Common use of Agreement to Vote Clause in Contracts

Agreement to Vote. Prior to the Expiration Date, at every meeting of the stockholders of the Company called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, the Securityholder agrees to vote the Securities, and, to the full extent legally permitted, cause holders of record of the Securities to vote (and to provide evidence thereof within ten (10) days prior to the meeting): (i) in favor of approval of the Transaction, the Merger Agreement and the transactions contemplated thereby and any matter that could reasonably be expected to facilitate the Transaction; (ii) in favor of any alternative structure as may be agreed upon by SNS and the Company to effect the Transaction; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder than the terms of the Transaction set forth in the Merger Agreement (including, without limitation, with respect to the consideration to be received by the Securityholder); and (iii) against the consummation of any Superior Proposal or any action, proposal, agreement or transaction (other than the Transaction, the Merger Agreement or the transactions contemplated thereby) that in any such case would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, which could reasonably result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled or which would be inconsistent with the Transaction or any other transaction contemplated by the Merger Agreement. Prior to the Expiration Date, the Securityholder will not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with this Section 2. In addition, prior to the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS or any of its affiliates with respect to an Acquisition Proposal or a potential Acquisition Proposal. This Agreement is intended to bind the Securityholder as a stockholder of the Company only with respect to the specific matters set forth herein. Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict the Securityholder from voting in his, her or its sole discretion on any matter other than those matters referred to in this Agreement.

Agreement to Vote. Prior to From the Expiration Dateperiod commencing with the execution and delivery of this Agreement and continuing until the Termination Date (as defined herein), each Southcross Holdings Party irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shall, at every any meeting of the stockholders unitholders of the Company called SXE (whether annual or special and whether or not an adjourned or postponed meeting), however called, or in connection with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of unitholders of SXE to the stockholders fullest extent that the Voting Interests are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Company Merger Agreement or the Merger) (a) when a meeting is held, appear at such meeting or otherwise cause the Voting Interests to be counted as present thereat for the purpose of establishing a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any and (b) 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 any of the followingto), the Securityholder agrees to vote the Securities, and, to the full extent legally permitted, cause holders of record of the Securities to vote (and to provide evidence thereof within ten (10) days prior to the meeting): all Voting Interests (i) in favor of the Merger, the approval of the Transaction, the Merger Agreement and any other matters necessary for consummation of the Merger and the other transactions contemplated thereby in the Merger Agreement and (ii) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and any matter other Person (other than the Merger), (C) any other action that could reasonably be expected to facilitate impede, interfere with, delay, postpone or adversely affect the Transaction; (ii) in favor of Merger or any alternative structure as may be agreed upon by SNS and the Company to effect the Transaction; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder than the terms of the Transaction set forth in the Merger Agreement (including, without limitation, with respect to the consideration to be received transactions contemplated by the Securityholder); and (iii) against the consummation of any Superior Proposal or any action, proposal, agreement or transaction (other than the Transaction, the Merger Agreement or the transactions contemplated thereby) this Agreement or any transaction that in any such case would result results in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company SXE or any of its Subsidiaries under the Merger Agreement, which could reasonably result (D) any change in the present capitalization or dividend policy of SXE or any of the conditions amendment or other change to the Company's obligations under the Merger Agreement not being fulfilled or which would be inconsistent with the Transaction or SXE Charter Documents, except if approved by AMID, and (E) any other transaction contemplated by the Merger Agreement. Prior to the Expiration Date, the Securityholder will not enter into any agreement change in SXE’s corporate structure or understanding with any Person to vote or give instructions in any manner inconsistent with this Section 2. In addition, prior to the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS or any of its affiliates with respect to an Acquisition Proposal or a potential Acquisition Proposal. This Agreement is intended to bind the Securityholder as a stockholder of the Company only with respect to the specific matters set forth herein. Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict the Securityholder from voting in his, her or its sole discretion on any matter other than those matters referred to in this Agreementbusiness.

Agreement to Vote. Prior to the Expiration Date, at At every meeting of the stockholders shareholders of the Company called with respect to any of the following, and at every adjournment thereof, and on in every action or approval by written consent of the stockholders shareholders of the Company in lieu of such a meeting with respect to any of the following, Shareholder shall vote or cause to be voted the Securityholder agrees to vote the SecuritiesShares, and, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the full extent legally permitted, cause holders of record of the Securities to vote (and to provide evidence thereof within ten (10) days prior to the meeting): Shares (i) in favor of adoption and approval of (x) the TransactionPurchase Agreement, the Merger Transaction and the other matters contemplated by the Purchase Agreement, (y) any matter in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Agreement and this Agreement, and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated thereby by the Purchase Agreement or this Agreement, and (ii) against any matter (x) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any agreement (including the Company’s articles of association or other organizational documents), or any other action that is intended or could reasonably be expected to facilitate prevent, impede, interfere with, delay, postpone, or discourage the Transaction; (ii) in favor of Transaction and any alternative structure as may be agreed upon by SNS and the Company to effect the Transaction; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder than the terms of the Transaction set forth in the Merger Agreement (including, without limitation, with respect to the consideration to be received other transactions contemplated by the Securityholder); Purchase Agreement or this Agreement, and (iiiz) against the consummation of any Superior Proposal or any action, proposalagreement, agreement transaction or transaction (other than the Transaction, the Merger Agreement or the transactions contemplated thereby) proposal that in any such case would result in a material breach of any representation, warranty, covenant, representation agreement or warranty or any other obligation or agreement of the Company under Company, the Merger Purchased Companies or their Subsidiaries in the Purchase Agreement, which could reasonably result . Any such vote shall be cast (or consent shall be given) by Shareholder in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled or which would be inconsistent accordance with the Transaction procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or any other transaction contemplated by the Merger Agreement. Prior to the Expiration Date, the Securityholder will not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with this Section 2. In addition, prior to the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS or any of its affiliates with respect to an Acquisition Proposal or a potential Acquisition Proposal. This Agreement is intended to bind the Securityholder as a stockholder of the Company only with respect to the specific matters set forth herein. Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict the Securityholder from voting in his, her or its sole discretion on any matter other than those matters referred to in this Agreementconsent).

