuance of Parent Common Stock in the Merger, (B) any action, agreement or proposal involving Parent or any Parent Subsidiary Acquisition Proposal; and (2) against any other action that would reasonably be expected to (A) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement, (B) change the voting rights of any class of capital stock of Parent, (C) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent or Merger Sub under the Transaction Merger Agreement and (C) any amendment of the certificate of incorporation or bylaws of Parent or any other actionotherwise prevent, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, frustrate or frustrate, or prevent or nullify, nullify any provision of the Transaction Merger Agreement or the Transactions or change (D) result in any manner the voting rights a breach of any class covenant, representation or warranty or other obligation or agreement of the capital stock Stockholder contained in this Agreement. The obligations of Parent. (b) the Stockholder specified in this Section 1 shall apply whether or not commit the Merger or agree to take any action inconsistent with any provision described above is recommended by the Board of Section 3.01(a)Directors of Parent or the Board of Directors of Parent has effected a Parent Change of Recommendation.

Agreement to Vote. (a) Stockholder Each of the Stockholders hereby agrees that, during the Voting Period, such Stockholder shall vote or execute consents, as applicable, with respect to the Owned Shares and any New Shares beneficially owned by him as of the applicable record date (or cause to be voted or a consent to be executed with respect to the Owned Shares and any New Shares beneficially owned by him as of the applicable record date) in favor of the approval of the Merger Agreement and the transactions contemplated by the Merger Agreement, at any meeting (or any adjournment or postponement thereof) of, or in connection with any proposed action by written consent of, the holders of any class or classes of capital stock of the Company at or in connection with which any of such holders vote or execute consents with respect to any of the foregoing matters. (b) Each of the Stockholders hereby agrees that, during the Voting Period, such Stockholder shall vote or execute consents, as applicable, with respect to the Owned Shares and any New Shares beneficially owned by him as of the applicable record date (or cause to be voted or a consent to be executed with respect to the Owned Shares and any New Shares beneficially owned by him as of the applicable record date) against each of the matters set forth in clauses (i), (ii) or (iii) below at any meeting (or any adjournment or postponement thereof) of, or in connection with any proposed action by written consent of, the holders of any class or classes of capital stock of the Company at or in connection with which any of such holders vote or execute consents with respect to any of the following matters: (i) any action, proposal, transaction or agreement involving the Company or any of its subsidiaries that would reasonably be expected to, in any material respect, prevent, impede, frustrate, interfere with, delay, postpone or adversely affect the Merger or the other transactions contemplated by the Merger Agreement; or (ii) any Acquisition Proposal, other than an Acquisition Proposal made by Parent. (c) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. Nothing contained in this Section 2.1 shall require the Stockholders to vote or execute any consent with respect to any Option Shares on or not issued upon the exercise of a Company Option on or prior to the applicable record date for that vote or consent. (d) Except as set forth in clauses (a) and (b) of this Section 2.1, no Stockholder shall be restricted from voting in favor of, against or abstaining with respect to any matter presented to the stockholders of the Company. In addition, nothing in this Agreement shall give Parent the right to vote any Owned Shares at any meeting of the stockholders of Parent called to seek the Parent Stockholder Approval or other than as provided in any other circumstances upon which a vote, consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder shall vote, or cause to be voted, the Subject Shares in favor of granting the Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in this Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance of Parent Common Stock in the Merger, (B) any action, agreement or proposal involving Parent or any Parent Subsidiary that would reasonably be expected to result in a breach of any covenant, representation or warranty of Parent or Merger Sub under the Transaction Agreement and (C) any amendment of the certificate of incorporation or bylaws of Parent or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of the Transaction Agreement or the Transactions or change in any manner the voting rights of any class of the capital stock of Parent2.1. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. (a) Subject to the terms and conditions hereof, each Stockholder irrevocably and unconditionally agrees that: that from and after the date hereof and until the earliest to occur of (i) the closing of the transactions contemplated by the Exchange Agreement; (ii) the termination of the Exchange Agreement in accordance with its terms, (iii) the written agreement of the Identified Bondholders to terminate this Agreement, and (iv) May 31, 2007 (such earliest occurrence being the “Expiration Time”), at any meeting (whether annual or special, and at each adjourned or postponed meeting) of the stockholders of Parent called to seek the Parent Stockholder Approval Company’s stockholders, however called, or in any other circumstances (including any sought action by written consent) upon which a vote, stockholder vote or other stockholder consent or stockholder approval is sought (any such meeting or other approval circumstance, a “Stockholders’ Meeting”), the Stockholder will (y) appear at such a meeting or otherwise cause its Class A Common Stock to be counted as present thereat for purposes of Stockholder with respect calculating a quorum and respond to any other request by the Transaction Agreement or any of Company for written stockholder consent, if any, and, unless otherwise expressly consented to in writing by the Transactions is soughtIdentified Bondholders, Stockholder shall in their sole discretion, (z) vote, or cause to be voted, or take such action by written stockholder consent with respect to, all of such Stockholder’s Class A Common Stock Beneficially Owned by such Stockholder as of the Subject Shares relevant time (A) in favor of granting the Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval Exchange and the Transactionstransactions contemplated thereby, including the matters referred to in Section 6.05(c) issuance of the Transaction Agreement; and shares of Class A Common Stock, through SunCom Investment, to the Identified Bondholders in exchange for the SunCom Wireless Notes held by such Identified Bondholders, (iiB) at any meeting in favor of the stockholders adoption of Parent or in any other circumstances upon which a vote, consent or other the Merger Agreement and the approval of Stockholder is sought, Stockholder shall vote, or cause to be votedthe transactions contemplated thereby, including by executing a written consent if requested by Weyerhaeuserthe Merger, the Subject Shares (C) against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to to, or in competition with or inconsistent with, the Exchange, the Exchange Agreement, the Merger and/or the Merger Agreement, including the adoption thereof or the consummation thereof, (D) against any extraordinary dividend, distribution or recapitalization by the Company or change in the capital structure of the Company (other than pursuant to or as explicitly permitted by the Exchange Agreement or the Merger Agreement) and the issuance of Parent Common Stock in the Merger, (BE) against any action, action or agreement or proposal involving Parent or any Parent Subsidiary that would reasonably be expected to result in a breach of any covenant, representation or warranty of Parent or Merger Sub under condition to the Transaction Agreement and (C) any amendment consummation of the certificate of incorporation or bylaws of Parent or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of the Transaction Exchange Agreement or the Transactions or change in any manner Merger Agreement not being fulfilled. The Identified Bondholders will give the voting rights of any class Stockholders prompt written notice of the capital stock of ParentExpiration Time. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. (a) Stockholder Prior to the Termination Date (as defined herein), each of Sponsor and Xxxxx, in its capacity as a shareholder of Acquiror, irrevocably and unconditionally agrees thatthat at the Acquiror Stockholders’ Meeting (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), each of Sponsor and Xxxxx shall: (i) if and when such meeting is held, appear at any such meeting or otherwise cause all Covered Shares (as defined below) owned by Sponsor and Xxxxx as of the stockholders record date of Parent called such meeting to seek be counted as present thereat for the Parent Stockholder Approval or in any other circumstances upon which purpose of establishing a vote, consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder shall quorum; (ii) vote, or cause to be voted, at such meeting (or execute and deliver a written consent, if applicable, causing to be voted) all Covered Shares owned by Sponsor and Xxxxx as of the Subject Shares record date for such meeting in favor of granting the Parent Stockholder Approval approval and adoption of the Business Combination Agreement, the Mergers, the Contributions and the other Transactions (collectively, the “Transaction Proposals”) and any other actions matters necessary or reasonably requested by Weyerhaeuser and presented to the stockholders Acquiror for consummation of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and (iiiii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing at such meeting (or execute and deliver a written consent consent, if requested applicable, causing to be voted) all Covered Shares owned by Weyerhaeuser, Sponsor and Xxxxx as of the Subject Shares record date for such meeting against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance of Parent Common Stock in the Merger, (B) any action, agreement or proposal involving Parent or any Parent Subsidiary action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Transaction Proposals, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent Acquiror or Merger Sub New PubCo under the Transaction Business Combination Agreement and or (Cz) result in a breach of any amendment covenant, representation or warranty or other obligation or agreement of the certificate of incorporation or bylaws of Parent or any other actionSponsor, agreement or proposal involving Parent or Parent Subsidiary that would materially impedeAcquiror, OpCo, New PubCo, or frustrate, or prevent or nullify, any provision of the Transaction Agreement or the Transactions or change Xxxxx contained in any manner the voting rights of any class of the capital stock of Parentthis Agreement. (b) Stockholder The obligations of the Sponsor and Xxxxx specified in this Section 1 shall apply whether or not commit the Transactions or agree to take any action inconsistent described above are recommended by the Board of Directors of Acquiror (the “Acquiror Board”) or the Acquiror Board has changed, withdrawn, withheld, qualified or modified, or publicly proposed to change, withdraw, withhold, qualify or modify, its recommendation to adopt and/or approve the Transaction Proposals. For purposes of this Agreement, “Covered Shares” means all shares of Acquiror Class A Common Stock and Acquiror Class V Common Stock held by Sponsor and Xxxxx as of the date hereof, together with any provision shares of Section 3.01(a)Acquiror Class A Common Stock and Acquiror Class V Common Stock acquired by Sponsor and Xxxxx after the date hereof.

Agreement to Vote. (a) Stockholder Each Stockholder, in its capacity as a stockholder of the Company, agrees that: (i) , at any meeting of the stockholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called to seek and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of the Parent Company, such Stockholder Approval or in shall, and shall cause any other circumstances upon which a vote, consent or other approval holder of Stockholder with respect to the Transaction Agreement or record of any of such Stockholder’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause such Stockholder’s Covered Shares to be counted as present thereat for the Transactions is sought, Stockholder shall votepurpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of such Stockholder’s Covered Shares owned as of the Subject Shares record date for such meeting (or the date that any written consent is executed by such Stockholder) in favor of granting the Parent Stockholder Approval Merger and the adoption of the Merger Agreement and any other actions matters necessary or reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the Company for consummation of the Merger and the issuance other transactions contemplated by the Merger Agreement; 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 Parent Common Stock in the Merger, such Stockholder’s Covered Shares against (Bi) any action, agreement or proposal involving Parent or Acquisition Proposal and (ii) any Parent Subsidiary other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent or Merger Sub the Company under the Transaction Merger Agreement and or (Cz) result in a breach of any amendment covenant, representation or warranty or other obligation or agreement of such Stockholder contained in this Agreement. The obligations of each Stockholder specified in this Section 1 shall apply whether or not the certificate of incorporation or bylaws of Parent Merger or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of action described above is recommended by the Transaction Agreement Company Board or the Transactions or change Company Board has effected a Company Change in any manner the voting rights of any class of the capital stock of ParentRecommendation. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. (a) Stockholder Prior to the Termination Date (as defined herein), each Stockholder, in its capacity as a stockholder of the Company, irrevocably and unconditionally agrees that: (i) , at any meeting of the stockholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called and including any adjournment or postponement thereof, including the Stockholders Meeting and in connection with any written consent of stockholders of the Company, or circumstances where the vote of the Company’s stockholders is sought, the Stockholder shall: (i) when such meeting is held, appear at such meeting or otherwise cause the Covered Shares owned by the Stockholder to seek be counted as present thereat for the Parent purpose of establishing a quorum; (ii) 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 Shares (other than warrants that are not eligible to vote) owned by the Stockholder Approval as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of the Merger and the adoption of (A) the Merger Agreement, (B) any other circumstances upon matters necessary for consummation of the Merger, and (C) any other transactions contemplated by the Merger Agreement; 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 Covered Shares (other than warrants that are not eligible to vote) owned by the Stockholder (1) against any Acquisition Proposal or any action which is a votecomponent of any Acquisition Proposal; and (2) against any other action, proposal or agreement that would reasonably be expected to impede, materially interfere with, materially delay, materially postpone, or materially adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement. Subject to Section 1(b), the obligations of the Stockholders specified in Section 1 shall apply whether or not the Merger or any action described above is recommended by the Board of Directors of the Company or the Board of Directors of the Company has effected a Change of Recommendation. (b) Notwithstanding anything herein to the contrary, in the event of a Change of Recommendation made in compliance with the terms of the Merger Agreement: (i) the aggregate number of shares of Common Stock owned by the Stockholders that shall be considered “Covered Shares” for all purposes of this Agreement shall be automatically modified without any further notice or any action by the Company or the Stockholders to be only 8,586,936 shares of Common Stock (the “Committed Covered Shares”), such that each Stockholder shall only be obligated to vote (or execute and return an action by written consent or other approval of with respect to) the Committed Covered Shares held by such Stockholder in the manner set forth in Section 1(a) with respect to the Transaction Agreement or any of the Transactions is soughtCovered Shares after giving effect to such modification; and (ii) each Stockholder, Stockholder in its sole discretion, shall votebe free to Transfer (as defined below), and to vote or cause to be voted, the Subject Shares in favor of granting the Parent Stockholder Approval person or by proxy, and any other actions reasonably requested by Weyerhaeuser to execute and presented return or to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including executed and returned any action by executing a written consent if requested by Weyerhaeuserwith respect to, the Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the consummation all of the Merger and the issuance of Parent Common Stock remaining Covered Shares held by such Stockholder in the Merger, (B) any action, agreement or proposal involving Parent or any Parent Subsidiary that would reasonably be expected to result in a breach of any covenant, representation or warranty of Parent or Merger Sub under the Transaction Agreement and (C) any amendment excess of the certificate of incorporation or bylaws of Parent or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of Committed Covered Shares (the Transaction Agreement or the Transactions or change “Excess Covered Shares”) in any manner it may choose. For the voting rights avoidance of any class doubt, in all events where applicable, the Committed Covered Shares shall be deemed “Covered Shares” for purposes of the capital stock of Parentthis Agreement. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. (a) From the period commencing with the execution and delivery of this Agreement and continuing until the termination of this Agreement pursuant to Section 4.11, the Stockholder agrees that: (i) at any meeting of the stockholders of Parent called to seek the Parent Stockholder Approval or in any other circumstances upon which a vote, consent or other approval of such Stockholder with respect to the Transaction Merger Agreement and the issuance of the Parent Class B Common Stock pursuant to the Merger (the “Parent Share Issuance”) or any of the Transactions other transactions contemplated by the Merger Agreement is sought, such Stockholder shall cause its Subject Shares to be present in person or by proxy for purposes of constituting a quorum and vote, or cause to be voted, including by executing a written consent if requested by the Company, its Subject Shares in favor of granting the Parent Stockholder Approval and the Required Parent Stockholder Vote and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are as necessary and or desirable in connection with the Parent Stockholder Approval Approval, the Required Parent Stockholder Vote and the TransactionsMerger Agreement, including the matters referred to in Section 6.05(c) Parent Share Issuance or any of the Transaction other transactions contemplated by the Merger Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of such Stockholder is sought, such Stockholder shall cause its Subject Shares to be present in person or by proxy for purposes of constituting a quorum and vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuserthe Company, the its Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the consummation of the Parent Share Issuance or any of the other transactions contemplated by the Merger and the issuance of Parent Common Stock in the MergerAgreement, (B) any action, agreement or proposal involving Parent or any Parent Subsidiary of its Subsidiaries that would reasonably be expected to result in a breach of any covenant, representation or warranty of Parent Parent, Merger Sub I or Merger Sub II under the Transaction Merger Agreement and (C) any amendment of the certificate of incorporation or bylaws of Parent or any other action, agreement or proposal involving Parent or Parent Subsidiary any of its Subsidiaries that would materially in any manner impede, or frustrate, or prevent or nullify, nullify any provision of the Transaction Merger Agreement, the Parent Share Issuance or any of the other transactions contemplated by the Merger Agreement or the Transactions or change in any manner the voting rights of any class of the capital stock of Parent. (b) The Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a). (c) The Stockholder will use reasonable best efforts to cause each of its Family Members who hold any Parent Common Stock (whether directly or indirectly, as listed on Schedule A) to comply with the provisions of Section 3.01(a)(i) hereof as though such person were a party hereto.

Agreement to Vote. (a) The Stockholder hereby agrees that: (i) , during the Voting Period, and at any duly called meeting of the stockholders of Parent called to seek the Parent Stockholder Approval (or any adjournment or postponement thereof), or in any other circumstances (including action by written consent of stockholders in lieu of a meeting) upon which a vote, consent adoption or other approval of Stockholder or consent with respect to the Transaction adoption of the Merger Agreement or the approval of the Merger and any of the Transactions transactions contemplated thereby is sought, the Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, and shall vote, provide a written consent or vote (or cause to be voted), the in person or by proxy, all its Subject Shares Shares, in each case (i) in favor of granting (A) any proposal to adopt and approve or reapprove the Merger Agreement and the transactions contemplated thereby, including without limitation (1) the amendment of Parent’s certificate of incorporation to effect the Nasdaq Reverse Split, (2) the issuance of shares of Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented Common Stock to the Company’s stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Contemplated Transactions, including (3) the matters referred change of control of Parent resulting from the Merger pursuant to in Section 6.05(cthe Nasdaq rules and (4) the amendment to the Parent’s certificate of incorporation to change the name of Parent to “Ocugen, Inc.” and (B) waiving any notice that may have been or may be required relating to the Merger or any of the Transaction other transactions contemplated by the Merger Agreement; and , and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares against (AX) any Parent Acquisition Proposal or and any other actionaction in furtherance of any such Acquisition Proposal, agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance of Parent Common Stock in the Merger, (BY) any action, proposal, transaction or agreement or proposal involving Parent or any Parent Subsidiary that that, to the knowledge of the Stockholder, would reasonably be expected to result in a material breach of any covenant, representation or warranty of Parent or Merger Sub under the Transaction Agreement and (C) any amendment of the certificate of incorporation or bylaws of Parent or any other action, obligation or agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of the Transaction Agreement or Stockholder under this Agreement. As used herein, the Transactions or change in any manner term “Expiration Time” shall mean the voting rights earliest occurrence of any class (A) the Effective Time, (B) the date and time of the capital stock valid termination of Parentthe Merger Agreement in accordance with its terms, and the term “Voting Period” shall mean such period of time between the date hereof and the Expiration Time. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. (a) Stockholder agrees that: (i) From the date of this Agreement until the Termination Date, at the Company Stockholders Meeting and any other meeting of the stockholders of Parent called the Company (and at every adjournment or postponement thereof) to seek the Parent Stockholder Approval vote on any matter contemplated by this Agreement, however called, or (if applicable) in connection with any other circumstances upon which a vote, written consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is soughtCompany’s stockholders, each Stockholder shall unconditionally and irrevocably agrees to vote, or cause to be voted, the Subject all such Stockholder’s Covered Shares held at that time: (i) in favor of granting the Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) adoption of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other Merger Agreement and approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance other transactions contemplated by the Merger Agreement; (ii) in favor of Parent Common Stock the approval of any proposal to adjourn the meeting to a later date, if there is not a quorum or sufficient affirmative votes (in person or by proxy) to obtain the Merger, Company Stockholder Approval on the date on which such meeting is held; (Biii) against any action, action or agreement or proposal involving Parent or any Parent Subsidiary that would reasonably be expected to result in the conditions of the Contemplated Transactions not being fulfilled or a breach of any a covenant, representation or warranty of Parent or Merger Sub under the Transaction Agreement and (C) any amendment of the certificate of incorporation or bylaws of Parent or any other material obligation or agreement of the Company contained in the Merger Agreement; (iv) against any action, proposal, transaction or agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or reasonably be expected to prevent or nullify, any provision materially delay the consummation of the Transaction Agreement Contemplated Transactions or the Transactions or change in any manner the voting rights of any class fulfillment of the capital stock of Company’s, Parent’s or Merger Sub’s conditions to Closing under the Merger Agreement; and (v) against any Company Acquisition Proposal. (b) From the date of this Agreement until the Termination Date, each Stockholder shall appear, or shall cause the applicable entity that is the record holder of any of such Stockholder’s Covered Shares, as applicable (in person, by proxy or by any other means permitted by the Parent Bylaws) at each meeting of the stockholders of the Company, or adjournment or postponement thereof, to vote on any matter contemplated by this Agreement and shall cause all such Stockholder’s Covered Shares to be counted as present thereat for purposes of calculating a quorum and shall vote all such Stockholder’s Covered Shares in accordance with this Section 3. (c) Nothing in this Agreement, including this Section 3, limits or restricts any Stockholder, or any Affiliate or designee of any Stockholder who serves as a member of the Company Board in acting or voting in his or her capacity as a director of the Company and exercising his or her fiduciary duties and responsibilities, it being understood that this Agreement applies to each Stockholder solely in such Stockholder’s capacity as a stockholder of the Company and does not commit apply to such Stockholder’s or agree any such Affiliate or designee’s actions, judgments or decisions as a director of the Company, and such actions (or failures to take any action inconsistent with any provision act) shall not be deemed to constitute a breach of Section 3.01(a)this Agreement.