Agreement to Vote. Prior Each Company Stockholder, by this Agreement, with respect to its Securities, severally and not jointly, hereby agrees (and agrees to execute such documents and certificates evidencing such agreement as the Expiration DatePurchaser may reasonably request in connection therewith), if (and only if) the Approval Condition (as defined below) shall have been satisfied, to vote, at every any meeting of the stockholders members of the Company called with respect to any of the followingCompany, and at every adjournment thereof, and on every in any action or approval by written consent of the stockholders members of the Company, all of such Company with respect to any of the following, the Securityholder agrees to vote the Securities, and, to the full extent legally permitted, cause holders of record of the Stockholder’s Securities to vote (and to provide evidence thereof within ten (10) days prior to the meeting): (ia) in favor of the approval and adoption of the TransactionMerger Agreement, the transactions contemplated by the Merger Agreement and the transactions contemplated thereby and any matter that could reasonably be expected to facilitate the Transaction; this Agreement, (iib) in favor of any alternative structure as may be agreed other matter reasonably necessary to the consummation of the transactions contemplated by the Merger Agreement and considered and voted upon by SNS and the Company to effect the Transaction; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder than the terms stockholders of the Transaction set forth Company, (c) in favor of the approval and adoption of the Incentive Plan (as defined in the Merger Agreement (including, without limitation, with respect to the consideration to be received by the Securityholder); Agreement) and (iiid) against the consummation of any Superior Proposal or any action, proposal, agreement or transaction (other than the Transaction, the Merger Agreement or the transactions contemplated thereby) or proposal that in any such case would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or that would reasonably be expected to result in the failure of the transactions contemplated by the Merger Agreement from being consummated. Each Company Stockholder acknowledges receipt and review of a copy of the Merger Agreement. For purposes of this Agreement, which could reasonably result in any of “Approval Condition” shall mean that the conditions Merger Agreement shall not have been amended or modified to change the Company's obligations Merger Consideration payable under the Merger Agreement not being fulfilled or which would be inconsistent with to the Transaction or Company Stockholders. For the purpose of clarification, any other transaction contemplated by adjustment to the Merger Agreement. Prior Consideration pursuant to Section 1.15 of the Merger Agreement shall not constitute an amendment or modification to the Expiration Date, the Securityholder will not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with this Section 2. In addition, prior to the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS or any of its affiliates with respect to an Acquisition Proposal or a potential Acquisition Proposal. This Agreement is intended to bind the Securityholder as a stockholder Merger Consideration for purposes of the Company only with respect to the specific matters set forth herein. Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict the Securityholder from voting in his, her or its sole discretion on any matter other than those matters referred to in this Agreementimmediately preceding sentence.

Agreement to Vote. Prior to (a) Each Principal Company Stockholder, ----------------- severally and not jointly, hereby agrees that during the Expiration Datetime this Agreement is in effect, at every any meeting of the stockholders of the Company called with respect to any of the followingCompany, however called, and at every adjournment thereof, and on every in any action or approval by written consent of the stockholders of the Company with respect to any Company, such stockholder will vote (A) all of the followingShares set forth opposite such stockholder's name on Schedule I hereto and (B) any and all Shares acquired by ---------- such Stockholder on or after the date hereof, the Securityholder agrees to vote the Securities, and, subject to the full extent legally permittedtermination of this Agreement pursuant to Section 6.1 hereof, cause holders of record of the Securities to vote (and to provide evidence thereof within ten (10) days prior to the meeting): (i) in favor of approval of the TransactionMerger, the Merger Agreement (as it may be amended from time to time) and the transactions contemplated thereby by the Merger Agreement and any matter that could reasonably be expected to facilitate the Transaction; (ii) in favor of against any alternative structure Acquisition Proposal (as may be agreed upon by SNS and the Company to effect the Transaction; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder than the terms of the Transaction set forth defined in the Merger Agreement (including, without limitation, with respect to the consideration to be received by the Securityholder); and (iiiAgreement) against the consummation of any Superior Proposal or any action, proposal, other action or agreement or transaction (other than the Transaction, the Merger Agreement or the transactions contemplated thereby) that in any such case would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, Agreement or which could reasonably would result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled fulfilled. In order to effect the intentions of the parties hereunder, each Principal Company Stockholder hereby constitutes and appoints Xxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxx, either of whom may act without the joinder of the other, as his or which would be inconsistent with its true and lawful proxy and attorney-in-fact to vote any and all of the Transaction or any other transaction contemplated Shares owned by such stockholder at the Stockholders Meeting (as defined in the Merger Agreement). Prior to Each Principal Company Stockholder acknowledges that the Expiration Dateproxy granted hereby is irrevocable, being coupled with an interest, and that such proxy will continue until the Securityholder will not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with this Section 2. In addition, prior to the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS or any termination of its affiliates with respect to an Acquisition Proposal or a potential Acquisition Proposal. This Agreement is intended to bind the Securityholder as a stockholder of the Company only with respect to the specific matters set forth herein. Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict the Securityholder from voting in his, her or accordance with its sole discretion on any matter other than those matters referred to in this Agreementterms.