Agreement to Vote. (a) Stockholder Prior to the Time of Termination (as defined herein), each Stockholder, in its capacity as a stockholder of the Company, agrees that: , at the Company Stockholders Meeting (whether annual or special and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of stockholders of the Company, such Stockholder shall (i) when a meeting is held, appear at any such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum, and respond to each request by the stockholders of Parent called to seek the Parent Stockholder Approval Company for written consent, if any, (ii) vote (or in any other circumstances upon which a vote, consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder shall voteconsent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all Covered Shares owned as of the Subject Shares record date for such Company Stockholders Meeting (or the date that any written consent is executed by Stockholder) (the “Record Date”) in favor of granting approval of the Parent Stockholder Approval Merger, adoption of the Merger Agreement and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are matters necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the for consummation of the Merger and the issuance other transactions contemplated in the Merger Agreement; provided, that each Stockholder shall be obligated under this Agreement to vote its Covered Shares owned as of Parent Common Stock the Record Date in favor of or otherwise consent to or approve the Merger, adoption of the Merger Agreement and other actions described above only if, in connection with such Company Stockholders Meeting or written consent, the Special Stockholder Approval has been obtained; provided, further, that each Stockholder shall be obligated under this Agreement to vote its Covered Shares against or otherwise refrain from consenting to or approving the Merger, adoption of the Merger Agreement and other actions described above if, in connection with such Company Stockholders Meeting or written consent, the Special Stockholder Approval has not been obtained, and (Biii) vote (or consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), the Covered Shares in respect of any action, agreement or proposal involving Parent or Takeover Proposal and any Parent Subsidiary other action that would could reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any of the transactions contemplated by the Merger Agreement or result in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of Parent or Merger Sub the Company under the Transaction Agreement Merger Agreement, in the case of this clause (iii) in favor and against such matter in the same proportion as the shares of Company Common Stock actually voted at such meeting other than the Covered Shares are voted at such meeting. Prior to the Time of Termination, each Stockholder agrees not to propose any matter set forth in clause (C) any amendment of the certificate of incorporation or bylaws of Parent or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of the Transaction Agreement or the Transactions or change in any manner the voting rights of any class of the capital stock of Parentiii). (b) Except as expressly set forth in this Agreement, each Stockholder may vote the Covered Shares in its discretion on all matters submitted for the vote of stockholders of the Company or in connection with any written consent of the Company’s stockholders. (c) Subject to the last sentence of this Section 1(c), by execution of this Agreement, each Stockholder does hereby appoint Parent with full power of substitution and resubstitution, as such Stockholder’s true and lawful attorney and irrevocable proxy, to the full extent of such Stockholder’s rights with respect to the Covered Shares, to vote at the Company Stockholders Meeting, if such Stockholder does not perform its obligations under Section 1(a) with respect to such meeting, each of the Covered Shares that such Stockholder shall not commit be entitled to so vote with respect to the matters set forth in Section 1(a) hereof at the Company Stockholders Meeting, and at any adjournment or agree to take postponement thereof, and in connection with any action inconsistent of the stockholders of the Company taken by written consent at the request of the Company in the manner set forth in Section 1(a) hereof. Each Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter until the Time of Termination and hereby revokes any provision proxy previously granted by such Stockholder with respect to the Covered Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate at the Time of Section 3.01(a)Termination of this Agreement.

Agreement to Vote. (a) Stockholder Subject to the earlier termination of this Agreement in accordance with Section 21 and the last paragraph of this Section 1, the Sponsor, solely in its capacity as a stockholder of Holicity, irrevocably and unconditionally agrees that: (i) , at the Special Meeting, at any other meeting of the stockholders of Parent Holicity (whether annual or special and whether or not an adjourned or postponed meeting, however called to seek and including any adjournment or postponement thereof) and in connection with any written consent of the Parent Stockholder Approval or in stockholders of Holicity, the Sponsor shall, and shall cause any other circumstances upon which a vote, consent or other approval holder of Stockholder with respect to the Transaction Agreement or record of any of the Transactions Sponsor’s Covered Shares to: (a) when such meeting is soughtheld, Stockholder shall voteappear at such meeting or otherwise cause the Sponsor’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Subject Sponsor’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Sponsor) in favor of granting the Parent Stockholder Approval each Proposal and any other actions matters necessary or reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the Company for consummation of the Merger and the issuance other transactions contemplated by the Business Combination Agreement; 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 Parent Common Stock in the MergerSponsor’s Covered Shares against any Business Combination proposal other than with the Company, its shareholders and their respective Affiliates and Representatives (Ba “Holicity Business Combination Proposal”) and any action, agreement or proposal involving Parent or any Parent Subsidiary other action 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 other obligation or agreement of Parent or Merger Sub Holicity under the Transaction Business Combination Agreement and (C) or result in a breach of any amendment covenant, representation or warranty or other obligation or agreement of the certificate Sponsor contained in this Agreement. The obligations of incorporation the Sponsor specified in this Section 1 shall apply whether or bylaws of Parent not the Merger or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of action described above is recommended by the Transaction Agreement Holicity Board or the Transactions Holicity Board previously recommended the Merger but changed such recommendation. For the avoidance of doubt, Sponsor shall retain at all times the right to vote any Covered Shares in Sponsor’s sole discretion, and without any other limitation, on any matters other than those expressly covered by this Section 1 that are at any time or change in any manner the voting rights of any class of the capital stock of Parentfrom time to time presented for consideration to Holicity’s stockholders. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. (a) Stockholder agrees that: (i) From the date of this Agreement until the Termination Date, at the Parent Stockholders Meeting and any other meeting of the stockholders of Parent called (and at every adjournment or postponement thereof) to seek the Parent vote on any matter contemplated by this Agreement, however called, or (if applicable) in connection with any written consent of Parent’s stockholders, each Stockholder Approval or in any other circumstances upon which a vote, consent or other approval of Stockholder with respect unconditionally and irrevocably agrees to the Transaction Agreement or any of the Transactions is sought, Stockholder shall vote, or cause to be voted, the Subject all such Stockholder’s Covered Shares held at that time: (i) in favor of granting (A) the Parent Share Issuance, (B) the Parent Charter Amendment and (C) a proposal to increase the number of shares of Parent Common Stock reserved for issuance under the Parent 2011 Equity Incentive Plan as determined by the Parent Board; (ii) in favor of the approval of any proposal to adjourn the meeting to a later date, if there is not a quorum or sufficient affirmative votes (in person or by proxy) to obtain the Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to on the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; anddate on which such meeting is held; (iiiii) at against any meeting of the stockholders of Parent action or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance of Parent Common Stock in the Merger, (B) any action, agreement or proposal involving Parent or any Parent Subsidiary that would reasonably be expected to result in the conditions of the Contemplated Transactions not being fulfilled or a breach of any a covenant, representation or warranty of Parent or Merger Sub under the Transaction Agreement and (C) any amendment of the certificate of incorporation or bylaws of Parent or any other material obligation or agreement of Parent contained in the Merger Agreement; (iv) against any action, proposal, transaction or agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or reasonably be expected to prevent or nullify, any provision materially delay the consummation of the Transaction Agreement Contemplated Transactions or the Transactions or change in any manner the voting rights of any class fulfillment of the capital stock of Company’s, Parent’s or Merger Sub’s conditions to Closing under the Merger Agreement; and (v) against any Parent Acquisition Proposal. (b) From the date of this Agreement until the Termination Date, each Stockholder shall appear, or shall cause the applicable entity that is the record holder of any of such Stockholder’s Covered Shares, as applicable (in person, by proxy or by any other means permitted by the Parent Bylaws) at each meeting of the stockholders of Parent, or adjournment or postponement thereof, to vote on any matter contemplated by this Agreement and shall cause all such Stockholder’s Covered Shares to be counted as present thereat for purposes of calculating a quorum and shall vote all such Stockholder’s Covered Shares in accordance with this Section 3. (c) Nothing in this Agreement, including this Section 3, limits or restricts any Stockholder, or any Affiliate or designee of any Stockholder who serves as a member of the Parent Board in acting or voting in his or her capacity as a director of Parent and exercising his or her fiduciary duties and responsibilities, it being understood that this Agreement applies to each Stockholder solely in such Stockholder’s capacity as a stockholder of Parent and does not commit apply to such Stockholder’s or agree any such Affiliate or designee’s actions, judgments or decisions as a director of Parent, and such actions (or failures to take any action inconsistent with any provision act) shall not be deemed to constitute a breach of Section 3.01(a)this Agreement.

Agreement to Vote. Subject to the earlier termination of this Agreement in accordance with Section 5, the Atairos 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 Atairos Covered Shares to, validly execute and deliver to the Company, no later than the third (a3rd) Stockholder Business Day following the date that the Registration Statement becomes effective, a written consent in favor of adopting the Business Combination Agreement in respect of all of the Atairos Covered Shares. In addition, prior to its Termination Date (as defined herein), the Atairos Stockholder, in its capacity as a stockholder of the Company, irrevocably and unconditionally agrees that: (i) , at any other meeting of the stockholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called to seek and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of the Parent Company, the Atairos Stockholder Approval or in shall, and shall cause any other circumstances upon which a vote, consent or other approval holder of Stockholder with respect to the Transaction Agreement or record of any of the Transactions Atairos Covered Shares, to: (a) if and when such meeting is soughtheld, Stockholder shall voteappear at such meeting or otherwise cause the Atairos Covered Shares, to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Subject Shares Atairos Covered Shares, owned as of the record date for such meeting (or the date that any written consent is executed by the Atairos Stockholder) in favor of granting the Parent Stockholder Approval Merger and the adoption of the Business Combination Agreement and any other actions matters necessary or reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with Company or the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the Acquiror for consummation of the Merger and the issuance other transactions contemplated by the Business Combination Agreement; 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 Parent Common Stock the Atairos Covered Shares, against (i) any Company Acquisition Proposal or any proposal relating to a Company Acquisition Proposal (in each case, other than the MergerTransactions), (Bii) any action, merger agreement or proposal involving Parent merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Company (other than the Business Combination Agreement and the Transactions), and (iii) any Parent Subsidiary other action 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 other obligation or agreement of Parent or Merger Sub the Company under the Transaction Business Combination Agreement and (C) that would result in the failure of any amendment condition set forth in Section 9.01, Section 9.02 or Section 9.03 of the certificate Business Combination Agreement to be satisfied or result in a breach of incorporation any covenant, representation or bylaws of Parent warranty or any other action, obligation or agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of the Transaction Agreement or the Transactions or change Atairos Stockholder contained in any manner the voting rights of any class of the capital stock of Parentthis Agreement. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. (a) Provided that Parent has not ----------------- breached or violated Section 4(b) hereof, each Stockholder hereby agrees that:to attend the Stockholders Meeting of the Company (or any other meeting of stockholders of the Company at which the matters contemplated by the Merger Agreement or this Agreement are to be presented to a vote of stockholders of the Company), in person or by proxy, and to vote (or cause to be voted) all Shares and any other voting securities of the Company (including any such securities acquired hereafter but excluding any Shares or other securities the Stockholder has the right to acquire but has not acquired) that such Stockholder directly or indirectly owns or has the right to vote or direct the voting (collectively, the "Covered Shares"), for approval and adoption of the Merger Agreement, the Merger and any related action reasonably required in furtherance thereof, such (ib) From and after the date hereof until the Termination Date, each Stockholder hereby agrees to vote (or cause to be voted) any Covered Shares against any Takeover Proposal and any related action reasonably required in furtherance thereof, at any meeting of stockholders of the Company (including any adjournments or postponements thereof) called to consider and vote on any Takeover Proposal. Each Stockholder further agrees that, until the Termination Date, in connection with any consent solicitation relating to a Takeover Proposal, such Stockholder will timely execute and deliver (or cause to be timely executed and delivered) a written consent with respect to any Covered Shares against any Takeover Proposal as contemplated by the immediately preceding sentence. For purposes hereof, the term "Termination Date" shall mean the first to occur of (a) the 9 month anniversary of the date of termination of the Merger Agreement, (b) the date of consummation of the Merger and (c) the date of any breach or violation of Section 4(b) by Parent; provided, however, -------- ------- that in the event that the Merger Agreement is terminated after the Parent Charter Amendment and the issuance of Parent Shares in the Merger has been submitted to the vote of the stockholders of Parent called to seek at the Parent Stockholder Approval Stockholders Meeting and not approved and adopted by the requisite holders of Parent Common Shares at such meeting, or in any other circumstances upon which if the Merger Agreement is terminated as a vote, consent or other approval of Stockholder with respect to the Transaction Agreement or any result of the Transactions is sought, Stockholder shall vote, or cause to be voted, the Subject Shares in favor of granting the Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the consummation failure of the Merger and the issuance of Parent Common Stock in the Merger, (B) any action, agreement or proposal involving Parent or any Parent Subsidiary that would reasonably to be expected to result in a breach of any covenant, representation or warranty of Parent or Merger Sub under the Transaction Agreement and (C) any amendment consummated because of the certificate of incorporation or bylaws of Parent or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision failure of the Transaction Agreement condition in Section 8.1(b) or Section 8.2(e) to be satisfied, the Transactions or change in any manner Termination Date shall be the voting rights date of any class termination of the capital stock of ParentMerger Agreement. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. (a) Stockholder Subject to the earlier termination of this Agreement in accordance with Section 4, each Stockholder, in his, her or its capacity as a stockholder of Pubco, irrevocably and unconditionally agrees that: (i) , at any meeting of the stockholders of Parent called to seek the Parent Stockholder Approval Pubco, however called, and at every adjournment or postponement thereof, and in any other circumstances upon which a vote, written action by consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions stockholders of Pubco, such Stockholder shall, and shall cause any other holder of record of such Stockholder’s Covered Shares to: (a) when such meeting is soughtheld, Stockholder shall appear at such meeting or otherwise cause such Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote, or cause to be voted, all of such Stockholder’s Covered Shares owned as of the Subject Shares record date for such meeting (or the date that any written consent is executed by such Stockholder) in favor of granting the Parent Stockholder Approval Merger and the adoption of the Merger Agreement and any other actions reasonably requested by Weyerhaeuser and presented matters as to the stockholders of Parent that are necessary and desirable which Pubco solicits proxies from its stockholder in connection with consummation of the Parent Stockholder Approval Merger and the Transactions, including other transactions contemplated by the matters referred to in Section 6.05(c) of the Transaction Merger Agreement; and (iic) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject all of such Stockholder’s Covered Shares against (A) any Parent Acquisition Proposal or and any other action, agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance of Parent Common Stock in the Merger, (B) any action, agreement or proposal involving Parent or any Parent Subsidiary action 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 Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent or Merger Sub Pubco under the Transaction Merger Agreement and (C) or result in a breach of any amendment covenant, representation or warranty or other obligation or agreement of such Stockholder contained in this Agreement. The obligations of the certificate Stockholders specified in this Section 1 shall apply whether or not approval of incorporation or bylaws of Parent the Merger or any other action, agreement action described above is recommended by the Pubco Board or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision the Pubco Board has previously recommended approval of the Transaction Agreement or the Transactions or change in any manner the voting rights of any class of the capital stock of ParentMerger but changed such recommendation. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. During the period commencing on the date hereof and ending on the earlier to occur of (a) Stockholder the Effective Time, and (b) such date and time as the Merger Agreement shall be terminated in accordance with Section 9.1 thereof (the “Expiration Time”), each Stockholder, with respect to its Shares, hereby irrevocably agrees that: to (i1) appear at any meeting of the stockholders of Parent called Buyer (a “Buyer Stockholders’ Meeting”) in person or proxy or otherwise cause the Shares to seek be counted as present thereat for the Parent Stockholder Approval or in any other circumstances upon which purpose of establishing a votequorum, consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder shall (2) vote, or cause to be votedvoted or consented at a Buyer Stockholders’ Meeting, or in any action by written consent of the Subject stockholders, all of the Shares owned as of the record date for such meeting (a) in favor of granting the Parent Stockholder Approval approval and adoption of the Merger Agreement, the transactions contemplated by the Merger Agreement and this Agreement, (b) in favor of any other actions matter reasonably requested by Weyerhaeuser and presented necessary to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the consummation of the transactions contemplated by the Merger Agreement and considered and voted upon by the issuance stockholders of Buyer and (c) in favor of the approval of the Parent Common Stock Proposals (as defined in the MergerMerger Agreement), and (B3) against any action, agreement or proposal involving Parent or any Parent Subsidiary other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent or Merger Sub Buyer under the Transaction Merger Agreement and or (Cz) result in a breach of any amendment covenant, representation or warranty or other obligation or agreement of the certificate Stockholder contained in this Agreement. Each Stockholder acknowledges receipt and review of incorporation a copy of the Merger Agreement. The obligations of each Stockholder specified in this Section 1 shall apply whether or bylaws of Parent not the Merger or any other action, agreement or proposal involving action described above is recommended by the Parent or Parent Subsidiary Board. Each Stockholder hereby agrees that would materially impede, or frustrate, or prevent or nullify, any provision of the Transaction Agreement or the Transactions or change in any manner the voting rights of any class of the capital stock of Parent. (b) Stockholder it shall not commit or agree to take any action inconsistent with the foregoing. Nothing in this Agreement shall be deemed to impose any provision obligation or limitation on votes or actions taken by any director, officer, employee or agent of Section 3.01(a)any Stockholder or by any Stockholder that is a natural person, in each case, in his or her capacity as a director or officer of Buyer. Each Stockholder is executing this Agreement solely in such capacity as a record or beneficial holder of Shares.