Agreement to Vote. Prior to the Expiration Date, at every meeting of the stockholders shareholders of the Company called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders shareholders of the Company with respect to any of the following, the Securityholder agrees to vote (or cause to be voted) the Securitiesshares of Company Stock owned of record and beneficially by such Securityholder other than as a trustee of a benefit plan, andwhich shares shall include, without limitation, all shares owned by such Securityholder individually, all shares owned jointly by such Securityholder and such Securityholder's spouse, all shares owned by such Securityholder by any minor children (or any trust for their benefit), all shares owned by any business of which such Securityholder is the principal shareholder (but in each such case only to the full extent legally permitted, cause holders of record of such Securityholder has the Securities right to vote (or direct the voting of such shares), and to provide evidence thereof within ten (10) days prior to the meeting): specifically including all shares shown as owned directly or beneficially by such Securityholder on Exhibit A attached hereto or acquired subsequently hereto: (i) in favor of approval of the TransactionMerger, the Merger Agreement and the transactions contemplated thereby and any matter that could reasonably be expected to facilitate the TransactionMerger; (ii) in favor of any alternative structure as may be agreed upon by SNS German American and the Company to effect the TransactionMerger; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder from a financial point of view than the terms of the Transaction Merger set forth in the Merger Agreement (including, without limitation, with respect to the consideration to be received by the Securityholder); and (iii) against the consummation of any Superior Proposal proposal looking toward the acquisition of control of the Company by any party not affiliated with German American, or any action, proposal, agreement or transaction (other than the TransactionMerger, the Merger Agreement or the transactions contemplated thereby) that in any such case would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, which could reasonably result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled or which would be inconsistent with the Transaction or any other transaction contemplated by the Merger Agreement. Prior to the Expiration Date, the Securityholder will not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with this Section 2. In addition, prior to the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS or any of its affiliates with respect to an Acquisition Proposal or a potential Acquisition Proposal. This Agreement is intended to bind the Securityholder as a stockholder shareholder of the Company only with respect to the specific matters set forth herein. Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict the Securityholder from voting in his, her or its sole discretion on any matter other than those matters referred to in this Agreement.

Agreement to Vote. Prior to the Expiration Date, at At every meeting of the stockholders of the Company OLYMPIC called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of the Company OLYMPIC with respect to any of the following, the Securityholder Stockholder agrees to vote the such Stockholder's Securities, and, to the full extent legally permitted, cause holders of record of the Securities to vote (and to provide evidence thereof within ten (10) days prior to the meeting): : (i) in favor of approval of the TransactionMerger Agreement, the Merger Agreement and Merger, the transactions contemplated thereby and any matter that could reasonably be expected to facilitate the TransactionMerger; (ii) in favor of any alternative structure as may be agreed upon by SNS OLYMPIC and the Company FMFK to effect the Transactionacquisition of OLYMPIC by FMFK or of control of OLYMPIC; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder OLYMPIC's stockholders than the terms of the Transaction Merger set forth in the Merger Agreement (including, without limitation, with respect to the consideration to be received by the Securityholder)Agreement; and (iii) against the consummation of any Superior Proposal or any other action, proposal, agreement or transaction (other than the TransactionMerger, the Merger Agreement or the transactions contemplated thereby) that in any such case would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company OLYMPIC under the Merger Agreement, which could reasonably result in any of the conditions to the CompanyOLYMPIC's obligations under the Merger Agreement not being fulfilled or which would be inconsistent with the Transaction Merger or any other transaction contemplated by the Merger Agreement. Prior to the Expiration Date, the Securityholder Stockholder will not enter into any agreement or understanding with any Person person or entity to vote or give instructions in any manner inconsistent with this Section 2. In addition, prior to the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS or any of its affiliates with respect to an Acquisition Proposal or a potential Acquisition Proposal. This Agreement is intended to bind the Securityholder Stockholder as a stockholder of the Company OLYMPIC only with respect to the specific matters set forth herein. Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict the Securityholder from voting in his, her or its sole discretion on any matter other than those matters referred to in this Agreement.

Agreement to Vote. Prior to the Expiration Date, at every At any meeting of the stockholders shareholders of the Company called with respect held prior to any of the followingTermination Date (as defined in Section 5.04), however called, and at every adjournment thereofthereof prior to the Termination Date, and on every action or approval by in connection with any written consent of the stockholders shareholders of the Company with respect to any of the following, the Securityholder agrees to vote the Securities, and, to the full extent legally permitted, cause holders of record of the Securities to vote (and to provide evidence thereof within ten (10) days given prior to the meeting): Termination Date, each Shareholder shall, and the Principal Shareholder shall cause any Shareholder that is his controlled affiliate to, vote the Shareholder Shares (iand each class thereof) of such Shareholder that such Shareholder is entitled to vote, (a) in favor of the approval of the Transaction, Merger and each of the other transactions contemplated by the Merger Agreement and the transactions contemplated thereby and any matter that could reasonably be expected to facilitate the Transaction; (ii) in favor of any alternative structure as may be agreed upon by SNS the approval and the Company to effect the Transaction; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder than the terms adoption of the Transaction set forth Merger Agreement, and any actions required in the Merger Agreement furtherance hereof and thereof; (including, without limitation, with respect to the consideration to be received by the Securityholder); and (iiib) against the consummation of any Superior Proposal action or any actionagreement that would, proposaldirectly or indirectly, agreement or transaction (other than the Transaction, the Merger Agreement or the transactions contemplated thereby) that in any such case would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, which could reasonably result ; and (c) against any takeover proposal (as defined in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled Agreement) or which would be any other action or agreement that, directly or indirectly, is inconsistent with or that is reasonably likely, directly or indirectly, to impede, interfere with, delay, postpone or attempt to discourage the Transaction Merger or any other transaction contemplated by the Merger Agreement. Prior to None of the Expiration DateShareholders shall, nor shall the Securityholder will not Principal Shareholder permit any Shareholder that is a controlled affiliate of the Principal Shareholder to, enter into any agreement or understanding with any Person person prior to vote the Termination Date, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of the Shareholder Shares of such Shareholder in any manner inconsistent with this Section 2. In addition, prior to the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS or any of its affiliates with respect to an Acquisition Proposal or a potential Acquisition Proposal. This Agreement is intended to bind the Securityholder as a stockholder of the Company only with respect to the specific matters set forth herein. Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict the Securityholder from voting in his, her or its sole discretion on any matter other than those matters referred to in this Agreementpreceding sentence.

Agreement to Vote. Prior to the Expiration Date, at every meeting of the stockholders shareholders of the Company called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders shareholders of the Company with respect to any of the following, the Securityholder agrees to vote (or cause to be voted) the Securitiesshares of Company Stock owned of record directly by such Securityholder or jointly with Securityholder’s spouse, as to which such Securityholder or his spouse has voting rights, and, to the full extent legally permitted, cause holders of record of other shares of Company Stock over which the Securities Securityholder has the sole or shared power to vote (and or to provide evidence thereof within ten (10direct the vote) days prior to the meeting): vote: (i) in favor of approval of the Transaction, the Merger Agreement and the transactions contemplated thereby and any matter that could reasonably be expected to facilitate the Transaction; (ii) in favor of any alternative structure as may be agreed upon by SNS German American and the Company to effect the Transaction; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder from a financial point of view than the terms of the Transaction set forth in the Merger Agreement (including, without limitation, with respect to the consideration to be received by the Securityholder); and (iii) against the consummation of any Superior Proposal proposal looking toward the acquisition of control of the Company by any party not affiliated with German American, or any action, proposal, agreement or transaction (other than the Transaction, the Merger Agreement or the transactions contemplated thereby) that in any such case would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, which could reasonably result and (iv) in any favor of the conditions to amendment of the Company's obligations under Articles of Incorporation of the Merger Agreement not being fulfilled or which would be inconsistent with the Transaction or any other transaction Company as contemplated by the Merger Agreement. Prior to Agreement (the Expiration Date, the Securityholder will not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with this Section 2. In addition, prior to the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS or any “Articles of its affiliates with respect to an Acquisition Proposal or a potential Acquisition ProposalAmendment”). This Agreement is intended to bind the Securityholder as a stockholder shareholder of the Company only with respect to the specific matters set forth herein. Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict the Securityholder from voting in his, her or its sole discretion on any matter other than those matters referred to in this Agreement.

Agreement to Vote. Prior to the Expiration Date, at At every meeting of the stockholders shareholders of the Company called with respect to any of the following, and at every adjournment thereof, and on in every action or approval by written consent of the stockholders shareholders of the Company in lieu of such a meeting with respect to any of the following, Shareholder shall vote or cause to be voted the Securityholder agrees to vote the SecuritiesShares, and, and shall execute and deliver written consents and otherwise exercise all voting and other rights of Shareholder with respect to the full extent legally permitted, cause holders of record of the Securities to vote (and to provide evidence thereof within ten (10) days prior to the meeting): Shares (i) in favor of adoption and approval of (x) the TransactionPurchase Agreement, the Merger Transaction and the other matters contemplated by the Purchase Agreement, (y) any matter in furtherance of the Transaction and any of the other transactions contemplated by the Purchase Agreement and this Agreement, and (z) the waiver of any notice to Shareholder that may have been or may be required relating to the Transaction or any of the other transactions contemplated thereby by the Purchase Agreement or this Agreement, and (ii) against any matter (x) Company Takeover Proposal made by any Person other than the Purchaser, without regard to any recommendation from the Company Boards to shareholders concerning such Company Takeover Proposal, and without regard to the terms of such Company Takeover Proposal, (y) any agreement, amendment of any agreement (including the Company's articles of association or other organizational documents), or any other action that is intended or could reasonably be expected to facilitate prevent, impede, interfere with, delay, postpone, or discourage the Transaction; (ii) in favor of Transaction and any alternative structure as may be agreed upon by SNS and the Company to effect the Transaction; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder than the terms of the Transaction set forth in the Merger Agreement (including, without limitation, with respect to the consideration to be received other transactions contemplated by the Securityholder); Purchase Agreement or this Agreement, and (iiiz) against the consummation of any Superior Proposal or any action, proposalagreement, agreement transaction or transaction (other than the Transaction, the Merger Agreement or the transactions contemplated thereby) proposal that in any such case would result in a material breach of any representation, warranty, covenant, representation agreement or warranty or any other obligation or agreement of the Company under Company, the Merger Purchased Companies or their Subsidiaries in the Purchase Agreement, which could reasonably result . Any such vote shall be cast (or consent shall be given) by Shareholder in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled or which would be inconsistent accordance with the Transaction procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or any other transaction contemplated by the Merger Agreement. Prior to the Expiration Date, the Securityholder will not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with this Section 2. In addition, prior to the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS or any of its affiliates with respect to an Acquisition Proposal or a potential Acquisition Proposal. This Agreement is intended to bind the Securityholder as a stockholder of the Company only with respect to the specific matters set forth herein. Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict the Securityholder from voting in his, her or its sole discretion on any matter other than those matters referred to in this Agreementconsent).

Agreement to Vote. Prior to Beginning on the Expiration Datedate hereof until the Termination Date (as defined below), at every meeting of the stockholders Company Stockholders, including any postponement, recess or adjournment thereof, or in any other circumstance, however called, each Stockholder agrees to, and if applicable, to cause its controlled Affiliates to, affirmatively vote (including via proxy) or execute consents with respect to (or cause to be voted (including via proxy) or consents to be executed with respect to) all of the Owned Shares and any additional shares of Common Stock or other voting securities of the Company called with respect to any of acquired by such Stockholder or its respective controlled Affiliates after the following, date hereof and at every adjournment thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, the Securityholder agrees to vote the Securities, and, to the full extent legally permitted, cause holders of record of the Securities to vote (and to provide evidence thereof within ten (10) days prior to the meeting): Termination Date (icollectively, and together with the Owned Shares, the “Covered Shares”) as follows: (a) in favor of approval (i) the adoption of the Transaction, the Merger Agreement and the approval of the Merger, including any amended and restated Merger Agreement or amendment to the Merger Agreement that, in any such case, increases the Per Share Price or otherwise results in the Merger Agreement being objectively more economically favorable to the Company Stockholders than the Merger Agreement in effect as of the date of this Agreement (excluding, for avoidance of doubt, any adverse amendment), (ii) the approval of any proposal to adjourn or postpone any Company Stockholder Meeting to a later date if the Company proposes or requests such postponement or adjournment in accordance with Section 6.4(b) of the Merger Agreement, and (iii) the approval of any other proposal considered and voted upon by the Company Stockholders at any Company Stockholder Meeting necessary for consummation of the Merger and the other transactions contemplated thereby by the Merger Agreement, and (b) against (i) any matter that could proposal, action, or agreement that, to the knowledge of such Stockholder, would reasonably be expected to facilitate the Transaction; (ii) in favor of any alternative structure as may be agreed upon by SNS and the Company to effect the Transaction; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder than the terms of the Transaction set forth in the Merger Agreement (including, without limitation, with respect to the consideration to be received by the Securityholder); and (iii) against the consummation of any Superior Proposal or any action, proposal, agreement or transaction (other than the Transaction, the Merger Agreement or the transactions contemplated thereby) that in any such case would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement, which could reasonably result in (ii) any of reorganization, dissolution, liquidation, winding up or similar extraordinary transaction involving the conditions to the Company's obligations under the Merger Agreement not being fulfilled or which would be inconsistent with the Transaction or any other transaction Company (except as contemplated by the Merger Agreement. Prior ) and (iii) any other action, agreement or proposal which to the Expiration Date, knowledge of such Stockholder would reasonably be expected to prevent or materially impede or materially delay the Securityholder will not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with this Section 2. In addition, prior to consummation of the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS Merger or any of the transactions contemplated by the Merger Agreement, (clauses (a) and (b) collectively, the “Supported Matters”). Each Stockholder agrees to, and agrees to cause its affiliates with respect to an Acquisition Proposal applicable controlled Affiliates to, be present, in person or a potential Acquisition Proposal. This Agreement is intended to bind the Securityholder as a stockholder by proxy, at every meeting of the Company only Stockholders, including any postponement, recess or adjournment thereof, or in any other circumstance, however called, to vote on the Supported Matters (in the manner described in this Section 1.1) so that all of the Covered Shares will be counted for purposes of determining the presence of a quorum at such meeting, or otherwise cause the Covered Shares to be counted as present threat for purposes of establishing a quorum. For the avoidance of doubt, other than with respect to the specific Supported Matters, the Stockholders do not have any obligation to vote the Covered Shares in any particular manner and, with respect to such other matters set forth herein. Notwithstanding (other than the foregoingSupported Matters), nothing the Stockholders shall be entitled to vote the Covered Shares in this Agreement shall limit or restrict the Securityholder from voting in his, her or its sole discretion on discretion. The Stockholders shall not take any matter other than those matters referred action that, to in the knowledge of such Stockholder, would reasonably be expected to prevent or materially impair or materially delay the consummation of the transactions contemplated by this Agreement.