Agreement to Vote. Subject to the earlier termination of this Agreement in accordance with Section 3 and the last paragraph of this Section 1, the Securityholder, solely in his, her or its capacity as a Securityholder or proxy holder of the Company, irrevocably and unconditionally agrees, and agrees to cause any other holder of record of any of such Securityholder’s Covered Securities, to validly execute and deliver to the Company on (or effective as of) the third (3rd) Business Day following the date any management information circular is disseminated to the Company’s securityholders in connection with the transactions contemplated under the Business Combination Agreement, a written consent in respect of all of such Securityholder’s Covered Securities approving the Plan of Arrangement and the Arrangement Resolution and the proposed transactions contemplated by the Business Combination Agreement and any other matters necessary or reasonably requested by the Company for consummation of the Plan of Arrangement and the other transactions contemplated by the Business Combination Agreement. In addition, subject to the last paragraph of this Section 1, prior to the Termination Date (as defined herein), the Securityholder, in his, her or its capacity as a securityholder or proxy holder of the Company, irrevocably and unconditionally agrees that, at any other meeting of the securityholders of the Company (whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of the securityholders of the Company, the Securityholder shall, and shall cause any other holder of record of the Securityholder’s Covered Securities to: (a) Stockholder agrees that:when such meeting is held, appear at such meeting or otherwise cause the Securityholder’s Covered Securities to be counted as present thereat for the purpose of establishing a quorum; (ib) vote (or execute and return an action by written consent), or cause to be voted at any such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the stockholders Securityholder’s Covered Securities owned as of Parent called to seek the Parent Stockholder Approval record date for such meeting (or the date that any written consent is executed by such Securityholder) in favor of the Plan of Arrangement, the adoption of the Business Combination Agreement and any other matters necessary or reasonably requested by the Company for consummation of the Plan of Arrangement and the other transactions contemplated by the Business Combination Agreement; (c) in any other circumstances upon which a consent or other approval is required under the Company’s articles of incorporation, notice of articles or other constating documents (collectively, the “Company’s Governing Documents”), the BCBCA or otherwise sought with respect to the Business Combination Agreement or the other transactions contemplated by the Business Combination Agreement, vote, consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder shall vote, approve (or cause to be voted, consented or approved) all of the Subject Shares Securityholder’s Covered Securities held at such time in favor of granting the Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreementthereof; and (iid) at any meeting of the stockholders of Parent vote (or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall voteexecute and return an action by written consent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), including by executing a written consent if requested by Weyerhaeuser, all of the Subject Shares Securityholder’s Covered Securities against (Ai) any Parent Acquisition Proposal proposal other than as set out in the Business Combination Agreement or which is required to give effect to the transactions contemplated in the Business Combination Agreement, (ii) any amendment to the Company’s Governing Documents (other than as provided for in the Business Combination Agreement or as expressly waived by the parties thereto) and any other action, in each case, that would reasonably be expected to (x) impede, interfere with, delay, postpone or adversely affect the Plan of Arrangement or any of the other transactions contemplated by the Business Combination Agreement, (y) result in any condition to the consummation of the transactions set forth in Article VIII (Closing Conditions) of the Business Combination Agreement not being fulfilled, or (z) result in a breach of any covenant, representation or warranty, or other obligation or agreement of such Securityholder contained in this Agreement and (iii) any other action, agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance of Parent Common Stock in the Merger, (B) any action, agreement or proposal involving Parent or any Parent Subsidiary transaction that would reasonably be expected to result in a breach of any covenant, representation or warranty of Parent or Merger Sub under the Transaction Agreement and (C) any amendment of the certificate of incorporation or bylaws of Parent or any other action, obligation or agreement of the Company under the Business Combination Agreement or proposal involving Parent or Parent Subsidiary that would materially impedereasonably be expected to result in the failure of the transactions contemplated by the Business Combination Agreement from being consummated. The obligations of the Securityholder specified in this Section 1 shall apply whether or not the Plan of Arrangement and the Arrangement Resolution or any action described above is recommended by the board of directors of the Company (the “Company Board”), or frustratethe Company Board has previously recommended the Plan of Arrangement and the Arrangement Resolution but changed such recommendation. For the avoidance of doubt, or prevent or nullifyexcept as explicitly set forth in this Section 1, any provision nothing in this Agreement shall limit the right of the Transaction Agreement Securityholder to vote in favor of, against or abstain with respect to any other matters presented to the Transactions or change in any manner the voting rights of any class securityholders of the capital stock of ParentCompany. Nothing in this Agreement shall obligate the Securityholder to exercise any option or any other right to acquire any Company Securities. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. (a) Stockholder Subject to the earlier termination of this Agreement in accordance with Section 22, the Sponsor, solely in its capacity as a stockholder of Acies, irrevocably and unconditionally agrees that: (i) , at the Acies EGM, at any other meeting of the stockholders of Parent Acies (whether annual or special and whether or not an adjourned or postponed meeting, however called to seek and including any adjournment or postponement thereof) and in connection with any written consent of the Parent Stockholder Approval or in stockholders of Acies, the Sponsor shall, and shall cause any other circumstances upon which a vote, consent or other approval holder of Stockholder with respect to the Transaction Agreement or record of any of the Transactions Sponsor’s Covered Shares to: (a) when such meeting is soughtheld, Stockholder shall voteappear at such meeting or otherwise cause the Sponsor’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Subject Sponsor’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Sponsor) in favor of granting the Parent Stockholder Approval each Proposal and any other actions matters necessary or reasonably requested by Weyerhaeuser and presented to the stockholders Company for consummation of Parent that are necessary and desirable in connection with the Parent Stockholder Approval Mergers and the Transactions, including other transactions contemplated by the matters referred to in Section 6.05(c) of the Transaction Agreement; Merger Agreement; and (iic) at any meeting of the stockholders of Parent vote (or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall voteexecute and return an action by written consent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), including by executing a written consent if requested by Weyerhaeuser, all of the Subject Sponsor’s Covered Shares against any Acies Business Combination Proposal (Aas defined below) and any Parent Acquisition Proposal other action that would: (i) impede, interfere with, delay, postpone or adversely affect the Mergers or any other action, agreement or proposal made in opposition to or in competition with the consummation of the other transactions contemplated by the Merger and the issuance of Parent Common Stock in the Merger, Agreement; (Bii) any action, agreement or proposal involving Parent or any Parent Subsidiary that would reasonably be expected to result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent or Merger Sub Acies under the Transaction Merger Agreement and or any Ancillary Agreement; (Ciii) result in a breach of any amendment covenant, representation or warranty or other obligation or agreement of the certificate of incorporation Sponsor contained in this Agreement; or bylaws of Parent or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of the Transaction Agreement or the Transactions or (iv) change in any manner the dividend policy or capitalization of, including the voting rights of any class of the capital stock of Parent. (b) Stockholder of, Acies, other than, in each case, pursuant to the Proposals. Sponsor also agrees that it shall not commit or agree to take any action inconsistent with the foregoing. The obligations of the Sponsor specified in this Section 1 shall apply whether or not the Mergers or any provision of Section 3.01(a)action described above is recommended by the Acies Board or the Acies Board previously recommended the Mergers but changed such recommendation.

Agreement to Vote. (a) Stockholder agrees that: (i) Section 3.01 From the date of this Agreement until the Termination Date, at the Company Stockholders Meeting and any other meeting of the stockholders of Parent called the Company (and at every adjournment or postponement thereof) to seek the Parent Stockholder Approval vote on any matter contemplated by this Agreement, however called, or (if applicable) in connection with any other circumstances upon which a vote, written consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is soughtCompany’s stockholders, each Stockholder shall unconditionally and irrevocably agrees to vote, or cause to be voted, the Subject all such Stockholder’s Covered Shares held at that time: (a) in favor of granting any other proposal or proposals that Parent reasonably deems necessary or desirable to consummate the transactions contemplated by the Merger Agreement, including a reverse split of the Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to Common Stock; (b) in favor of the stockholders adjournment of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and Special Meeting (as defined by the Transactions, including the matters referred to in Merger Agreement) as permitted by Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the consummation 5.08 of the Merger and the issuance of Parent Common Stock in the Merger, Agreement; (Bc) against any action, action or agreement or proposal involving Parent or any Parent Subsidiary that would reasonably be expected to result in the conditions of the transactions contemplated by the Merger Agreement not being fulfilled or a breach of any a covenant, representation or warranty of Parent or Merger Sub under the Transaction Agreement and (C) any amendment of the certificate of incorporation or bylaws of Parent or any other material obligation or agreement of the Parent contained in the Merger Agreement, including such actions set forth under Section 5.05 of the Merger Agreement; and (d) against any action, proposal, transaction or agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or reasonably be expected to prevent or nullify, any provision materially delay the consummation of the Transaction transactions contemplated by the Merger Agreement or the Transactions fulfillment of the Company’s, Parent’s or change in any manner Merger Sub’s conditions to Closing under the voting rights Merger Agreement. Section 3.02 From the date of this Agreement until the Termination Date, each Stockholder shall appear, or shall cause the applicable entity that is the record holder of any class of such Stockholder’s Covered Shares, as applicable (in person, by proxy or by any other means permitted by the Parent Bylaws) at each meeting of the capital stock stockholders of the Parent, or adjournment or postponement thereof, to vote on any matter contemplated by this Agreement and shall cause all such Stockholder’s Covered Shares to be counted as present thereat for purposes of calculating a quorum and shall vote all such Stockholder’s Covered Shares in accordance with this Article III. Section 3.03 Nothing in this Agreement, including this Article III, limits or restricts any Stockholder, or any Affiliate or designee of any Stockholder who serves as a member of the Parent Board in acting or voting in his or her capacity as a director of the Parent and exercising his or her fiduciary duties and responsibilities, it being understood that this Agreement applies to each Stockholder solely in such Stockholder’s capacity as a stockholder of the Parent and does not apply to such Stockholder’s or any such Affiliate or designee’s actions, judgments or decisions as a director of the Parent, and such actions (bor failures to act) Stockholder shall not commit or agree be deemed to take any action inconsistent with any provision constitute a breach of Section 3.01(a)this Agreement.

Agreement to Vote. Subject to the earlier termination of this Agreement in accordance with Section 20, the Sponsor, solely in its capacity as a shareholder of SPAC, irrevocably and unconditionally agrees that, at the SPAC Stockholders Meeting, at any other meeting of the shareholders of SPAC (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 written consent of the shareholders of SPAC, the Sponsor shall, and shall cause any other holder of record of any of the Covered Shares to: (a) Stockholder agrees that:when such meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (ib) at any meeting of the stockholders of Parent called to seek the Parent Stockholder Approval vote (or in any other circumstances upon which a vote, consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder shall voteexecute and return an action by written consent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Subject Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Sponsor) in favor of granting the Parent Stockholder Approval each Transaction Proposal and any other actions matters necessary or reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the Company for consummation of the Merger and the issuance other transactions contemplated by the BCA; 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 Parent Common Stock in the Merger, (B) Covered Shares against any action, agreement or proposal involving Parent or SPAC Acquisition Proposal and any Parent Subsidiary other action 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 BCA or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent or Merger Sub SPAC under the Transaction Agreement and (C) BCA or result in a breach of any amendment covenant, representation or warranty or other obligation or agreement of the certificate Sponsor contained in this Agreement. The obligations of incorporation the Sponsor specified in this Section 1 shall apply whether or bylaws not the Merger, any of Parent the other transactions contemplated under the BCA or any other action, agreement action described above is recommended by SPAC Board or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullifySPAC Board previously recommended the Merger, any provision of the Transaction Agreement such transaction or the Transactions or change in any manner the voting rights of any class of the capital stock of Parentsuch action but changed such recommendation. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. (a) Stockholder agrees that: (i) The Principal Stockholders hereby agree during the term of this Agreement that each shall, and shall cause the holder of record on any applicable record date to, at the request of the Company, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of Parent, however called, or in connection with any written consent of the holders of Common Stock, (a) if a meeting is held, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum, and (b) vote or consent (or cause to be voted or consented), in person or by proxy, all Shares, and any other voting securities of Parent (whether acquired heretofore or hereafter) that are beneficially owned or held of record by the Principal Stockholders or (other than shares of Common Stock held by a Principal Stockholder as a trustee) as to which the Principal Stockholders have, directly or indirectly, the right to vote or direct the voting (collectively, the "Subject Shares"), in favor of the approval of the Share Issuance. Each of the Principal Stockholders further agrees to use his best reasonable good faith efforts to cause the shareholders of the Company to approve the Share Issuance. In the event the Parent's board of directors does not call a meeting of its shareholders to approve the Share Issuance and the transactions and matters contemplated in connection therewith, each Principal Stockholder agrees to take all action permitted under the Articles of Incorporation, as amended, and By-laws of the Company and under Delaware law necessary to call a meeting of its stockholders to approve the Share Issuance. (b) At any meeting of stockholders of Parent called to seek the Parent Stockholder Approval Company or at any adjournment thereof or in any other circumstances upon which a vote, the stockholders of the Company vote or consent or in connection with which other such approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is sought, each Principal Stockholder shall vote, or cause to be voted, the Subject Shares in favor of granting the Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, vote the Subject Shares against (A) any Parent Acquisition Proposal action or any other action, agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance of Parent Common Stock in the Merger, (B) any action, agreement or proposal involving Parent or any Parent Subsidiary that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty of Parent or Merger Sub under the Transaction Agreement and (C) any amendment of the certificate of incorporation or bylaws of Parent or any other action, obligation or agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of the Transaction Agreement or Company under the Transactions or change in any manner the voting rights of any class of the capital stock of Parent. (b) Merger Agreement. Each Principal Stockholder shall further agrees not to commit or agree to take any action inconsistent with any provision of Section 3.01(a)the foregoing.

Agreement to Vote. (a) Stockholder agrees that: (i) From the date hereof until the Termination Date, at any meeting of the stockholders of Parent called to seek the Parent Stockholder Approval Company, however called, or at any adjournment thereof, or in connection with any written consent of the stockholders of the Company or in any other circumstances upon which a vote, consent or other approval of Stockholder with respect to the Transaction Agreement all or any some of the Transactions stockholders of the Company is sought, the Company Stockholder shall vote, vote (or cause to be voted, the Subject Shares in favor of granting the Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and or deliver (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing delivered) a written consent if requested by Weyerhaeuser, with respect to all of the Company Stockholder’s Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to the extent such Subject Shares are entitled to vote at such meeting or in competition with such written consent: (a) in favor of the consummation approval of the Buyer Stockholder Matters and adoption of the Merger Agreement; and (b) against the following actions (other than the Merger and the issuance of Parent Common Stock in transactions contemplated by the Merger, Merger Agreement): (Bi) any action, agreement Acquisition Proposal or proposal involving Parent or Acquisition Transaction; (ii) any Parent Subsidiary action that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent the Company contained in the Merger Agreement, or Merger Sub under the Transaction of any Company Stockholder contained in this Agreement and (Ciii) any amendment of the certificate of incorporation or bylaws of Parent or any other action, agreement transaction or proposal involving Parent the Company or Parent Subsidiary any of the Company or any of its Subsidiaries that is intended or would materially reasonably be expected to prevent, nullify, impede, or interfere with, frustrate, delay or prevent or nullifypostpone, in each case in any provision material respect the consummation of the Transaction Agreement Merger or the Transactions or change in any manner other transactions contemplated by the voting rights of any class of the capital stock of ParentMerger Agreement. (b) From the date hereof until the Termination Date, in the event that a meeting of the stockholders of the Company is held, the Company Stockholder shall, or shall cause the holder of record of its Subject Shares on any applicable record date to, appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum. (c) From the date hereof until the Termination Date, the Company Stockholder shall not commit enter into any agreement or agree understanding with any Person to take vote, provide written consent or give instructions in any action manner inconsistent with any provision the terms of this Section 3.01(a)1.1. (d) As soon as practicable and within the required timeframe, Company Stockholder agrees to file a Schedule 13D/A to disclose this agreement and state its support for the Merger.