Agreement to Vote. Prior to Each Shareholder irrevocably and unconditionally hereby agrees that from and after the date hereof until the earlier of (a) the Effective Time and (b) any date of termination of the Merger Agreement in accordance with its terms (the “Expiration DateTime”), at every any meeting (whether annual or special and each adjourned or postponed meeting) of the stockholders of the Company called Company’s shareholders, however called, or in connection with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the followingCompany’s shareholders, the Securityholder agrees to vote the Securities, and, to the full extent legally permitted, cause holders of record of the Securities to vote (and to provide evidence thereof within ten (10) days prior to the meeting): each Shareholder will (i) in favor appear at such meeting or otherwise cause its Owned Shares (as defined below) to be counted as present thereat for purposes of approval calculating a quorum and (ii) vote or cause to be voted (including by written consent, if applicable) all of such Shareholder’s Shares beneficially owned by such Shareholder as of the Transactionrelevant time (the “Owned Shares”), (A) for approval and adoption of the Merger Agreement and the transactions contemplated thereby by the Merger Agreement, (B) against any Alternative Proposal, without regard to the terms of such Alternative Proposal, or any other proposal made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger and the other transactions contemplated by the Merger Agreement, (C) against any matter agreement, amendment of any agreement (including the Company’s certificate of incorporation or by-laws), or any other action that could is intended or would reasonably be expected to facilitate prevent, impede, or, in any material respect, interfere with, delay, postpone or discourage the Transaction; (ii) in favor of any alternative structure as may be agreed upon transactions contemplated by SNS and the Company to effect the Transaction; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder than the terms of the Transaction set forth in the Merger Agreement (includingAgreement, without limitation, with respect to the consideration to be received by the Securityholder); and (iii) against the consummation of any Superior Proposal or any action, proposal, agreement or transaction (other than the Transactionthose specifically contemplated by this Agreement, the Merger Agreement or the transactions other agreements contemplated therebythereby and (D) against any action, agreement, transaction or proposal that in any such case would result in a breach of any representation, warranty, covenant, representation agreement or warranty or any other obligation or agreement of the Company under in the Merger Agreement, which could reasonably result in any of the conditions to EGI-TRB Purchase Agreement or the Company's obligations under the Merger Agreement not being fulfilled or which would be inconsistent with the Transaction or any other transaction contemplated by the Merger Agreement. Prior to the Expiration Date, the Securityholder will not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with this Section 2. In addition, prior to the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS or any of its affiliates with respect to an Acquisition Proposal or a potential Acquisition Proposal. This Agreement is intended to bind the Securityholder as a stockholder of the Company only with respect to the specific matters set forth herein. Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict the Securityholder from voting in his, her or its sole discretion on any matter other than those matters referred to in this ESOP Purchase Agreement.