Agreement to Vote. (a) Stockholder agrees that: (i) Subject to the terms of this Agreement, each Shareholder hereby covenants and agrees, severally and not jointly, that during the term of this Agreement and at the Parent Shareholder Meeting and at any other meeting of the stockholders holders of Parent called to seek Shares, however called, including any adjournment or postponement thereof, and in connection with any written consent of the Parent Stockholder Approval holders of Shares, or in any other circumstances circumstance upon which a vote, consent or other approval of Stockholder with respect to the Transaction Agreement or any holders of the Transactions Shares is sought, Stockholder shall such Shareholder shall, in each case, to the fullest extent that such matters are submitted for the vote, written consent or approval of such Shareholder and that the Covered Shares are entitled to vote thereon or consent thereto: (a) appear at any such meeting or otherwise cause the Covered Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of the Subject Covered Shares (A) in favor of granting the approval of the Merger Agreement and the other Transactions (including the CVR Agreement and the Parent Stockholder Approval and Stock Issuance); (B) against any action or agreement submitted for the vote or written consent of the holders of Shares that would result in a breach in any material respect of any covenant, representation or warranty or other actions reasonably requested by Weyerhaeuser and presented obligation or agreement of Parent or Merger Sub under the Merger Agreement or that is otherwise in opposition to the stockholders Merger or any of Parent that are necessary the other Transactions (including the CVR Agreement and desirable in connection with the Parent Stockholder Approval and Stock Issuance); (C) against any extraordinary corporate transaction (other than the Merger or the Transactions, including the matters referred to in Section 6.05(c) CVR Agreement and the Parent Stock Issuance), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of all or substantially all of the Transaction Agreement; and (ii) at any meeting of the stockholders securities of Parent (other than pursuant to the Merger or in the Transactions, including the CVR Agreement and the Parent Stock Issuance) or any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares Acquisition Proposal; and (D) against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to transaction submitted for the vote or in competition with 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 issuance of Parent Common Stock other Transactions; provided, that the foregoing covenants shall apply solely with respect to actions taken with respect to the Covered Shares; and provided further that nothing in this Agreement limits or restricts the Shareholders from voting on the Dispositions (as defined in the Merger, (BMerger Agreement) any action, agreement or proposal involving Parent or any Parent Subsidiary matters other than those explicitly set forth in this Section 2.1(b), in their sole discretion. Any such vote shall be cast (or consent shall be given) by such Shareholder in accordance with such procedures relating thereto as will ensure that would reasonably be expected he or she is duly counted, including for purposes of determining whether a quorum is present. Neither this Section 2.1(b) nor anything else in this Agreement shall require such Shareholder to result in a breach of exercise any covenant, representation warrants or warranty of Parent options (if any) to acquire Shares or Merger Sub under the Transaction Agreement and (C) any amendment of the certificate of incorporation or bylaws of Parent or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of the Transaction Agreement or the Transactions or change in any manner the voting rights of any class of the capital stock of Parent. Such Shareholder shall provide Pineapple 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 Parent Board Recommendation Change has occurred. (bc) Stockholder 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 Pineapple (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 2.1 until the termination of this Agreement in accordance with Section 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 is 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 not commit or agree to take any action inconsistent terminate upon termination of this agreement in accordance with any provision of Section 3.01(a)5.1.

Agreement to Vote. (a) Stockholder Prior to the Termination Date (as defined herein), the Stockholder, in its capacity as a stockholder of the Company, irrevocably and unconditionally agrees that: (i) , at any meeting of the stockholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called to seek and including any adjournment or postponement thereof, including the Parent Company Stockholders Meeting) and in connection with any written consent of stockholders of the Company or circumstances where the vote of the Company’s stockholders is sought, the Stockholder Approval or in shall, and shall cause any other circumstances upon which a vote, consent or other approval holder of Stockholder with respect to the Transaction Agreement or record of any of the Transactions Stockholder’s Covered Shares to: (i) when such meeting is soughtheld, Stockholder shall voteappear at such meeting or otherwise cause the Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (ii) vote (or execute and return an action by written consent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Subject Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of granting the Parent Stockholder Approval Merger and the adoption of the Merger Agreement and any other actions matters necessary or reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the Company for consummation of the Merger and the issuance other transactions contemplated by the Merger Agreement; 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 Parent Common Stock in the Merger, Stockholder’s Covered Shares (B1) against any action, agreement or proposal involving Parent Company Acquisition Proposal or any Parent Subsidiary action which is a component of any Company Acquisition Proposal; and (2) against any other action that would reasonably be expected to (A) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement, (B) change the voting rights of any class of capital stock of the Company, (C) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent or Merger Sub the Company under the Transaction Merger Agreement and (C) any amendment of the certificate of incorporation or bylaws of Parent or any other actionotherwise prevent, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, frustrate or frustrate, or prevent or nullify, nullify any provision of the Transaction Merger Agreement or the Transactions or change (D) result in any manner the voting rights a breach of any class covenant, representation or warranty or other obligation or agreement of the capital stock Stockholder contained in this Agreement. Subject to Section 1(b), the obligations of Parentthe Stockholder specified in Section 1 shall apply whether or not the Merger or any action described above is recommended by the Board of Directors of the Company or the Board of Directors of the Company has effected a Company Change of Recommendation. (b) Notwithstanding anything herein to the contrary, in the event of a Company Change of Recommendation made in compliance with the terms of the Merger Agreement: (i) the aggregate number of shares of Company Common Stock of the Stockholder that shall be considered “Covered Shares” for all purposes of this Agreement shall be automatically modified without any further notice or any action by Parent or the Stockholder to be only 5,096,896 shares of Company Common Stock (the “Committed Covered Shares”), such that the Stockholder shall not commit only be obligated to vote (or agree execute and return an action by written consent with respect to) the Committed Covered Shares in the manner set forth in Section 1(a) with respect to take the Covered Shares after giving effect to such modification; and (ii) the Stockholder, in its sole discretion, shall be free to Transfer (as defined below), and to vote or cause to be voted, in person or by proxy, all of the remaining Covered Shares in excess of the Committed Covered Shares in any action inconsistent with any provision manner it may choose. For the avoidance of Section 3.01(a)doubt, in all events the Committed Covered Shares shall be deemed to be “Covered Shares” for purposes of this Agreement.

Agreement to Vote. (a) Each Stockholder hereby agrees that: (i) that from and after the date hereof until the termination of this Agreement, at any duly called meeting of the stockholders of Parent called to seek the Parent Stockholder Approval or Clinical Data, and in any other circumstances upon which a vote, action by written consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder shall vote, or cause to be voted, the Subject Shares in favor of granting the Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent Clinical Data, such Stockholder shall, if a meeting is held, appear at the meeting and any adjournment or postponement thereof, in any other circumstances upon person or by proxy, or otherwise cause the Subject Common Shares over which such Stockholder has sole voting power (and use their best efforts to cause the Subject Common Shares over which such Stockholder has joint voting power) to be counted as present thereat for purposes of establishing a votequorum, consent or other approval of Stockholder is sought, and such Stockholder shall vote, vote or consent the Subject Common Shares over which such Stockholder has sole voting power (and cause to be voted, including by executing a written consent if requested by Weyerhaeuser, voted or consented the Subject Common Shares against over which such Stockholder has joint voting power), in person or by proxy, (Aa) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition favor of approving the issuance of shares of Clinical Data's Common Stock pursuant to or in competition with the consummation of the Merger and each of the other transactions and other matters specifically contemplated by the Merger Agreement, (b) in favor of any proposal to adjourn any such meeting if necessary to permit further solicitation of proxies in the event there are not sufficient votes at the time of such meeting to approve the issuance of Parent shares of Clinical Data's Common Stock in pursuant to the Merger, (Bc) against any action, action or agreement or proposal involving Parent or any Parent Subsidiary submitted for approval of the stockholders of Clinical Data that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent or Merger Sub Clinical Data under the Transaction Merger Agreement or of such Stockholder under this Agreement and (Cd) except as otherwise agreed in writing by the Company, against any amendment action, agreement, transaction or proposal submitted for approval of the certificate stockholders of incorporation or bylaws of Parent or any other action, agreement or proposal involving Parent or Parent Subsidiary Clinical Data that would materially reasonably be expected to result in any of the conditions to Clinical Data's obligations under the Merger Agreement not being fulfilled or that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay or frustrate, or prevent or nullify, any provision of adversely affect the Transaction Agreement or transactions contemplated by the Transactions or change Merger Agreement. Any vote by such Stockholder that is not in any manner the voting rights of any class of the capital stock of Parent. (b) accordance with this Section 1.1 shall be considered null and void. Such Stockholder shall not commit enter into any agreement or agree understanding with any person or entity prior to take any action the termination of this Agreement to vote or give instructions in a manner inconsistent with any provision clauses (a), (b), (c) or (d) of this Section 3.01(a)1.1.

Agreement to Vote. Subject to the earlier termination of this Agreement in accordance with Section 3, each Stockholder, in its capacity as a stockholder of SPAC, irrevocably and unconditionally agrees that it shall, and shall cause any other holder of record or beneficial owner of any of such Stockholder’s Covered Shares to, validly execute and deliver to SPAC, on (aor effective as of) the fifth (5th) day following the date that the notice of the SPAC Stockholders Meeting (the “SPAC Stockholder Meeting Notice”) is delivered by SPAC, the voting proxy to be distributed in respect of all of such Stockholder’s Covered Shares. In addition, prior to the Termination Date (as defined herein), each Stockholder, in its capacity as a stockholder of SPAC, irrevocably and unconditionally agrees that: (i) , at any other meeting of the stockholders of Parent SPAC (whether annual or special and whether or not an adjourned or postponed meeting, however called to seek the Parent and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of SPAC, such Stockholder Approval or in shall, and shall cause any other circumstances upon which holder of record or beneficial owner of any of the Stockholder’s Covered Shares to: a. if and when such meeting is held, appear at such meeting or otherwise cause such Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; b. execute and return an action by written consent (or vote, in person or by proxy), or validly execute and return and cause such consent or other approval of Stockholder to be granted with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder shall vote, (or cause to be votedvoted at such meeting), all of such Stockholder’s Covered Shares owned as of the Subject Shares date that any written consent is executed by such Stockholder (or the record date for such meeting) in favor of granting (i) the Parent Merger and the adoption of the Business Combination Agreement, (ii) the SPAC Stockholder Approval Proposals and (iii) any other actions matters necessary or reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the SPAC for consummation of the Merger and the issuance other transactions contemplated by the Business Combination Agreement. 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 of Parent Common Stock in the Mergersuch Stockholder’s Covered Shares against any SPAC Acquisition Proposal, (B) any action, agreement or proposal involving Parent or any Parent Subsidiary other action that would reasonably be expected to 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 other obligation or agreement of Parent or Merger Sub SPAC under the Transaction Business Combination Agreement that would result in the 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 such Stockholder contained in this Agreement, and against any change in business, management or board of directors of SPAC (other than in connection with the Business Combination Agreement and (C) any amendment the other proposals related to the Business Combination). d. The obligations of each Stockholder specified in this Section 1 shall apply whether or not the certificate of incorporation or bylaws of Parent Merger or any other actionaction described above is recommended by the SPAC Board, agreement or proposal involving Parent or Parent Subsidiary that would materially impedeincluding if the SPAC board has effected a SPAC Change in Recommendation. e. Each Stockholder hereby irrevocably, to the fullest extent permitted by law, appoints SPAC, or frustrateany designee of SPAC, for so long as the provisions of this Section 1 remain in effect, as such Stockholder’s attorney-in-fact and proxy with full power of substitution, to vote and otherwise act (by written consent or otherwise) with respect to the Owned Shares, solely on the matters and in the manner specified in this Section 1. This proxy shall be valid for the duration of this Agreement. f. THE PROXIES AND POWERS OF ATTORNEY GRANTED PURSUANT TO SECTION 1(e) ARE IRREVOCABLE AND COUPLED WITH AN INTEREST. The proxies and powers of attorney shall not be terminated by any act of such Stockholder or by operation of law, by lack of appropriate power or authority, or prevent or nullify, any provision of by the Transaction Agreement or the Transactions or change in any manner the voting rights occurrence of any class other event or events and shall be binding upon all successors, assigns, heirs, beneficiaries and legal representatives of such Stockholder. Each Stockholder hereby revokes all other proxies and powers of attorney on the capital stock matters specified in this Section 1 with respect to the Owned Shares that such Stockholder may have previously appointed or granted, and no subsequent proxy or power of Parent. attorney shall be given or written consent executed (b) Stockholder and if given or executed, shall not commit be effective) by the Stockholder with respect thereto. All authority herein conferred or agree agreed to take be conferred shall survive the death, bankruptcy or incapacity of such Stockholder and any action inconsistent with any provision obligation of Section 3.01(a)such Stockholder under this Agreement shall be binding upon the heirs, personal representatives, and successors of such Stockholder.

Agreement to Vote. (a) Stockholder From the date of this Agreement until the Termination Date, each Holder irrevocably and unconditionally agrees that: (i) , at any meeting of the stockholders of Parent called to seek the Parent Stockholder Approval (whether annual or in any other circumstances upon which a votespecial and whether or not an adjourned or postponed meeting, consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder shall votehowever called), or cause to be voted, the Subject Shares in favor of granting the Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting written consent of the stockholders of Parent or unitholders of Opco LP, such Holder shall: (a) appear at such meeting or otherwise cause the applicable Securities to be counted as present thereat for purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or caused to be voted at such meeting in person or by proxy (or validly execute and return and cause such consent to be granted with respect to), all of such Xxxxxx’s applicable Securities owned as of the record date for such meeting (or the date that any written consent is executed by such Xxxxxx) in favor of (i) adoption of the Merger Agreement; (ii) the Parent Merger and the other Transactions; (iii) any amendment and/or restatement of the Organizational Documents of Parent or any of its Subsidiaries necessary to effect the consummation of the Transactions; and (iv) any other circumstances upon proposals agreed to by Parent and the Company which a vote, consent are necessary and appropriate in connection with the Transactions or other approval to effectuate the intent of Stockholder is sought, Stockholder shall votethe foregoing clauses (i) through (iii); and (c) vote (or execute and return an action by written consent), or cause caused to be votedvoted at such meeting in person or by proxy (or validly execute and return and cause such consent to be granted with respect to), including by executing a written consent if requested by Weyerhaeuser, the Subject Shares all of such Holder’s applicable Securities against (Ai) any agreement, transaction or proposal that relates to a Parent Acquisition Competing Proposal or any other actiontransaction, proposal, agreement or proposal action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the consummation of Mergers or matters contemplated by the Merger and the issuance of Parent Common Stock in the Merger, Agreement; (Bii) any action, action or agreement or proposal involving Parent or any Parent Subsidiary that would reasonably be expected to result in a breach of any covenant, representation or warranty of Parent or Merger Sub under the Transaction Agreement and (C) any amendment of the certificate of incorporation other obligation or bylaws agreement of Parent or any other action, of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (iii) any action or agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, reasonably be expected to result in (x) any provision condition to the consummation of the Transaction Mergers set forth in Article VII of the Merger Agreement not being fulfilled or the Transactions or (y) any change in any manner to the voting rights of any class of the shares of capital stock of Parent (including any amendments to Parent. ’s Organizational Documents); and (biv) Stockholder any other action that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the transactions contemplated by the Merger Agreement, including the Mergers, or this Agreement. Any attempt by such Holder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of), the Securities in contravention of this Section ‎3.1 shall be null and void ab initio. If such Holder is the Beneficial Owner, but not the holder of record, of any Securities, such Xxxxxx agrees to take all actions reasonably necessary to cause the holder of record and any nominees to vote (or exercise a consent with respect to) all of such Securities in accordance with this Section ‎3.1. Notwithstanding anything herein to the contrary in this Agreement, this Section ‎3.1 shall not commit require any Holder to be present (in person or agree by proxy) or vote (or cause to take be voted), any action inconsistent with of the Securities to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount, changes the form of the Merger Consideration payable, extends the End Date or otherwise adversely affects such Holder of the Company (in its capacity as such) in any material respect. Notwithstanding anything to the contrary in this Agreement, but subject to Section 3.01(a)‎3.2, each Holder shall remain free to vote (or execute consents or proxies with respect to) the Securities with respect to any matter other than as set forth in Section ‎3.1(a) and Section ‎3.1(c) in any manner such Holder deems appropriate, including in connection with the election of directors of the Company. The obligations of each Holder specified in this Section ‎3.1 shall apply whether or not the Mergers or any action described above is recommended by the Parent Board.

Agreement to Vote. Subject to the earlier termination of this Agreement in accordance with Section 3 and the last paragraph of this Section 1, the Shareholder, solely in the Shareholder’s capacity as a shareholder of NewCo, shall, and shall cause any other holder of record of any of the Shareholder’s Covered Shares, to validly execute a written consent in respect of all of the Shareholder’s Covered Shares approving the Transactions, including the Merger Agreement, and any other matters necessary or reasonably requested by NewCo for the consummation of the Transactions and the other transactions contemplated by the Merger Agreement, and shall deliver such written consent to NewCo on (aor effective as of) Stockholder agrees that: the third (i3rd) Business Day following the date that the execution version of the written consent is delivered by NewCo to the Shareholder. In addition, without limiting the foregoing, prior to the Termination Date (as defined herein), the Shareholder, in its capacity as a shareholder of NewCo, at any meeting of the stockholders shareholders of Parent NewCo (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 written consent of shareholders of NewCo, shall, and shall cause any other holder of record of any of such Shareholder’s Covered Shares to: (a) if and when such meeting is held, appear at such meeting or otherwise cause the Shareholder’s Covered Shares to seek be counted as present thereat for the Parent Stockholder Approval purpose of establishing a quorum; (b) vote, or cause to be voted at such meeting, all of such Shareholder’s Covered Shares in favor of (or execute and return, or cause to be executed and returned, a written consent, with respect to all of such Shareholder’s Covered Shares, to) the Transactions, the adoption of the Merger Agreement, and any other matters necessary or reasonably requested by NewCo for the consummation of the Transactions and the other transactions contemplated by the Merger Agreement; (c) in any other circumstances upon which a consent or other approval is required under the Charter Documents of NewCo or otherwise sought with respect to the Merger Agreement or the other transactions contemplated by the Merger Agreement, vote, consent or other approval approve (or cause to be voted, consented or approved) all of Stockholder with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder shall such Shareholder’s Covered Shares held at such time in favor thereof; (d) vote, or cause to be votedvoted at such meeting, the Subject all of such Shareholder’s Covered Shares in favor of granting the Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and against (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall votewithhold, or cause to be votedwithheld, including by executing a written consent if requested by Weyerhaeuserconsent, the Subject Shares against with respect to all of such Shareholder’s Covered Shares, to) (Ai) any Parent Acquisition Proposal or Company Competing Transaction and (ii) any other action, agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance of Parent Common Stock in the Merger, (B) any action, agreement or proposal involving Parent or any Parent Subsidiary action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Transactions or any of the other transactions contemplated by the Merger Agreement, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent or Merger Sub NewCo under the Transaction Agreement and Merger Agreement, or (Cz) result in a breach of any amendment covenant, representation or warranty or other obligation or agreement of such Shareholder contained in this Agreement; and (e) not exercise, or cause to be not exercised, any right to dissent from the Merger pursuant to section 238 of the certificate of incorporation or bylaws of Parent or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision Cayman Companies Act. The obligations of the Transaction Agreement Shareholder specified in this Section 1 shall apply whether or not the Transactions or change in any manner the voting rights of any class of the capital stock of Parent. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision described above is recommended by the board of Section 3.01(a)directors of NewCo or the board of directors of NewCo has previously recommended the Transactions but changed such recommendation.