Agreement to Vote. Prior to the Expiration Date, Each Shareholder agrees that (a) at every meeting of the stockholders of such time as the Company called with respect to conducts a meeting (including any of the following, and at every adjournment thereof, and on every action ) of or approval by written otherwise seeks a vote or consent of its shareholders for the stockholders purpose of the Company with respect to any of the following, the Securityholder agrees to vote the Securities, and, to the full extent legally permitted, cause holders of record of the Securities to vote (and to provide evidence thereof within ten (10) days prior to the meeting): (i) in favor of approval of the Transaction, approving the Merger Agreement and the transactions contemplated thereby and any matter that could reasonably be expected by the Merger Agreement, including the Merger, such Shareholder will vote, or provide a consent with respect to, all Company Common Stock (including the Owned Shares) which, as of the relevant record date, such Shareholder has the power to facilitate the Transaction; (ii) vote, in favor of any alternative structure as may be agreed upon by SNS and the Company to effect the Transaction; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder than the terms of the Transaction set forth in approving the Merger Agreement (includingand the transactions contemplated by such Agreement, without limitationincluding the Merger, with respect to the consideration to be received by the Securityholder); and (iiib) against such Shareholder will (at any meeting of shareholders or in connection with any consent solicitation) vote all shares of Company Common Stock (including the consummation Owned Shares) which, as of the relevant record date, such Shareholder has the power to vote, against, and will not consent to, any Superior Alternative Transaction Proposal with a Person other than Parent and Acquisition Co. or any actionaction that would or is designed to delay, proposalprevent or frustrate the Proposed Business Combination; provided, Shareholder’s agreement to vote or transaction (other than the Transaction, consent as described above shall not be effective if the Merger Agreement or is amended to reduce the Per-Share Amount below $5.60. Without limiting the foregoing, it is understood that the obligations under clause (a) in this Section 5 shall remain applicable in respect of each meeting of shareholders of the Company duly called for the purpose of approving the Merger Agreement and the transactions contemplated thereby) that in any such case would result in a breach of any covenant, representation or warranty or any other obligation or agreement including the Merger, regardless of the Company under the Merger Agreement, which could reasonably result in any position of the conditions Company’s board of directors as to the Company's obligations under Proposed Business Combination at the Merger Agreement not being fulfilled or which would be inconsistent with the Transaction or any other transaction contemplated by the Merger Agreement. Prior to the Expiration Date, the Securityholder will not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with this Section 2. In addition, prior to the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS or any time of its affiliates with respect to an Acquisition Proposal or a potential Acquisition Proposal. This Agreement is intended to bind the Securityholder as a stockholder of the Company only with respect to the specific matters set forth hereinsuch meeting. Notwithstanding the foregoing, nothing at no time and in no event shall the shares of the Company’s capital stock subject to this Agreement shall limit or restrict Section 5 exceed the Securityholder from voting Maximum Restricted Amount. In the event that the total number of Owned Shares exceeds the Maximum Restricted Amount, then Acquisition Co., in his, her or its sole discretion on any matter other than those matters referred and absolute discretion, shall determine which Owned Shares shall be subject to in this AgreementSection 5.

Agreement to Vote. Prior Subject to the Expiration Dateterms of this Agreement, and so long as the Unitholders remain entitled to receive not less than the Specified Consideration, each Unitholder hereby irrevocably and unconditionally agrees that, after the date hereof and until the Termination Date with respect to such Unitholder, at every any annual or special meeting of the stockholders unitholders of the Company called with respect to Partnership, however called, including any of the following, and at every adjournment or postponement thereof, and on every in connection with any action or approval proposed to be taken by written consent of the stockholders unitholders of the Company Partnership, such Unitholder shall, in each case to the fullest extent that such Unitholder’s Subject Units are entitled to vote thereon and Unitholder continues to have voting power over such Subject Units: (a) appear at each such meeting or otherwise cause all such Subject Units to be counted as present thereat for purposes of determining a quorum; and (b) vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to any to, all of the following, the Securityholder agrees to vote the Securities, and, to the full extent legally permitted, cause holders of record of the Securities to vote (and to provide evidence thereof within ten (10) days prior to the meeting): its Subject Units (i) in favor of the (A) approval of the TransactionMerger Agreement, the Merger Agreement and the other transactions contemplated thereby by the Merger Agreement, and, (B) without limitation of the preceding clause (A), approval of any proposal to adjourn or postpone the Partnership Unitholders Meeting to a later date if there are not sufficient votes for approval and any matter that could reasonably be expected to facilitate adoption of the TransactionMerger Agreement on the date on which the Partnership Unitholders Meeting is held; and (ii) in favor of against any alternative structure as may Alternative Proposal and against any other action, agreement or transaction involving the Partnership that is intended, or would reasonably be agreed upon by SNS and expected, to prevent, impede, interfere with, delay, postpone, discourage or otherwise impair the Company to effect the Transaction; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder than the terms consummation of the Transaction set forth in Merger or the other transactions contemplated by the Merger Agreement (including, without limitation, with respect to the consideration to be received by the Securityholder)Agreement; and (iii) against the consummation of any Superior Proposal other action or any action, proposal, agreement or transaction (other than the Transaction, the Merger Agreement or the transactions contemplated thereby) that in any such case would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, which could reasonably result Partnership in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled or which would be inconsistent with the Transaction or any other transaction contemplated by the Merger Agreement. Prior to Each Unitholder shall retain at all times the Expiration Date, the Securityholder will not enter into any agreement or understanding with any Person right to vote or give instructions the Subject Units in such Unitholder’s sole discretion, and without any manner inconsistent with this Section 2. In additionother limitation, prior to the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS or any of its affiliates with respect to an Acquisition Proposal or a potential Acquisition Proposal. This Agreement is intended to bind the Securityholder as a stockholder of the Company only with respect to the specific matters set forth herein. Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict the Securityholder from voting in his, her or its sole discretion on any matter matters other than those matters referred to set forth in this AgreementSection 1.1 that are at any time or from time to time presented for consideration to the Partnership’s unitholders generally.

Agreement to Vote. Prior to the Expiration Date, at every At any meeting of the stockholders of the Company called with respect held on or prior to any of the followingTermination Date, however called, and at every adjournment or postponement thereof, and on every action or approval by in connection with any written consent of the stockholders holders of any class or classes of the capital stock of the Company prior to the Termination Date, the Stockholder, shall vote and cause each of its controlled Affiliates to vote all of the Securities with respect to any which it has the right to vote or direct the vote (as of the followingrecord date for such meeting of stockholders), the Securityholder agrees to vote the Securities, and, to the full extent legally permitted, cause holders of record of the Securities to vote (and to provide evidence thereof within ten (10) days prior to the meeting): (ia) in favor of approval of the Transaction, the Merger Share Exchange Agreement and all of the transactions contemplated thereby by the Share Exchange Agreement, all matters requiring approval of stockholders under the listing requirements of the Nasdaq Stock Market, if any, in connection with such transactions, and any matter that could reasonably be expected to facilitate the Transaction; (ii) actions required in favor of any alternative structure as may be agreed upon by SNS and the Company to effect the Transaction; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder than the terms of the Transaction set forth in the Merger Agreement (furtherance hereof, including, without limitation, with respect the amendment and restatement of the Amended and Restated Certificate of Incorporation to reflect an increase in the consideration Company's authorized Common Stock in order to be received by permit the Securityholder); issuance of Common Stock at the Second Closing, (b) against any Alternative Transaction, and (iiic) against the consummation of any Superior Proposal action or any actionagreement that, proposaldirectly or indirectly, agreement is inconsistent with or transaction (other than the Transactionthat could reasonably be expected, the Merger Agreement directly or indirectly, to impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated thereby) that in any such case would result in a breach of any covenantby the Share Exchange Agreement and the other Documents. The Stockholder shall not enter into, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, which could reasonably result in permit any of the conditions its controlled Affiliates to the Company's obligations under the Merger Agreement not being fulfilled or which would be inconsistent with the Transaction or any other transaction contemplated by the Merger Agreement. Prior to the Expiration Dateenter into, the Securityholder will not enter into any agreement or understanding with any Person person prior to vote the Termination Date, directly or indirectly, to vote, grant any proxy or power of attorney, give instructions or enter into a voting agreement with respect to the voting of its Securities in any manner inconsistent with this Section 2. In addition, prior to the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS or any of its affiliates with respect to an Acquisition Proposal or a potential Acquisition Proposal. This Agreement is intended to bind the Securityholder as a stockholder of the Company only with respect to the specific matters set forth herein. Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict the Securityholder from voting in his, her or its sole discretion on any matter other than those matters referred to in this Agreementpreceding sentence.

Agreement to Vote. Prior to the Expiration Date, at At every meeting of the stockholders of the Company FMFK called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of the Company FMFK with respect to any of the following, the Securityholder Stockholder agrees to vote the such Stockholder's Securities, and, to the full extent legally permitted, cause holders of record of the Securities to vote (and to provide evidence thereof within ten (10) days prior to the meeting): : (i) in favor of approval of the TransactionMerger Agreement, the Merger Agreement and Merger, the transactions contemplated thereby and any matter that could reasonably be expected to facilitate the TransactionMerger; (ii) in favor of any alternative structure as may be agreed upon by SNS OLYMPIC and the Company FMFK to effect the Transactionacquisition of OLYMPIC by FMFK or of control of OLYMPIC; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder FMFK's stockholders than the terms of the Transaction Merger set forth in the Merger Agreement (including, without limitation, with respect to the consideration to be received by the Securityholder)Agreement; and (iii) against the consummation of any Superior Proposal or any other action, proposal, agreement or transaction (other than the TransactionMerger, the Merger Agreement or the transactions contemplated thereby) that in any such case would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company FMFK under the Merger Agreement, which could reasonably result in any of the conditions to the CompanyFMFK's obligations under the Merger Agreement not being fulfilled or which would be inconsistent with the Transaction Merger or any other transaction contemplated by the Merger Agreement. Prior to the Expiration Date, the Securityholder Stockholder will not enter into any agreement or understanding with any Person person or entity to vote or give instructions in any manner inconsistent with this Section 2. In addition, prior to the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS or any of its affiliates with respect to an Acquisition Proposal or a potential Acquisition Proposal. This Agreement is intended to bind the Securityholder Stockholder as a stockholder of the Company FMFK only with respect to the specific matters set forth herein. Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict the Securityholder from voting in his, her or its sole discretion on any matter other than those matters referred to in this Agreement.

Agreement to Vote. Prior Subject to the Expiration Dateterms and conditions hereof, including Section 20, Shareholder hereby irrevocably and unconditionally agrees that, from and after the date hereof and until the Termination Date (as defined in Section 6 below), at every any meeting of the stockholders holders of the Company called Common Stock, however called, or in connection with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders holders of Company Common Stock in lieu of a meeting, or otherwise, Shareholder shall (x) appear at such meeting or otherwise cause all of the Company with respect Shares to be counted as present thereat for purposes of calculating a quorum and respond to any other request by the Company or Parent for written consent, if any, and (y) vote (or cause to be voted) all of the following, the Securityholder agrees to vote the Securities, and, to the full extent legally permitted, cause holders of record of the Securities to vote (and to provide evidence thereof within ten (10) days prior to the meeting): Shares (i) in favor of (A) approval of the Transaction, Merger and the other transactions contemplated by the Merger Agreement and (B) any other matter that is required to facilitate the consummation of the Merger and the other transactions contemplated thereby by the Merger Agreement and (ii) against the following actions: (A) any matter Acquisition Proposal, (B) any other action involving the Company or any Subsidiary of the Company that could would reasonably be expected to facilitate have the Transaction; effect of impeding, materially interfering with, materially delaying, materially postponing, or impairing (iiI) in favor the ability of any alternative structure as may be agreed upon by SNS and the Company to effect the Transaction; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder than the terms of the Transaction set forth in consummate the Merger Agreement or (including, without limitation, with respect to the consideration to be received by the Securityholder); and (iiiII) against the consummation of any Superior Proposal or any action, proposal, agreement or transaction (other than the Transaction, the Merger Agreement or the transactions contemplated thereby) that in any such case would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, which could reasonably result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled or which would be inconsistent with the Transaction or any other transaction contemplated by the Merger Agreement. Prior Agreement or (C) any action or agreement that would reasonably be expected to result in any condition to the Expiration consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled on or prior to the Outside Date. Subject to the terms and conditions hereof, the Securityholder will Shareholder shall not enter into any agreement or understanding with any Person prior to the Termination Date to vote or give instructions in any manner inconsistent with herewith. Subject to the terms and conditions hereof, the obligations of Shareholder specified in this Section 2. In addition1(a) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal prior to the Expiration Termination Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS or any of its affiliates with respect to an Acquisition Proposal or a potential Acquisition Proposal. This Agreement is intended to bind the Securityholder as a stockholder of the Company only with respect to the specific matters set forth herein. Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict the Securityholder from voting in his, her or its sole discretion on any matter other than those matters referred to in this Agreement.