Agreement to Vote. Prior to the Termination Date (as defined herein), each Sponsor and Insider Party, in its capacity as a shareholder of Acquiror, irrevocably and unconditionally agrees that at the meeting of Acquiror’s shareholders to be convened for the purpose of obtaining the requisite shareholder approval of the Transaction Proposals in connection with the Transactions or any other meeting of Acquiror’s shareholders (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), such Sponsor and Insider Party shall: (a) Stockholder agrees that:if and when such meeting is held, appear at such meeting or otherwise cause all Covered Shares (as defined below) owned by such Sponsor and Insider Party as of the record date of such meeting to be counted as present thereat for the purpose of establishing a quorum; (ib) at any meeting of the stockholders of Parent called to seek the Parent Stockholder Approval or in any other circumstances upon which a vote, consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder shall vote, or cause to be voted, at such meeting (or execute and deliver a written consent, if applicable, causing to be voted) all of such Sponsor and Insider Party’s Covered Shares owned as of the Subject Shares record date for such meeting in favor of granting each of the Parent Stockholder Approval Transaction Proposals and any other actions matters necessary or reasonably requested by Weyerhaeuser and presented to the stockholders Acquiror for consummation of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including any actions necessary to effectuate the matters referred to in Section 6.05(c) of contemplated by the Transaction AgreementProposals; and (iic) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, vote or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject voted at such meeting all of such Sponsor and Insider Party’s Covered Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the consummation of the Merger Business Combination Proposal and the issuance of Parent Common Stock in the Merger, any other action that (Bi) any action, agreement or proposal involving Parent or any Parent Subsidiary that would reasonably be expected to impede, interfere with, delay, postpone, nullify or adversely affect the Transactions or (ii) would result in the failure of any condition set forth in Article X 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 Parent the Sponsor contained in this Agreement, or Merger Sub an obligation or agreement of Acquiror under the Transaction Agreement and Business Combination Agreement. (Cd) any amendment The obligations of the certificate of incorporation Sponsor and Insider Parties specified in this Section 1 shall apply whether or bylaws of Parent or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of the Transaction Agreement or not the Transactions or change in any manner action described above are recommended by the voting rights Board of any class Directors of Acquiror (the “Acquiror Board”) or the Acquiror Board has changed, withdrawn, withheld, qualified or modified, or publicly proposed to change, withdraw, withhold, qualify or modify, its recommendation to adopt and/or approve the Transaction Proposals. For purposes of this Agreement, “Covered Shares” means all shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock held by such Sponsor and Insider Party as of the capital stock of Parent. (b) Stockholder shall not commit or agree to take any action inconsistent date hereof, together with any provision shares of Section 3.01(a)Acquiror Class B Common Stock and Acquiror Class A Common Stock acquired by such Sponsor and Insider Party after the date hereof.

Agreement to Vote. (a) Stockholder Subject to the earlier termination of this Agreement in accordance with Section 21 and the last paragraph of this Section 1, the Sponsor, solely in its capacity as a stockholder of Acquiror, irrevocably and unconditionally agrees that: (i) , at the Special Meeting, at any other meeting of the stockholders of Parent the Acquiror (whether annual or special and whether or not an adjourned or postponed meeting, however called to seek and including any adjournment or postponement thereof) and in connection with any written consent of the Parent Stockholder Approval or in stockholders of the Acquiror, the Sponsor shall, and shall cause any other circumstances upon which a vote, consent or other approval holder of Stockholder with respect to the Transaction Agreement or record of any of the Transactions Sponsor's Covered Shares to: (a) when such meeting is soughtheld, Stockholder shall voteappear at such meeting or otherwise cause the Sponsor’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Subject Sponsor’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Sponsor) in favor of granting the Parent Stockholder Approval each Proposal and any other actions matters necessary or reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the Company for consummation of the Merger and the issuance other transactions contemplated by the Merger Agreement; 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 Parent Common Stock in the Merger, Sponsor’s Covered Shares against any Acquiror Business Combination Proposal (Bas defined below) and any action, agreement or proposal involving Parent or any Parent Subsidiary other action 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 Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent or Merger Sub the Acquiror under the Transaction Merger Agreement and (C) or result in a breach of any amendment covenant, representation or warranty or other obligation or agreement of the certificate Sponsor contained in this Agreement. The obligations of incorporation the Sponsor specified in this Section 1 shall apply whether or bylaws of Parent not the Merger or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of action described above is recommended by the Transaction Agreement Acquiror Board or the Transactions or change in any manner Acquiror Board previously recommended the voting rights of any class of the capital stock of ParentMerger but changed such recommendation. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. (a) Stockholder Each of the Stockholders hereby agrees that, during the Voting Period, such Stockholder shall vote or execute consents, as applicable, with respect to the Owned Shares and any New Shares beneficially owned by it as of the applicable record date (or cause to be voted or a consent to be executed with respect to the Owned Shares and any New Shares beneficially owned by it as of the applicable record date) in favor of the approval of the Merger Agreement and the transactions contemplated by the Merger Agreement, at any meeting (or any adjournment or postponement thereof) of, or in connection with any proposed action by written consent of, the holders of any class or classes of capital stock of the Company at or in connection with which any of such holders vote or execute consents with respect to any of the foregoing matters. (b) Each of the Stockholders hereby agrees that, during the Voting Period, such Stockholder shall vote or execute consents, as applicable, with respect to the Owned Shares and any New Shares beneficially owned by it as of the applicable record date (or cause to be voted or a consent to be executed with respect to the Owned Shares and any New Shares beneficially owned by it as of the applicable record date) against each of the matters set forth in clauses (i), (ii) or (iii) below at any meeting (or any adjournment or postponement thereof) of, or in connection with any proposed action by written consent of, the holders of any class or classes of capital stock of the Company at or in connection with which any of such holders vote or execute consents with respect to any of the following matters: (i) any action, proposal, transaction or agreement involving the Company or any of its subsidiaries that would reasonably be expected to, in any material respect, prevent, impede, frustrate, interfere with, delay, postpone or adversely affect the Merger or the other transactions contemplated by the Merger Agreement; or (ii) any Acquisition Proposal, other than an Acquisition Proposal made by Parent. (c) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. (d) Except as set forth in clauses (a) and (b) of this Section 2.1, no Stockholder shall be restricted from voting in favor of, against or abstaining with respect to any matter presented to the stockholders of the Company. In addition, nothing in this Agreement shall give Parent the right to vote any Owned Shares at any meeting of the stockholders of Parent called to seek the Parent Stockholder Approval or other than as provided in any other circumstances upon which a vote, consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder shall vote, or cause to be voted, the Subject Shares in favor of granting the Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in this Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance of Parent Common Stock in the Merger, (B) any action, agreement or proposal involving Parent or any Parent Subsidiary that would reasonably be expected to result in a breach of any covenant, representation or warranty of Parent or Merger Sub under the Transaction Agreement and (C) any amendment of the certificate of incorporation or bylaws of Parent or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of the Transaction Agreement or the Transactions or change in any manner the voting rights of any class of the capital stock of Parent2.1. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. (a) Stockholder From and after the date hereof until the Expiration Time, each of the Supporting Shareholders irrevocably and unconditionally agrees that: (i) that at any meeting of the stockholders shareholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any action by written consent of the shareholders of the Company, such Supporting Shareholder shall: (a) when such meeting is held, appear at such meeting, in person or by proxy, or otherwise cause such Supporting Shareholder’s Covered Shares to seek be counted as present thereat for the Parent Stockholder Approval 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 such Supporting Shareholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by such Supporting Shareholder) in favor of the Acquisition Merger, the adoption of the Merger Agreement and any other matters necessary or reasonably requested by Xxxxxx, Purchaser or the Company for the consummation of the Acquisition Merger and the other transactions contemplated by the Merger Agreement; (c) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents or under any agreements between the Company and its shareholders, or otherwise sought with respect to the Merger Agreement or the other transactions contemplated by the Merger Agreement, vote, consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder shall vote, approve (or cause to be voted, the Subject consented or approved) all of such Supporting Shareholder’s Covered Shares held at such time in favor of granting the Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreementthereof; and (iid) at any meeting of the stockholders of Parent vote (or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall voteexecute and return an action by written consent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), including by executing a written consent if requested by Weyerhaeuser, the Subject all of such Supporting Shareholder’s Covered Shares against (Ai) any Parent Acquisition Alternative Proposal or any other action, agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance of Parent Common Stock in the Merger, (Bii) any action, agreement and all other proposals or proposal involving Parent or any Parent Subsidiary actions that would reasonably be expected to (x) impede, interfere with, delay, postpone or adversely affect the Acquisition Merger or any of the other transactions contemplated by the Merger Agreement, (y) result in any of the closing conditions of the Company or the Purchaser Parties under the Merger Agreement not being satisfied, or otherwise result in a breach of any covenantof the representations, representation warranties, covenants or warranty other obligations or agreements of Parent the Company, the Purchaser Parties or Merger Sub the Supporting Shareholders under the Transaction Merger Agreement and (C) any amendment of the certificate of incorporation or bylaws of Parent this Agreement, as applicable. No Supporting Shareholder shall take or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impedeomit to take, or frustrate, or prevent or nullify, any provision of the Transaction Agreement or the Transactions or change in any manner the voting rights of any class of the capital stock of Parent. (b) Stockholder shall not commit or agree to take or omit to take any action inconsistent with any provision of Section 3.01(a)the foregoing that would be effective prior to the Expiration Time.

Agreement to Vote. Unless this Agreement has been terminated in accordance with Section 3, the Stockholder, 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 Covered Shares to, validly execute and deliver to the Company, as promptly as practicable, and in any event within ten (a10) Stockholder Business Days after the Registration Statement is declared effective by the SEC), the written consent in the form attached hereto as Exhibit A in respect of all of the Covered Shares. In addition, prior to the Termination Date (as defined herein), the Stockholder, in its capacity as a stockholder of the Company, irrevocably and unconditionally agrees that: (i) , at any other meeting of the stockholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called to seek and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of the Parent Company, the Stockholder Approval or in shall, and shall cause any other circumstances upon which a vote, consent or other approval holder of Stockholder with respect to the Transaction Agreement or record of any of the Transactions Covered Shares to: (a) when such meeting is soughtheld, Stockholder shall voteappear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Subject Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder or other record holder of the Covered Shares) in favor of granting the Parent Stockholder Approval Merger and the other transactions contemplated by the Merger Agreement and the adoption of the Merger Agreement and any other actions matters necessary or reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the Company for consummation of the Merger and the issuance other transactions contemplated by the Merger Agreement; 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 Parent Common Stock in the Merger, (B) Covered Shares against any action, agreement or proposal involving Parent or Company Acquisition Proposal and any Parent Subsidiary other action 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 Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent or Merger Sub the Company under the Transaction Merger Agreement and (C) or result in a breach of any amendment covenant, representation or warranty or other obligation or agreement of the certificate Stockholder contained in this Agreement. The obligations of incorporation the Stockholder specified in this Section 1 shall apply whether or bylaws of Parent not the Merger or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of action described above is recommended by the Transaction Agreement Company Board or the Transactions Company Board has withdrawn or change in any manner modified the voting rights of any class of the capital stock of ParentCompany Board Recommendation. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. Subject to the earlier termination of this Agreement in accordance with Section 3 and the last paragraph of this Section 1, the Stockholder, solely in his, her or its capacity as a stockholder of the Company, irrevocably and unconditionally agrees to validly execute and deliver to the Company in respect of all of the Stockholder’s Covered Shares, as promptly as practicable after the Registration Statement becomes effective (aand in any event within two (2) Business Days after receiving notice from Acquiror or the Company of such fact), the written consent that will be solicited by the Company from the Stockholder pursuant to the Merger Agreement to obtain the Company Stockholder Approval. In addition, subject to the last paragraph of this Section 1, prior to the Termination Date (as defined herein), the Stockholder, in his, her or its capacity as a stockholder of the Company, irrevocably and unconditionally agrees that: (i) , at any other meeting of the stockholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called to seek and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of the Parent Company, the Stockholder Approval or in shall, and shall cause any other circumstances upon which a vote, consent or other approval holder of Stockholder with respect to the Transaction Agreement or record of any of the Transactions Stockholder’s Covered Shares to: (a) when such meeting is soughtheld, Stockholder shall voteappear at such meeting or otherwise cause the Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Subject Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of granting (i) the Parent Stockholder Approval Merger and the adoption of the Merger Agreement, the Company Recapitalization and any other actions matters necessary or reasonably requested by Weyerhaeuser the Company or Acquiror relating thereto and presented (ii) any proposal to the adjourn such meeting at which there is a proposal for stockholders of Parent that the Company to adopt the Merger Agreement to a later date if there are necessary and desirable not sufficient votes to adopt the Merger Agreement or if there are not sufficient Company Shares present in connection with the Parent Stockholder Approval and the Transactions, including the matters referred person or represented by proxy at such meeting to in Section 6.05(c) of the Transaction Agreementconstitute a quorum; and (iic) at any meeting of the stockholders of Parent vote (or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall voteexecute and return an action by written consent), or cause to be votedvoted at such meeting, including by executing a written or validly execute and return and cause such consent if requested by Weyerhaeuserto be granted with respect to, all of the Subject Stockholder’s Covered Shares against (A) any Parent Acquisition Proposal or any other actiontransaction relating thereto, agreement or proposal made in opposition refrain from giving consent to or in competition with the consummation of the Merger and the issuance of Parent Common Stock in the Merger, (B) any action, agreement or proposal involving Parent Acquisition Proposal or any Parent Subsidiary transaction relating thereto and any other action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Company Recapitalization, the Merger or any of the other transactions contemplated by the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent or Merger Sub the Company under the Transaction Merger Agreement and (C) or result in a breach of any amendment covenant, representation or warranty or other obligation or agreement of the certificate Stockholder contained in this Agreement. The obligations of incorporation the Stockholder specified in this Section 1 shall apply whether or bylaws of Parent not the Merger or any other actionaction described above is recommended by the Company Board or the Company Board has previously recommended the Merger but changed such recommendation. Notwithstanding anything to the contrary provided elsewhere herein, agreement the Stockholder shall not be required to vote in favor of (including by providing a written consent) or proposal involving Parent otherwise approve or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of consent to the Transaction Merger Agreement or the Transactions Company Recapitalization unless in the Company Recapitalization: (a) each Company Preferred Share outstanding immediately prior to the Company Recapitalization will be converted into, exchanged for or change in any manner otherwise replaced with a number of Company Class A Shares equal to the voting rights number of any class of Company Common Shares into which such Company Preferred Share would have been convertible immediately prior to the capital stock of Parent. Company Recapitalization, (b) Stockholder the aggregate number of Company Common Shares outstanding immediately prior to the Company Recapitalization shall be equal to the aggregate number of Company Class A Shares and Company Class B Shares, collectively, issued in respect of such Company Common Shares (or that such Company Common Shares were converted into, exchanged for or otherwise replaced with) in connection with the Company Recapitalization, (c) no other Equity Securities of the Company outstanding immediately prior to the Company Recapitalization shall be converted into, exchanged for or otherwise replaced with Company Class A Shares or Company Class B Shares, (d) the holders of Company Shares immediately prior to the Company Recapitalization will be the only holders of Company Shares immediately following the Company Recapitalization and (e) the Company Recapitalization will not commit alter, or agree to take any action inconsistent with any provision have the effect of Section 3.01(a)altering, the terms or conditions of the Per Share Merger Consideration.

Agreement to Vote. (a) Stockholder agrees that:Pursuant to Section 2 of that Insider Letter, by and among Xxxxxxxxxx and the Priveterra Insiders, the Sponsor hereby consents to the entry by Priveterra into the Business Combination Agreement and each other Ancillary Document to which Priveterra is or will be a party. (ib) For so long as this Agreement is in effect, the Sponsor hereby agrees to vote at any meeting of the stockholders of Parent called to seek the Parent Stockholder Approval or Xxxxxxxxxx, and in any other circumstances upon which a vote, consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder shall vote, or cause to be voted, the Subject Shares in favor of granting the Parent Stockholder Approval and any other actions reasonably requested action by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting written resolution of the stockholders of Parent or in Priveterra, all of the Sponsor’s shares of Class B Common Stock and the Private Placement Warrants (together with any other circumstances upon which a voteEquity Securities of Priveterra that the Sponsor holds of record or beneficially, consent or other approval as of Stockholder is sought, Stockholder shall votethe date of this Agreement, or cause to be votedof which the Sponsor acquires record or beneficial ownership after the date hereof, collectively, the “Subject Priveterra Equity Securities”) in favor of the Required Transaction Proposals, and against any proposal that conflicts or materially impedes or interferes with any Required Transaction Proposals, including by executing a written consent if requested by Weyerhaeuserany Priveterra Acquisition Proposal, the Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement that would adversely affect or proposal made in opposition to or in competition with delay the consummation of the Merger transactions contemplated by the Business Combination Agreement. The Sponsor shall validly execute and deliver to Priveterra, on (or effective as of) the issuance of Parent Common Stock fifth (5th) Business Day following the date that the Proxy Statement/Prospectus is disseminated by Priveterra to Priveterra’s stockholders (following the date that the Registration Statement/Proxy Statement becomes effective), a properly completed voting proxy in the Mergerform distributed by or on behalf of Priveterra in favor of the Required Transaction Proposals. In the event of any equity dividend or distribution, (B) any action, agreement or proposal involving Parent or any Parent Subsidiary that would reasonably be expected to result change in a breach the equity interests of Priveterra by reason of any covenantequity dividend or distribution, representation equity split, recapitalization, combination, conversion, exchange of equity interests or warranty of Parent the like prior to the Closing, the term “Subject Priveterra Equity Securities” shall be deemed to refer to and include the Subject Priveterra Equity Securities as well as all such equity dividends and distributions and any securities into which or Merger Sub under the Transaction Agreement and (C) for which any amendment or all of the certificate of incorporation Subject Priveterra Equity Securities may be changed or bylaws of Parent exchanged or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of the Transaction Agreement or the Transactions or change which are received in any manner the voting rights of any class of the capital stock of Parentsuch transaction. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. a. From the date hereof until the earlier of the Termination Date (aas defined below) Stockholder or the Closing, Shareholder irrevocably and unconditionally agrees that: (i) that it will at any meeting of the stockholders shareholders of Parent called to seek the Parent Stockholder Approval Company (whether annual, special or otherwise and whether or not an adjourned or postponed meeting), however called, or in connection with any other circumstances upon which a vote, written consent or other approval of Stockholder with respect to the Transaction Agreement or any shareholders of the Transactions Company, however proposed: (A) when a meeting is soughtheld, Stockholder shall voteappear at such meeting or otherwise cause the Covered Shares that are owned by Shareholder as of the date of such meeting to be counted as present thereat for the purpose of establishing a quorum, and when a written consent is proposed, respond to each request by the Company for written consent and (B) so long as Shareholder is not prohibited by applicable Law, vote or consent, or cause to be votedvoted at such meeting or cause such consent to be granted with respect to, all Covered Shares that are owned by Shareholder as of the Subject Shares date of such meeting or consent in favor of granting the Parent Stockholder adoption and approval of (x) the Merger Agreement, the Statutory Merger Agreement (each as they may be amended from time to time in accordance with their terms) and the Merger, including with respect to the Company Shareholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c(y) each of the Transaction Agreementother Transactions and documents relating thereto of which approval of the Company’s shareholders is solicited; and (ii) at any meeting of the stockholders of Parent . so long as Shareholder is not prohibited by applicable Law, vote or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall voteconsent, or cause to be votedvoted at such meeting or cause such consent to be granted with respect to, including by executing a written consent if requested by Weyerhaeuser, the Subject all Covered Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance of Parent Common Stock in the Merger, (B) any action, agreement or proposal involving Parent or any Parent Subsidiary matter that would reasonably be expected to result in impede, interfere with, delay, postpone or adversely affect the consummation of the Merger or any of the other Transactions if the Company Board (acting at the recommendation of the Special Committee) or the Special Committee recommends a breach vote against such matter. b. Shareholder hereby gives any consents or waivers that are reasonably required for the consummation of the Merger or any of the other Transactions under the terms of any covenant, representation or warranty of Parent or Merger Sub under Contracts between the Transaction Agreement and (C) any amendment of the certificate of incorporation or bylaws of Parent Company or any of its Affiliates, on the one hand, and Shareholder or any of its Subsidiaries, on the other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impedehand, or frustrate, or prevent or nullify, pursuant to any provision of the Transaction Agreement or the Transactions or change in any manner the voting rights of any class of the capital stock of ParentShareholder may have under such Contracts. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. (a) Stockholder Each Rollover Investor agrees that: that at the Company Stockholders’ Meeting or at any other meeting of the holders of Common Stock called to consider the adoption of the Merger Agreement and the Merger, and at every adjournment or postpone thereof, and on every action or approval by written consent of the stockholders of the Company with respect to the adoption of the Merger Agreement and Merger, (i) when such meeting of the holders of Common Stock is held, such Rollover Investor shall appear at such meeting or otherwise cause the Rollover Shares set forth opposite such Rollover Investor’s name on Schedule I hereto to be counted as present thereat for the purpose of establishing a quorum and (ii) such Rollover Investor shall vote or cause to be voted (to the extent of its power to do so) at such meeting such Rollover Shares in favor of adopting the Merger Agreement and the transactions contemplated thereby, including the Merger; provided, however, that at any meeting of the stockholders of Parent called to seek the Parent Stockholder Approval Company (whether annual or special), however called, or at any adjournment or postponement thereof, or in any other circumstances (including an action by written consent) upon which a vote, consent vote or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder such Rollover Investor shall vote, vote (or cause to be voted), in person or by proxy (to the Subject extent of its power to do so), all of the Rollover Shares in favor of granting the Parent Stockholder Approval and attributable to such Rollover Investor set forth on Schedule I hereto against any other actions proposal, action or transaction involving the Company or any of the Company Subsidiaries, which other proposal, action or transaction would reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred be expected to in Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares against manner (A) impede, frustrate, prevent or nullify the Merger or the Merger Agreement, (B) result in any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition of the conditions to or in competition with the consummation of the Merger and under the issuance of Parent Common Stock in the Merger, Merger Agreement not being fulfilled or (BC) any action, agreement or proposal involving Parent or any Parent Subsidiary that would reasonably be expected to result in a breach of any covenant, representation or warranty of Parent or Merger Sub under the Transaction Agreement and (C) any amendment of the certificate of incorporation or bylaws of Parent or any other action, obligation or agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of the Transaction Agreement or Company under the Transactions or change in any manner the voting rights of any class of the capital stock of ParentMerger Agreement. (b) Stockholder Each Rollover Investor hereby covenants and agrees that it shall not enter into any agreement or undertaking, and shall not commit or agree to take any action inconsistent that would restrict or interfere with any provision of Section 3.01(a)such Rollover Investor’s obligations pursuant to this Agreement.

Agreement to Vote. (a) Stockholder Each Shareholder agrees that: that at the Company Shareholders’ Meeting or at any other meeting of the shareholders of the Company called to consider approving and adopting the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, and at every adjournment or postponement thereof, and on every action or approval by written consent of the shareholders of the Company proposed by the Company with respect to thereto: (i) such Shareholder shall appear at any such meeting or otherwise cause the Subject Shares that such Shareholder is entitled to vote to be counted as present thereat for the purpose of the stockholders of Parent called to seek the Parent Stockholder Approval or in any other circumstances upon which establishing a votequorum, consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder (ii) such Shareholder shall vote, vote or cause to be voted, voted the Subject Shares that such Shareholder is entitled to vote, and when a written consent is proposed, respond to each request by the Company for written consent and consent, in favor of granting approving and adopting the Parent Stockholder Approval Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and any other actions matters necessary or reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the Company for consummation of the Merger and the issuance of Parent Common Stock in other transactions contemplated by the MergerMerger Agreement, (Biii) to the extent reasonably requested by Company, such Shareholder shall vote or cause to be voted the Subject Shares that such Shareholder is entitled to vote, and when a written consent is proposed, respond to each request by the Company for written consent and consent, any actionSubject Shares in favor of any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes to approve and adopt the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, and (iv) to the extent reasonably requested by Company, such Shareholder shall vote or cause to be voted the Subject Shares that such Shareholder is entitled to vote, and when a written consent is proposed, respond to each request by the Company for written consent and consent, any Subject Shares against any other action or agreement or proposal involving Parent or any Parent Subsidiary 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 to Parent or Merger Sub under the Transaction Merger Agreement, (B) result in any of the conditions to the consummation of the Merger under the Merger Agreement and not being fulfilled or (C) impede, frustrate, interfere with, delay, postpone or adversely affect the Merger and the other transactions contemplated by the Merger Agreement. For the avoidance of doubt, each Shareholder shall retain at all times the right to vote any amendment Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters other than those explicitly set forth in this Section 6.01 that are at any time or from time to time presented for consideration to the shareholders of the certificate of incorporation or bylaws of Parent or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of the Transaction Agreement or the Transactions or change in any manner the voting rights of any class of the capital stock of ParentCompany. (b) Stockholder Each Shareholder hereby covenants and agrees that it shall not enter into any agreement or undertaking, and shall not commit or agree to take any action inconsistent that would restrict or interfere with such Shareholder’s obligations pursuant to this Agreement. (c) Nothing contained in this Agreement shall be deemed to vest in Parent any provision direct or indirect ownership or incidence of ownership of any Subject Shares. All rights, ownership and economic benefits of and relating to the Subject Shares shall remain vested in and belong to the Shareholders. (d) Each Shareholder shall enforce and not permit to be terminated, amended, modified or waived Section 3.01(a)6 of that certain Restated Stockholders’ Agreement Regarding Management and Transfer of Shares of Class B Common Stock of FBL Financial Group, Inc. dated February 14, 2013 to the extent applicable to the Merger and the transactions contemplated by the Merger Agreement.

Agreement to Vote. Subject to the earlier termination of this Agreement in accordance with Section 3 and to the last paragraph of this Section 1, prior to the Termination Date (a) Stockholder as defined herein), the Stockholder, in its capacity as a stockholder of IAC, irrevocably and unconditionally agrees that: (i) , at the IAC Stockholders’ Meeting or any other meeting of the stockholders of Parent IAC (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), the Stockholder shall: (a) if and when such meeting is held, appear at such meeting or otherwise cause the Stockholder’s Covered Shares to seek be counted as present thereat for the Parent Stockholder Approval or in any other circumstances upon which purpose of establishing a vote, consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder shall quorum; (b) vote, or cause to be votedvoted at such meeting (or validly execute and return an action by written consent or an action to cause such consent to be granted with respect to), all of the Subject Stockholder’s Covered Shares owned as of the record date for such meeting in favor of granting each of the Parent Stockholder Approval IAC Proposals and any other actions matters necessary or reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the IAC for consummation of the Merger and the issuance other Transactions, including any actions necessary to effectuate the matters contemplated by the IAC Proposals; and (c) vote or cause to be voted at such meeting (or validly execute and return an action by written consent or an action to cause such consent to be granted with respect to), all of Parent Common Stock in the Merger, Stockholder’s Covered Shares against any IAC Acquisition Proposal and any other action or business before such meeting that (Bi) any action, agreement or proposal involving Parent or any Parent Subsidiary that 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 Parent or Merger Sub IAC under the Transaction Agreement and Business Combination Agreement, (Cii) would result in the failure of any amendment condition set forth in Section 8.01 or Section 8.03 of the certificate Business Combination Agreement to be satisfied or result in a material breach of incorporation any covenant, representation or bylaws warranty or other obligation or agreement of Parent the Stockholder contained in this Agreement or (iii) would reasonably be expected to result in a breach of Section 7.02 of the Business Combination Agreement. The obligations of the Stockholder specified in this Section 1 shall apply whether or not the Merger or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of action described above is recommended by the Transaction Agreement or the Transactions or change in any manner the voting rights of any class of the capital stock of ParentIAC Board. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. (a) Stockholder From the date of this Agreement until the Termination Date, each Holder irrevocably and unconditionally agrees that: (i) , at any meeting of the stockholders of Parent called to seek the Parent Stockholder Approval (whether annual or in any other circumstances upon which a votespecial and whether or not an adjourned or postponed meeting, consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder shall votehowever called), or cause to be voted, the Subject Shares in favor of granting the Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting written consent of the stockholders of Parent or unitholders of Opco LP, such Holder shall: (a) appear at such meeting or otherwise cause the applicable Securities to be counted as present thereat for purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or caused to be voted at such meeting in person or by proxy (or validly execute and return and cause such consent to be granted with respect to), all of such Xxxxxx’s applicable Securities owned as of the record date for such meeting (or the date that any written consent is executed by such Xxxxxx) in favor of (i) adoption of the Merger Agreement; (ii) the Parent Merger and the other Transactions; (iii) any amendment and/or restatement of the Organizational Documents of Parent or any of its Subsidiaries necessary to effect the consummation of the Transactions; and (iv) any other circumstances upon proposals agreed to by Parent and the Company which a vote, consent are necessary and appropriate in connection with the Transactions or other approval to effectuate the intent of Stockholder is sought, Stockholder shall votethe foregoing clauses (i) through (iii); and (c) vote (or execute and return an action by written consent), or cause caused to be votedvoted at such meeting in person or by proxy (or validly execute and return and cause such consent to be granted with respect to), including by executing a written consent if requested by Weyerhaeuser, the Subject Shares all of such Holder’s applicable Securities against (Ai) any agreement, transaction or proposal that relates to a Parent Acquisition Competing Proposal or any other actiontransaction, proposal, agreement or proposal action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the consummation of Mergers or matters contemplated by the Merger and the issuance of Parent Common Stock in the Merger, Agreement; (Bii) any action, action or agreement or proposal involving Parent or any Parent Subsidiary that would reasonably be expected to result in a breach of any covenant, representation or warranty of Parent or Merger Sub under the Transaction Agreement and (C) any amendment of the certificate of incorporation other obligation or bylaws agreement of Parent or any other action, of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (iii) any action or agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, reasonably be expected to result in (x) any provision condition to the consummation of the Transaction Mergers set forth in Article VII of the Merger Agreement not being fulfilled or the Transactions or (y) any change in any manner to the voting rights of any class of the shares of capital stock of Parent (including any amendments to Parent. ’s Organizational Documents); and (biv) Stockholder any other action that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the transactions contemplated by the Merger Agreement, including the Mergers, or this Agreement. Any attempt by such Holder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of), the Securities in contravention of this Section 3.1 shall be null and void ab initio. If such Holder is the Beneficial Owner, but not the holder of record, of any Securities, such Xxxxxx agrees to take all actions reasonably necessary to cause the holder of record and any nominees to vote (or exercise a consent with respect to) all of such Securities in accordance with this Section 3.1. Notwithstanding anything herein to the contrary in this Agreement, this Section 3.1 shall not commit require any Holder to be present (in person or agree by proxy) or vote (or cause to take be voted), any action inconsistent with of the Securities to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount, changes the form of the Merger Consideration payable, extends the End Date or otherwise adversely affects such Holder of the Company (in its capacity as such) in any material respect. Notwithstanding anything to the contrary in this Agreement, but subject to Section 3.01(a)3.2, each Holder shall remain free to vote (or execute consents or proxies with respect to) the Securities with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(c) in any manner such Holder deems appropriate, including in connection with the election of directors of the Company. The obligations of each Holder specified in this Section 3.1 shall apply whether or not the Mergers or any action described above is recommended by the Parent Board.

Agreement to Vote. From and after the date hereof until the Termination Date, each Stockholder, solely in his, her or its capacity as a stockholder or proxy holder of the Company (aas applicable), irrevocably and unconditionally agrees to validly execute and deliver to the Company in respect of all of such Stockholder’s Covered Shares, as soon as reasonably practicable after such time as the Registration Statement is declared effective under the Securities Act and delivered or otherwise made available to the stockholders of Acquiror and the Company, and in any event within forty-eight (48) Stockholder hours after the Registration Statement is declared effective and delivered or otherwise made available to the stockholders of Acquiror and the Company, a written consent in form reasonably acceptable to Acquiror in respect of all of such Stockholder’s Covered Shares approving the Merger Agreement and the Transactions. In addition, 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: (i) , at any meeting of the stockholders of Parent 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 written consent of stockholders of the Company, such Stockholder shall, and shall cause any other holder of record of any of such Stockholder’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause such Stockholder’s Covered Shares to seek be counted as present thereat for the Parent Stockholder Approval 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 such Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by such Stockholder) in favor of the Transactions and the adoption of the Merger 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 or other approval is required or requested under the Company’s Governing Documents or any of the agreements set forth on Section 5.06(b) of the Company Disclosure Letter (collectively, the “Investment Agreements”) or otherwise sought with respect to the Merger Agreement or the Transactions, vote, consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder shall vote, approve (or cause to be voted, the Subject consented or approved) all of such Stockholder’s Covered Shares held at such time in favor of granting the Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; andthereof; (iid) at any meeting of the stockholders of Parent vote (or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall voteexecute and return an action by written consent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), including by executing a written consent if requested by Weyerhaeuser, the Subject all of such Stockholder’s Covered Shares against (i) any Acquisition Transaction, or any proposal relating to an Acquisition Transaction (in each case, other than the Transactions); (ii) any merger agreement or merger (other than the Merger 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 that would (A) impede, delay, frustrate, prevent or nullify any Parent Acquisition Proposal provision of this Agreement, the Merger Agreement or any other action, agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance of Parent Common Stock in the Merger, (B) any action, agreement or proposal involving Parent or any Parent Subsidiary that would reasonably be expected to result in a breach in any respect of any covenant, representation representation, warranty or warranty any other obligation or agreement of Parent or Merger Sub the Company under the Transaction Merger Agreement and or (C) result in any amendment of the certificate of incorporation conditions set forth in Section 10.01 or bylaws of Parent or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision Section 10.02 of the Transaction Merger Agreement not being timely satisfied or fulfilled. The obligations of each Stockholder specified in this Section 1 shall apply whether or not the Transactions are recommended by the Board of Directors of the Company or the Transactions or change in any manner the voting rights Board of any class Directors of the capital stock of ParentCompany has previously recommended the Transactions but changed such recommendation. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. Subject to the earlier termination of this Agreement in accordance with Section 4, the Stockholder, 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, as promptly as reasonably practicable (aand in any event, within four (4) Stockholder Business Days) following the effective date of the Registration Statement, the written consent in the form attached hereto as Exhibit A in respect of all of the Stockholder’s Covered Shares. In addition, prior to the Termination Date (as defined herein), the Stockholder, in its capacity as a stockholder of the Company, irrevocably and unconditionally agrees that: (i) , at any other meeting of the stockholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called to seek and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of the Parent Company, the Stockholder Approval or in shall, and shall cause any other circumstances upon which a vote, consent or other approval holder of Stockholder with respect to the Transaction Agreement or record of any of the Transactions Stockholder’s Covered Shares to: (a) if and when such meeting is soughtheld, Stockholder shall voteappear at such meeting or otherwise cause the Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Subject Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of granting the Parent Stockholder Approval Mergers and the adoption of the Merger Agreement and any other actions matters necessary or reasonably requested by Weyerhaeuser and presented to the stockholders Company for consummation of Parent that are necessary and desirable in connection with the Parent Stockholder Approval Mergers and the Transactions, including other transactions contemplated by the matters referred to in Section 6.05(c) of the Transaction Merger Agreement; and (iic) at any meeting of the stockholders of Parent vote (or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall voteexecute and return an action by written consent), or cause to be votedvoted at such meeting, including by executing a written or validly execute and return and cause such consent if requested by Weyerhaeuserto be granted with respect to, all of the Subject Stockholder’s Covered Shares against (A) any Parent Acquisition Proposal or and any other action, agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance of Parent Common Stock in the Merger, (B) any action, agreement or proposal involving Parent or any Parent Subsidiary action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Mergers or any of the other transactions contemplated by the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent or Merger Sub the Company under the Transaction Merger Agreement and (C) that would result in the failure of any amendment condition set forth in Section 9.01, Section 9.02 or Section 9.03 of the certificate Merger Agreement to be satisfied or result in a breach of incorporation any covenant, representation or bylaws of Parent warranty or any other action, obligation or agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of the Transaction Stockholder contained in this Agreement. None of the Stockholder’s obligations set forth in this Agreement (including this Section 1) shall be limited, relieved or otherwise affected by the Transactions making, commencement, disclosure, announcement or change in any manner the voting rights submission of any class of the capital stock of ParentAcquisition Proposal, by any Company Intervening Event or by any Company Change in Recommendation. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. Subject to the earlier termination of this Agreement in accordance with Section 3, the Stockholder, in its capacity as a stockholder of the Company, irrevocably and unconditionally agrees that it shall validly execute and deliver to the Company, on (aor effective as of) Stockholder the second (2nd) 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 approving the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement in respect of all of the Covered Shares. In addition, prior to the Termination Date (as defined below), the Stockholder, in its capacity as a stockholder of the Company, irrevocably and unconditionally agrees that: (i) , at any other meeting of the stockholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called to seek the Parent Stockholder Approval and including any adjournment or postponement thereof) and in connection with any other circumstances upon which a vote, written consent or other approval of Stockholder with respect to the Transaction Agreement or any stockholders of the Transactions Company, the Stockholder shall: (a) when such meeting is soughtheld, Stockholder shall voteappear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Subject Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of granting the Parent Stockholder Approval Mergers and the adoption of the Merger Agreement and any other actions matters necessary or reasonably requested by Weyerhaeuser and presented to the stockholders Company for consummation of Parent that are necessary and desirable in connection with the Parent Stockholder Approval Mergers and the Transactions, including other transactions contemplated by the matters referred to in Section 6.05(c) of the Transaction Merger Agreement; and (iic) at any meeting of the stockholders of Parent vote (or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall voteexecute and return an action by written consent), or cause to be votedvoted at such meeting, including by executing a written or validly execute and return and cause such consent if requested by Weyerhaeuserto be granted with respect to, all of the Subject Covered Shares against (A) any Parent Acquisition Proposal or and any other action, agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance of Parent Common Stock in the Merger, (B) any action, agreement or proposal involving Parent or any Parent Subsidiary action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Mergers or any of the other transactions contemplated by the Merger Agreement or result in a material breach of any covenant, representation or warranty or other obligation or agreement of Parent or Merger Sub the Company under the Transaction Merger Agreement and (C) or result in a material breach of any amendment covenant, representation or warranty or other obligation or agreement of the certificate Stockholder contained in this Agreement. The obligations of incorporation the Stockholder specified in this Section 1 shall apply whether or bylaws of Parent not the Mergers or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of action described above are recommended by the Transaction Agreement or the Transactions or change in any manner the voting rights of any class of the capital stock of ParentCompany Board. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

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 of the Company, irrevocably and unconditionally agrees, and agrees to cause any other holder of record of any of the Shareholders’ Covered Shares, to validly execute and deliver to the Company in respect of all of the Shareholders’ Covered Shares in a timely manner the written consent that will be solicited by the Company from the Shareholders pursuant to the BCA to obtain the Company Shareholder Approval. In addition, prior to the Termination Date (as defined herein), each Shareholder, in his, her or its capacity as a shareholder of the Company, irrevocably and unconditionally agrees that, at any other meeting of the shareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of shareholders of the Company, each Shareholder shall, and shall cause any other holder of record of any of the Shareholders’ Covered Shares to: (a) Stockholder agrees that:when such meeting is held, appear at such meeting or otherwise cause such Shareholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (ib) at any meeting of the stockholders of Parent called to seek the Parent Stockholder Approval vote (or in any other circumstances upon which a vote, consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder shall voteexecute and return an action by written consent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of such Shareholder’s Covered Xxxxxx owned as of the Subject Shares record date for such meeting (or the date that any written consent is executed by such Shareholder) in favor of granting the Parent Stockholder Approval Merger and the adoption of the BCA and any other actions matters necessary or reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the Company for consummation of the Merger and the issuance other transactions contemplated by the BCA; 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 Parent Common Stock in the Merger, (B) such Shareholder’s Covered Shares against any action, agreement or proposal involving Parent or Company Acquisition Proposal and any Parent Subsidiary other action 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 BCA or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent or Merger Sub the Company under the Transaction Agreement and (C) BCA or result in a breach of any amendment covenant, representation or warranty or other obligation or agreement of such Shareholder contained in this Agreement. The obligations of the certificate of incorporation Shareholders specified in this Section 1 shall apply whether or bylaws of Parent not the Merger or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of action described above is recommended by the Transaction Agreement Company Board or the Transactions or change in any manner Company Board has previously recommended the voting rights of any class of the capital stock of ParentMerger but changed such recommendation. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

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 or beneficial owner of any of the Shareholder’s Covered Shares to, validly execute and deliver to the Company, on (or effective as of) the fifth (5th) day following the date that the notice of the Company Shareholders Meeting (the “Company Shareholder Meeting Notice”) is delivered by the Company, the voting proxy to be distributed 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, at any other meeting of the shareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of shareholders of the Company, the Shareholder shall, and shall cause any other holder of record or beneficial owner of any of the Shareholder’s Covered Shares to: (a) Stockholder agrees that:if and when such meeting is held, appear at such meeting or otherwise cause the Shareholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (ib) at any meeting of the stockholders of Parent called to seek the Parent Stockholder Approval execute and return an action by written consent (or in any other circumstances upon which a vote, in person or by proxy), or validly execute and return and cause such consent or other approval of Stockholder to be granted with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder shall vote, (or cause to be votedvoted at such meeting), all of the Subject Shareholder’s Covered Shares owned as of the date that any written consent is executed by the Shareholder (or the record date for such meeting) in favor of granting (i) the Parent Stockholder Approval Merger and the adoption of the Business Combination Agreement, (ii) the Company Shareholder Proposals and (iii) any other actions matters necessary or reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the Company for consummation of the Merger and the issuance other transactions contemplated by the Business Combination Agreement, excluding the vote with regard to the Earn Out Agreement, which shall be separate from all other votes and which shall not be a condition to the performance of Parent Common Stock in the Company’s obligations under the Business Combination Agreement or the closing of the Merger. (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 (B) or cause to be voted at such meeting), all of the Shareholder’s Covered Shares against any action, agreement or proposal involving Parent or Company Acquisition Proposal and any Parent Subsidiary other action that would reasonably be expected to 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 other obligation or agreement of Parent or Merger Sub the Company under the Transaction Business Combination Agreement and (C) that would result in the failure of any amendment condition set forth in Section 6.1, Section 6.2 or Section 6.3 of the certificate Business Combination Agreement to be satisfied or result in a breach of incorporation any covenant, representation or bylaws of Parent warranty or any other action, obligation or agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of the Transaction Agreement or the Transactions or change Shareholder contained in any manner the voting rights of any class of the capital stock of Parentthis Agreement. (bd) Stockholder The obligations of the Shareholder specified in this Section 1 shall apply whether or not the Merger or any action described above is recommended by the Company Board. (e) The Shareholder hereby irrevocably, to the fullest extent permitted by law, appoints the Company, or any designee of the Company, for so long as the provisions of this Section 1 remain in effect, as such Shareholder’s attorney-in-fact and proxy with full power of substitution, to vote and otherwise act (by written consent or otherwise) with respect to the Owned Shares, solely on the matters and in the manner specified in this Section 1. This proxy shall be valid for the duration of this Agreement. (f) THE PROXIES AND POWERS OF ATTORNEY GRANTED PURSUANT TO SECTION 1(e) ARE IRREVOCABLE AND COUPLED WITH AN INTEREST. The proxies and powers of attorney shall not commit be terminated by any act of the Shareholder or agree by operation of law, by lack of appropriate power or authority, or by the occurrence of any other event or events and shall be binding upon all successors, assigns, heirs, beneficiaries and legal representatives of the Shareholder. The Shareholder hereby revokes all other proxies and powers of attorney on the matters specified in this Section 1 with respect to take the Owned Shares that the Shareholder may have previously appointed or granted, and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by the Shareholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the death, bankruptcy or incapacity of the Shareholder and any action inconsistent with any provision obligation of Section 3.01(a)the Shareholder under this Agreement shall be binding upon the heirs, personal representatives, and successors of the Shareholder.

Agreement to Vote. Subject to the last paragraph of this Section 1, prior to the Termination Date (a) Stockholder as defined herein), the Stockholder, in its capacity as a stockholder of the Company, irrevocably and unconditionally agrees that: (i) , at the Company Meeting, at any other meeting of the stockholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called to seek and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of the Parent Company (the date of the taking of any such action being an applicable “Determination Date”), the Stockholder Approval or in shall, and shall cause any other circumstances upon which a vote, consent or other approval holder of Stockholder with respect to the Transaction Agreement or record of any of the Transactions Stockholder’s Covered Shares to: (a) when such meeting is soughtheld, Stockholder shall voteappear at such meeting or otherwise cause the Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Subject Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of granting adoption of the Parent Stockholder Approval Merger Agreement and the transactions contemplated thereby and any other actions matters necessary or reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the for consummation of the Merger and the issuance other transactions contemplated by the Merger Agreement; 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 Parent Common Stock in the Merger, (B) Stockholder’s Covered Shares against any action, agreement or proposal involving Parent or Company Acquisition Proposal and any Parent Subsidiary other action 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 Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent or Merger Sub the Company under the Transaction Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement. The obligations of the Stockholder specified in this Section 1 shall apply whether or not the Merger or any action described above is recommended by the Company Board or the Company Board has effected a Company Adverse Recommendation Change; provided, however, that in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement solely in respect of a Company Intervening Event, (i) the number of shares of Company Stock that shall be committed to vote in accordance with the preceding provisions of this Section 1 shall be modified to be only such number that is equal to 35.00% of the total number of outstanding shares of Company Stock (the “Lock-Up Covered Shares”), such that the Stockholder shall only be obligated to vote the Lock-Up Covered Shares in the manner set forth in this Section 1 and (Cii) any amendment the Stockholder shall vote (or cause to be voted) all of its remaining Covered Shares in excess of the certificate Lock-Up Covered Shares proportionally with the votes of incorporation or bylaws all other holders of Parent or Company Stock present at any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impedemeeting, or frustrateexecuting written consents in lieu of a meeting, or prevent or nullify, any provision of the Transaction Agreement or the Transactions or change in any manner the voting rights of any class of the capital stock of Parentpursuant to subsections (a) through (c) above. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. (a) Provided that Parent has not ----------------- breached or violated Section 4(b) hereof, each Stockholder hereby agrees that:to attend the Stockholders Meeting of the Company (or any other meeting of stockholders of the Company at which the matters contemplated by the Merger Agreement or this Agreement are to be presented to a vote of stockholders of the Company), in person or by proxy, and to vote (or cause to be voted) all Shares and any other voting securities of the Company (including any such securities acquired hereafter but excluding any Shares or other securities the Stockholder has the right to acquire but has not acquired) that such Stockholder directly or indirectly owns or has the right to vote or direct the voting (collectively, the "Covered Shares"), for approval and adoption of the Merger Agreement, the Merger and any related action reasonably required in furtherance thereof, such agreement to vote to apply also to any adjournment or adjournments or postponement or postponements of the Stockholders Meeting of the Company (or any such other meeting). Each Stockholder hereby further agrees that until the Termination Date (as defined below), he or she shall, from time to time, in connection with any consent solicitation relating to the Merger Agreement, timely execute and deliver (or cause to be timely executed and delivered) a written consent with respect to any Covered Shares in favor of the approval and adoption of the Merger Agreement, the Merger and any action required in furtherance thereof. (ib) From and after the date hereof until the Termination Date, each Stockholder hereby agrees to vote (or cause to be voted) any Covered Shares against any Takeover Proposal and any related action reasonably required in furtherance thereof, at any meeting of stockholders of the Company (including any adjournments or postponements thereof) called to consider and vote on any Takeover Proposal. Each Stockholder further agrees that, until the Termination Date, in connection with any consent solicitation relating to a Takeover Proposal, such Stockholder will timely execute and deliver (or cause to be timely executed and delivered) a written consent with respect to any Covered Shares against any Takeover Proposal as contemplated by the immediately preceding sentence. For purposes hereof, the term "Termination Date" shall mean the first to occur of (a) the 9 month anniversary of the date of termination of the Merger Agreement, (b) the date of consummation of the Merger and (c) the date of any breach or violation of Section 4(b) by Parent; provided, however, -------- ------- that in the event that the Merger Agreement is terminated after the Parent Charter Amendment and the issuance of Parent Shares in the Merger has been submitted to the vote of the stockholders of Parent called to seek at the Parent Stockholder Approval Stockholders Meeting and not approved and adopted by the requisite holders of Parent Common Shares at such meeting, or in any other circumstances upon which if the Merger Agreement is terminated as a vote, consent or other approval of Stockholder with respect to the Transaction Agreement or any result of the Transactions is sought, Stockholder shall vote, or cause to be voted, the Subject Shares in favor of granting the Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the consummation failure of the Merger and the issuance of Parent Common Stock in the Merger, (B) any action, agreement or proposal involving Parent or any Parent Subsidiary that would reasonably to be expected to result in a breach of any covenant, representation or warranty of Parent or Merger Sub under the Transaction Agreement and (C) any amendment consummated because of the certificate of incorporation or bylaws of Parent or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision failure of the Transaction Agreement or the Transactions or change condition in any manner the voting rights of any class of the capital stock of Parent. Section 8.1 (b) Stockholder or Section 8.2(e) to be satisfied, the Termination Date shall not commit or agree to take any action inconsistent with any provision be the date of Section 3.01(a)termination of the Merger Agreement.

Agreement to Vote. Subject to the earlier termination of this Agreement in accordance with Section 3 and the last paragraph of this Section 1, the Stockholder, in its capacity as a stockholder of the Company, irrevocably and unconditionally agrees that it shall validly execute and deliver to the Company, on (aor effective as of) Stockholder the third (3rd) Business Day following the date that the Registration Statement is declared effective by the SEC, the written consent in the form attached hereto as Exhibit A approving the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement in respect of all of the Covered Shares. In addition, subject to the last paragraph of this Section 1, prior to the Termination Date (as defined below), the Stockholder, in its capacity as a stockholder of the Company, irrevocably and unconditionally agrees that: (i) , at any other meeting of the stockholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called to seek the Parent Stockholder Approval and including any adjournment or postponement thereof) and in connection with any other circumstances upon which a vote, written consent or other approval of Stockholder with respect to the Transaction Agreement or any stockholders of the Transactions Company, the Stockholder shall: (a) when such meeting is soughtheld, Stockholder shall voteappear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Subject Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of granting the Parent Stockholder Approval Mergers and the adoption of the Merger Agreement and any other actions matters necessary or reasonably requested by Weyerhaeuser and presented to the stockholders Company for consummation of Parent that are necessary and desirable in connection with the Parent Stockholder Approval Mergers and the Transactions, including other transactions contemplated by the matters referred to in Section 6.05(c) of the Transaction Merger Agreement; and (iic) at any meeting of the stockholders of Parent vote (or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall voteexecute and return an action by written consent), or cause to be votedvoted at such meeting, including by executing a written or validly execute and return and cause such consent if requested by Weyerhaeuserto be granted with respect to, all of the Subject Covered Shares against (A) any Parent Acquisition Proposal or and any other action, agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance of Parent Common Stock in the Merger, (B) any action, agreement or proposal involving Parent or any Parent Subsidiary action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Mergers or any of the other transactions contemplated by the Merger Agreement or result in a material breach of any covenant, representation or warranty or other obligation or agreement of Parent or Merger Sub the Company under the Transaction Merger Agreement or result in a material breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement. The obligations of the Stockholder specified in this Section 1 shall apply whether or not the Mergers or any action described above are recommended by the Company Board or the Company Board has effected a Company Change in Recommendation; provided, however, that in the event the Company Board effects a Company Change in Recommendation in compliance with Section 7.07(c) and 7.07(d) of the Merger Agreement: (i) the number of shares of Company Stock that the Stockholder shall be committed to vote (or execute a written consent in respect to) in accordance with the preceding provisions of this Section 1 shall be modified to be only such number that, when aggregated with the number of shares of Company Stock that other stockholders of the Company are obligated to vote (or execute a written consent in respect to) pursuant to support agreements entered into as of the date hereof, shall not exceed 35.00% of the total number of outstanding shares each of: (A) the Company Stock, being considered as its own class; (B) the Company Common Stock, being considered as its own class; (C) any amendment the Company Preferred Stock, being considered as its own Class; and (D) the Company Founders Preferred Shares, being considered as its own class (collectively, the “Lock-Up Covered Shares”), such that the Stockholder shall only be obligated to execute a written consent with respect to, or otherwise vote, its pro rata portion of the certificate Lock-Up Covered Shares in the manner set forth in this Section 1 and (ii) the Stockholder shall be entitled (in its sole discretion) to vote any shares of incorporation or bylaws of Parent or any Company Stock that it is entitled to vote, other actionthan the Lock-Up Covered Shares, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of the Transaction Agreement or the Transactions or change in any manner the voting rights of any class of the capital stock of Parentmanner. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. (a) Stockholder agrees that: (i) Section 3.01 From the date of this Agreement until the Termination Date, at the Company Stockholders Meeting and any other meeting of the stockholders of Parent called the Company (and at every adjournment or postponement thereof) to seek the Parent Stockholder Approval vote on any matter contemplated by this Agreement, however called, or (if applicable) in connection with any other circumstances upon which a vote, written consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is soughtCompany’s stockholders, each Stockholder shall unconditionally and irrevocably agrees to vote, or cause to be voted, the Subject all such Stockholder’s Covered Shares held at that time: (a) in favor of granting the Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) adoption of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other Merger Agreement and approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance other transactions contemplated by the Merger Agreement; (b) in favor of Parent Common Stock the approval of any proposal to adjourn the meeting to a later date, if there is not a quorum or sufficient affirmative votes (in person or by proxy) to obtain the Merger, Company stockholder approval on the date on which such meeting is held; (Bc) against any action, action or agreement or proposal involving Parent or any Parent Subsidiary that would reasonably be expected to result in the conditions of the transactions contemplated by the Merger Agreement not being fulfilled or a breach of any a covenant, representation or warranty of Parent or Merger Sub under the Transaction Agreement and (C) any amendment of the certificate of incorporation or bylaws of Parent or any other material obligation or agreement of the Company contained in the Merger Agreement, including such actions set forth under Section 5.04 of the Merger Agreement; and (d) against any action, proposal, transaction or agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or reasonably be expected to prevent or nullify, any provision materially delay the consummation of the Transaction transactions contemplated by the Merger Agreement or the Transactions fulfillment of the Company’s, Parent’s or change in any manner Merger Sub’s conditions to Closing under the voting rights Merger Agreement. Section 3.02 From the date of this Agreement until the Termination Date, each Stockholder shall appear, or shall cause the applicable entity that is the record holder of any class of such Stockholder’s Covered Shares, as applicable (in person, by proxy or by any other means permitted by the Parent Bylaws) at each meeting of the capital stock stockholders of Parentthe Company, or adjournment or postponement thereof, to vote on any matter contemplated by this Agreement and shall cause all such Stockholder’s Covered Shares to be counted as present thereat for purposes of calculating a quorum and shall vote all such Stockholder’s Covered Shares in accordance with this Article III. Section 3.03 Nothing in this Agreement, including this Article III, limits or restricts any Stockholder, or any Affiliate or designee of any Stockholder who serves as a member of the Company Board in acting or voting in his or her capacity as a director of the Company and exercising his or her fiduciary duties and responsibilities, it being understood that this Agreement applies to each Stockholder solely in such Stockholder’s capacity as a stockholder of the Company and does not apply to such Stockholder’s or any such Affiliate or designee’s actions, judgments or decisions as a director of the Company, and such actions (bor failures to act) Stockholder shall not commit or agree be deemed to take any action inconsistent with any provision constitute a breach of Section 3.01(a)this Agreement.

Agreement to Vote. Subject to the earlier termination of this Agreement in accordance with Section 3, the Securityholder, in its capacity as an equityholder of the Company, irrevocably and unconditionally acknowledges and agrees that it has validly executed and delivered, and has caused any other holder of record of any of any of the Securityholder’s Covered Stock to validly execute and deliver, in each case to the Company, on the date first written above and automatically effective as of the first Business Day following the Effective Date, the written consent attached hereto as Exhibit A in respect of all of the Securityholder’s Covered Stock. In addition, prior to the Termination Date (a) Stockholder as defined herein), the Securityholder, in its capacity as an equityholder of the Company, irrevocably and unconditionally agrees that: (i) , at any meeting of the stockholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called to seek and including any adjournment or postponement thereof) and in connection with any written consent of the Parent Stockholder Approval or in stockholders of the Company, the Securityholder shall, and shall cause any other circumstances upon which a vote, consent or other approval holder of Stockholder with respect to the Transaction Agreement or record of any of the Transactions Securityholder’s Covered Stock to: (a) if and when such meeting is soughtheld, Stockholder shall voteappear at such meeting or otherwise cause the Securityholder’s Covered Stock to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Subject Shares Securityholder’s Covered Stock owned as of the record date for such meeting (or the date that any written consent is executed by the Securityholder) in favor of granting the Parent Stockholder Approval Merger and the adoption of the Merger Agreement and any other actions matters necessary or reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the Company for consummation of the Merger and the issuance other transactions contemplated by the Merger Agreement; 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 Parent Common the Securityholder’s Covered Stock in the Merger, against any equityholder proposal and any other action that (Bi) any action, agreement or proposal involving Parent or any Parent Subsidiary 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 Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent or Merger Sub the Company under the Transaction Merger Agreement and or (Cii) would result in the failure of any amendment condition set forth in Article IX of the certificate Merger Agreement to be satisfied or result in a breach of incorporation any covenant, representation or bylaws of Parent warranty or any other action, obligation or agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of the Transaction Agreement or the Transactions or change Securityholder contained in any manner the voting rights of any class of the capital stock of Parentthis Agreement. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. Prior to the Expiration Time (a) Stockholder as defined below), each Stockholder, in his, her or its capacity as a stockholder of Parent, irrevocably and unconditionally agrees that: (i) , at any meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting, however called to seek the Parent Stockholder Approval and including any adjournment or postponement of such meeting, or in any other circumstances upon circumstance in which a the vote, consent or other approval of the stockholders of Parent is sought, including for the avoidance of doubt, the Parent Stockholders Meeting (each, a “Stockholders Meeting”)), such Stockholder with respect to the Transaction Agreement or shall, and shall cause any other holder of record of any of the Transactions is soughtStockholder’s Covered Shares, Stockholder shall to: a. appear at each Stockholders Meeting or otherwise cause the Stockholder’s Covered Shares to be counted as present at such meeting for the purpose of establishing a quorum; b. vote, or cause to be voted, at each such Stockholders Meeting, in person or by proxy, or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of the Subject Stockholder’s Covered Shares owned as of the record date for such Stockholders Meeting in favor of granting the Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) Mergers, the adoption of the Transaction Merger Agreement and the Ancillary Agreements and any other matters necessary or reasonably requested by Parent for consummation of the Transactions, including the Mergers, and the other transactions and actions contemplated by the Merger Agreement and the Ancillary Agreements, including the adoption of the Parent Certificate of Incorporation and any certificate of designation, the Parent Bylaws and the 2022 Plan, and any proposal to adjourn or postpone the Parent Stockholders Meeting recommended by Parent to the extent permitted or required by Section 5.06 of the Merger Agreement; and (ii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, c. vote or cause to be votedvoted at each such Stockholders Meeting, including in person or by executing proxy, or execute and deliver a written consent if requested by Weyerhaeuser(or cause a written consent to be executed and delivered) covering, all of the Subject Stockholder’s Covered Shares against (A) any Takeover Proposal, Alternative Acquisition Agreement or merger, consolidation, business combination, reorganization, recapitalization, liquidation or sale or transfer of any material assets of Parent Acquisition Proposal or and any other action, agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance of Parent Common Stock in the Merger, action that (Bi) any action, agreement or proposal involving Parent or any Parent Subsidiary that would reasonably be expected to compete with, impede, interfere with, delay, postpone, impair, frustrate, discourage or adversely affect any of the Transactions, including the Mergers or any of the other transactions contemplated by the Merger Agreement, result in a breach of any covenant, representation or warranty of Parent or Merger Sub under the Transaction Agreement and (C) any amendment of the certificate of incorporation or bylaws of Parent or any other actionobligation or agreement of Parent under the Merger Agreement or inhibit the timely consummation of any other obligation or agreement in the Merger Agreement or this Agreement or (ii) would result in the failure of any condition set forth in Section 6.01, agreement Section 6.02 or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision Section 6.03 of the Transaction Merger Agreement to be satisfied or the Transactions or change result in any manner the voting rights a breach of any class covenant, representation or warranty or other obligation or agreement of the capital stock of ParentStockholder contained in this Agreement; provided, however, that nothing in this Agreement shall limit or restrict the Stockholder from voting on any matter other than those explicitly set forth in this Section 1(c), in such Stockholder’s sole discretion. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. (a) Stockholder agrees that: (i) From the date of this Agreement until the Termination Time, at the Parent Stockholders Meeting and any other meeting of the stockholders of Parent called to seek the Parent Stockholder Approval (and at every adjournment or in any other circumstances upon which a votepostponement thereof) to, consent or other approval of Stockholder with respect subject to the Transaction Agreement last sentence of this Section 3(a), vote on any matter contemplated by this Agreement, however called, or (if applicable) in connection with any written consent of the Transactions is soughtParent’s stockholders, each Stockholder shall unconditionally and irrevocably agrees to vote, or cause to be voted, the Subject all such Stockholder’s Covered Shares held at that time: (i) in favor of granting (A) the Parent Share Issuance, (B) the Parent Charter Amendment and (C) a proposal to increase the number of shares of Parent Common Stock reserved for issuance under the Parent 2011 Equity Incentive Plan by an amount determined by the Parent Board but not to exceed the amount of shares of Parent Common Stock set forth on Schedule B hereto; (ii) in favor of the approval of any proposal to adjourn the meeting to a later date, if there is not a quorum or sufficient affirmative votes (in person or by proxy) to obtain the Parent Stockholder Approval and on the date on which such meeting is held; (iii) against any other actions reasonably requested by Weyerhaeuser and presented to action or agreement that would cause the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) conditions of the Transaction AgreementContemplated Transactions to not be fulfilled; and (iiiv) against any action, proposal, transaction or agreement that would cause the non-fulfillment of the Company’s, Parent’s or Merger Sub’s conditions to Closing under the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, no Stockholder shall be required to vote any Covered Shares or take any other action in contravention of the Series B-2 Preferred Stock Certificate of Designations (including, without limitation, Section 13 thereof), and no failure to take any such action shall be deemed to constitute a breach of this Agreement.. (b) From the date of this Agreement until the Termination Time, each Stockholder shall appear, or shall cause the applicable entity that is the record holder of any of such Stockholder’s Covered Shares, as applicable (in person, by proxy or by any other means permitted by the Parent Bylaws) at any each meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall voteParent, or any adjournment or postponement thereof, to vote on any matter contemplated by this Agreement and shall cause all such Stockholder’s Covered Shares to be votedcounted as present thereat for purposes of calculating a quorum and shall vote all such Stockholder’s Covered Shares in accordance with this Section 3. (c) Nothing in this Agreement, including by executing a written consent if requested by Weyerhaeuserwithout limitation this Section 3 and Section 8, the Subject Shares against (A) limits or restricts any Parent Acquisition Proposal Stockholder, or any other action, agreement Affiliate or proposal made in opposition to or in competition with the consummation designee of any Stockholder who serves as a member of the Merger and the issuance Parent Board in acting or voting in his or her capacity as a director of Parent Common Stock and exercising his or her fiduciary duties and responsibilities, it being understood that this Agreement applies to each Stockholder solely in the Merger, (B) any action, agreement or proposal involving such Stockholder’s capacity as a stockholder of Parent and does not apply to such Stockholder’s or any Parent Subsidiary that would reasonably such Affiliate or designee’s actions, judgments or decisions as a director of Parent, and such actions (or failures to act) shall not be expected deemed to result in constitute a breach of any covenant, representation or warranty of Parent or Merger Sub under the Transaction Agreement and (C) any amendment of the certificate of incorporation or bylaws of Parent or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of the Transaction Agreement or the Transactions or change in any manner the voting rights of any class of the capital stock of Parentthis Agreement. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. (a) The Stockholder hereby agrees that: (i) that from and after the date hereof until the termination of this Agreement, at any duly called meeting of the stockholders of Parent called to seek the Parent Stockholder Approval or Clinical Data, and in any other circumstances upon which a vote, action by written consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder shall vote, or cause to be voted, the Subject Shares in favor of granting the Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; and (ii) at any meeting of the stockholders of Parent Clinical Data, the Stockholder shall, if a meeting is held, appear at the meeting and any adjournment or postponement thereof, in any other circumstances upon person or by proxy, or otherwise cause the Subject Common Shares over which the Stockholder has sole voting power (and use his best efforts to cause the Subject Common Shares over which the Stockholder has joint voting power) to be counted as present thereat for purposes of establishing a votequorum, consent or other approval of Stockholder is sought, and such Stockholder shall vote, vote or consent the Subject Common Shares over which the Stockholder has sole voting power (and cause to be voted, including by executing a written consent if requested by Weyerhaeuser, voted or consented the Subject Common Shares against over which the Stockholder has joint voting power), in person or by proxy, (Aa) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition favor of approving the issuance of shares of Clinical Data's Common Stock pursuant to or in competition with the consummation of the Merger and each of the other transactions and other matters specifically contemplated by the Merger Agreement, (b) in favor of any proposal to adjourn any such meeting if necessary to permit further solicitation of proxies in the event there are not sufficient votes at the time of such meeting to approve the issuance of Parent shares of Clinical Data's Common Stock in pursuant to the Merger, (Bc) against any action, action or agreement or proposal involving Parent or any Parent Subsidiary submitted for approval of the stockholders of Clinical Data that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent or Merger Sub Clinical Data under the Transaction Merger Agreement or of the Stockholder under this Agreement and (Cd) except as otherwise agreed in writing by the Company, against any amendment action, agreement, transaction or proposal submitted for approval of the certificate stockholders of incorporation or bylaws of Parent or any other action, agreement or proposal involving Parent or Parent Subsidiary Clinical Data that would materially reasonably be expected to result in any of the conditions to Clinical Data's obligations under the Merger Agreement not being fulfilled or that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay or frustrate, or prevent or nullify, any provision of adversely affect the Transaction Agreement or transactions contemplated by the Transactions or change Merger Agreement. Any vote by the Stockholder that is not in any manner the voting rights of any class of the capital stock of Parent. (b) accordance with this Section 1.1 shall be considered null and void. The Stockholder shall not commit enter into any agreement or agree understanding with any person or entity prior to take any action the termination of this Agreement to vote or give instructions in a manner inconsistent with any provision clauses (a), (b), (c) or (d) of this Section 3.01(a)1.1.

Agreement to Vote. (a) Stockholder Subject to the earlier termination of this Agreement in accordance with Section 20 the Sponsor, solely in its capacity as a stockholder of SPAC, irrevocably and unconditionally agrees that: (i) that at any meeting of the stockholders of Parent SPAC (whether annual or special and whether or not an adjourned or postponed meeting, however called to seek and including any adjournment or postponement thereof) and in connection with any written consent of the Parent Stockholder Approval or in stockholders of SPAC, the Sponsor shall, and shall cause any other circumstances upon which a vote, consent or other approval holder of Stockholder with respect to the Transaction Agreement or record of any of the Transactions Sponsor’s Covered Shares to: (a) when such meeting is soughtheld, Stockholder shall voteappear at such meeting or otherwise cause the Sponsor’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Subject Sponsor’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Sponsor) in favor of granting the Parent Stockholder Approval each Transaction Proposal and any other actions matters necessary or reasonably requested by Weyerhaeuser and presented to the stockholders Company for consummation of Parent that are necessary and desirable in connection with the Parent Stockholder Approval Mergers and the Transactionsother transactions contemplated by the Merger Agreement, including the matters referred to in Section 6.05(c) of the Transaction Agreementincluding, but not limited to, any SPAC Extension Proposal; and (iic) at any meeting of the stockholders of Parent vote (or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall voteexecute and return an action by written consent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), including by executing a written consent if requested by Weyerhaeuser, all of the Subject Sponsor’s Covered Shares against any SPAC Business Combination Proposal (Aas defined below) any Parent Acquisition Proposal or and any other action, agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance of Parent Common Stock in the Merger, (B) any action, agreement or proposal involving Parent or any Parent Subsidiary action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Mergers or any of the other transactions contemplated by the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent or Merger Sub SPAC under the Transaction Merger Agreement and (C) or result in a breach of any amendment covenant, representation or warranty or other obligation or agreement of the certificate Sponsor contained in this Agreement. The obligations of incorporation the Sponsor specified in this Section 1 shall apply whether or bylaws of Parent not the Mergers or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of action described above is recommended by the Transaction Agreement SPAC Board or the Transactions or change in any manner SPAC Board previously recommended the voting rights of any class of the capital stock of ParentMergers but changed such recommendation. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. Subject to the earlier termination of this Agreement in accordance with Section 22, the Sponsor, solely in its capacity as a shareholder of Acquiror, irrevocably and unconditionally agrees that, at the Extraordinary General Meeting, at any other meeting of the shareholders of the Acquiror (whether annual or extraordinary and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of the shareholders of the Acquiror, the Sponsor shall, and shall cause any other holder of record of any of the Covered Shares to: (a) Stockholder agrees that:when such meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (ib) at any meeting of the stockholders of Parent called to seek the Parent Stockholder Approval vote (or in any other circumstances upon which a vote, consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder shall voteexecute and return an action by written consent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Subject Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Sponsor) in favor of granting the Parent Stockholder Approval each Proposal and any other actions matters necessary or reasonably requested by Weyerhaeuser and presented to the stockholders Company for consummation of Parent that are necessary and desirable in connection with the Parent Stockholder Approval Amalgamation and the Transactions, including other transactions contemplated by the matters referred to in Section 6.05(c) of the Transaction AgreementBCA; and (iic) at any meeting of the stockholders of Parent vote (or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall voteexecute and return an action by written consent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), including by executing a written consent if requested by Weyerhaeuser, all of the Subject Covered Shares against any Acquiror Business Combination Proposal (Aas defined below) any Parent Acquisition Proposal or and any other action, agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance of Parent Common Stock in the Merger, (B) any action, agreement or proposal involving Parent or any Parent Subsidiary action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Amalgamation or any of the other transactions contemplated by the BCA or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent or Merger the Acquiror and/or Amalgamation Sub under the Transaction Agreement and (C) BCA or result in a breach of any amendment covenant, representation or warranty or other obligation or agreement of the certificate Sponsor contained in this Agreement. The obligations of incorporation the Sponsor specified in this Section 1 shall apply whether or bylaws not the Amalgamation, any of Parent the other transactions contemplated under the BCA or any other action, agreement action described above is recommended by the Acquiror Board or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullifythe Acquiror Board previously recommended the Amalgamation, any provision of the Transaction Agreement such transaction or the Transactions or change in any manner the voting rights of any class of the capital stock of Parentsuch action but changed such recommendation. (b) Stockholder shall not commit or agree to take any action inconsistent with any provision of Section 3.01(a).

Agreement to Vote. (a) Stockholder From and after the date hereof until the Expiration Time, each of the Supporting Shareholders irrevocably and unconditionally agrees that: (i) that at any meeting of the stockholders shareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of the shareholders of the Company, such Supporting Shareholder shall: (a) when such meeting is held, appear at such meeting or otherwise cause such Supporting Shareholder’s Covered Shares to be counted as present thereat for 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 such Supporting Shareholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by such Supporting Shareholder) in favor of the Merger and the adoption of the Merger Agreement and any other matters necessary or reasonably requested by Parent called to seek or the Parent Stockholder Approval or Company for consummation of the Merger and the other transactions contemplated by the Merger Agreement; (c) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents, or otherwise sought with respect to the Merger Agreement or the other transactions contemplated by the Merger Agreement, vote, consent or other approval of Stockholder with respect to the Transaction Agreement or any of the Transactions is sought, Stockholder shall vote, approve (or cause to be voted, the Subject consented or approved) all of such Supporting Shareholder’s Covered Shares held at such time in favor of granting the Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Transaction Agreement; andthereof; (iid) at any meeting of the stockholders of Parent vote (or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall voteexecute and return an action by written consent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), including by executing a written consent if requested by Weyerhaeuser, the Subject all of such Supporting Shareholder’s Covered Shares against (Ai) any Parent Acquisition Alternative Proposal or any other action, agreement or proposal made in opposition to or in competition with the consummation of the Merger and the issuance of Parent Common Stock in the Merger, (Bii) any action, agreement and all other proposals or proposal involving Parent or any Parent Subsidiary actions that would reasonably be expected to (x) impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement, or (y) result in any of the closing conditions of the Company or the Parent Parties under the Merger Agreement not being satisfied, or otherwise result in a breach of any covenantof the representations, representation warranties, covenants or warranty other obligations or agreements of the Company or the Parent or Merger Sub Parties under the Transaction Agreement and (C) any amendment of the certificate of incorporation Merger Agreement. No Supporting Shareholder shall take or bylaws of Parent or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impedeomit to take, or frustrate, or prevent or nullify, any provision of the Transaction Agreement or the Transactions or change in any manner the voting rights of any class of the capital stock of Parent. (b) Stockholder shall not commit or agree to take or omit to take any action inconsistent with any provision of Section 3.01(a)the foregoing that would be effective prior to the Expiration Time.