Agreement to Vote. Prior Holder shall attend all meetings of the stockholders of Anchen held prior to the Expiration DateTermination Date (as defined in Section 4.4 below), at however called, including every reconvened meeting following any adjournment thereof prior to the Termination Date (or, in lieu of any such meeting, shall execute all written consents of the stockholders of the Company called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, the Securityholder agrees to vote the Securities, and, to the full extent legally permitted, cause holders of record of the Securities to vote (and to provide evidence thereof within ten (10) days prepared prior to the meeting): Termination Date) and, at each meeting called for such purpose (or in each such written consent), Holder shall vote the Shares (i) in favor of the approval of the Merger Agreement, the Transaction and any amendment to the Certificate of Incorporation of the Company proposed by management of Par as is necessary to consummate the Transaction, the Merger Agreement and the transactions contemplated thereby and any matter that could reasonably be expected to facilitate the Transaction; (ii) in favor of any alternative structure as may be agreed upon by SNS and authorizing the appropriate officers of the Company to effect execute any documents and instruments and take any and all actions necessary to consummate the Transaction; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder than the terms of the Transaction set forth in the Merger Agreement (including, without limitation, with respect to the consideration to be received by the Securityholder); and (iii) against any action or agreement submitted for adoption by the consummation stockholders of the Company that, to Holder’s knowledge, relates to any Superior Acquisition Proposal or any action, proposal, agreement or transaction (as defined in the Merger Agreement) other than the Transaction, the Merger Agreement or the transactions contemplated thereby) that in any such case would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, which could reasonably result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled or which would be inconsistent with the Transaction or any other transaction contemplated by the Merger Agreement. Prior to the Expiration DateTermination Date and subject to Section 1.3 below, the Securityholder will Holder shall not enter into any agreement or understanding with any Person person, directly or indirectly, to vote vote, grant any proxy or give instructions with respect to the voting of the Shares in any manner inconsistent with this Section 2. In addition, prior to the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS or any of its affiliates with respect to an Acquisition Proposal or a potential Acquisition Proposal. This Agreement is intended to bind the Securityholder as a stockholder of the Company only with respect to the specific matters set forth hereinpreceding sentence. Notwithstanding the foregoing, nothing Holder may vote the Shares at any time in this a manner that directs the Company, its officers and/or its directors to terminate the Merger Agreement shall limit and the Transaction pursuant to any right or restrict authority granted to the Securityholder from voting Company in hisArticle X or otherwise in the Merger Agreement to terminate the Agreement and Transaction, her or that directs the Company, its sole discretion on officers and/or its directors to exercise any matter other than those matters referred to in this right or authority granted to, allowed to, or not prohibited as to, the Company under the Merger Agreement.

Agreement to Vote. Prior to (i) At the Expiration DateArchipelago Stockholders Meeting or at any adjournment, at every postponement or continuation thereof or in any other circumstances (including any other annual or special meeting of the stockholders of Archipelago or any action by prior written consent) occurring prior to the Company called Archipelago Stockholders Meeting in which a vote, consent or other approval with respect to the Proposed Transaction or any of the following, and at every adjournment thereof, and on every action other Acquisition Proposal (whether or approval by written consent of the stockholders of the Company not a Superior Proposal) with respect to any Archipelago is sought (subject to the possible application of Section C of Article IV of the followingCertificate of Incorporation of Archipelago and, in the event of such application, to the fullest extent permitted thereby), the Securityholder Stockholder hereby irrevocably and unconditionally agrees to vote the Securities, and, or to the full extent legally permitted, cause holders to be voted all of record of the Securities to vote such Stockholder's Shares (and to provide evidence thereof within ten (10) days prior to the meeting): (iA) in favor of the Proposed Transaction and (B) against (i) any other Acquisition Proposal (whether or not a Superior Proposal) with respect to Archipelago, (ii) any proposal for any merger, consolidation, sale of assets, business combination, share exchange, reorganization or recapitalization of Archipelago or any of its subsidiaries that is in competition or inconsistent with the Proposed Transaction, or any proposal to effect the foregoing which is made in opposition to or in competition with the adoption or approval of the Proposed Transaction, (iii) any liquidation or winding up of Archipelago, (iv) any extraordinary dividend by Archipelago (other than the payment of any cash dividend that Archipelago is expressly permitted to make under the Merger Agreement Agreement), (v) any change in the capital structure of Archipelago (other than any change in capital structure resulting from the Mergers or expressly permitted under the Merger Agreement) and the transactions contemplated thereby and (vi) any matter other action that could would reasonably be expected to facilitate (1) impede, delay, postpone or interfere with the Transaction; Proposed Transaction or (ii2) in favor of any alternative structure as may be agreed upon by SNS and the Company to effect the Transaction; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder than the terms of the Transaction set forth in the Merger Agreement (including, without limitation, with respect to the consideration to be received by the Securityholder); and (iii) against the consummation of any Superior Proposal or any action, proposal, agreement or transaction (other than the Transaction, the Merger Agreement or the transactions contemplated thereby) that in any such case would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreementcovenants, which could reasonably result in any representations, warranties or other obligations or agreements of the conditions to the Company's obligations Archipelago under the Merger Agreement not being fulfilled or which that would reasonably be inconsistent with the Transaction or any other transaction contemplated by the Merger Agreement. Prior expected to the Expiration Date, the Securityholder will not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with this Section 2. In addition, prior to the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS or any of its affiliates with respect to an Acquisition Proposal or a potential Acquisition Proposal. This Agreement is intended to bind the Securityholder as a stockholder of the Company only with respect to the specific matters set forth herein. Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict the Securityholder from voting in his, her or its sole discretion on any matter other than those matters referred to in this Agreementmaterially adversely affect Archipelago.

Agreement to Vote. Prior From and after the date hereof until the termination of this Agreement pursuant to Section 4.01, each Stockholder hereby agrees to, and agrees to cause its Permitted Transferees to, hold all of the Expiration DateClass V Common Stock held by such Stockholder and/or such Stockholder's Permitted Transferees and any other securities of PubCo acquired by such Stockholder and/or such Stockholder's Permitted Transferees after the Closing (and any securities of PubCo issued with respect to, upon conversion of, or in exchange or substitution for such Class V Common Stock or other securities of PubCo), whether registered in its name, such Stockholder's Permitted Transferees' name or otherwise (collectively, the "Stock") subject to, and to vote the Stock together, in unanimity, with the other Stockholders and/or their Permitted Transferees at every any regular or special meeting of the stockholders of the Company called with respect to PubCo (including any of the following, and at every adjournment thereof, and on every action or approval ) and/or by written consent, as applicable, with regard to all matters subject to and requiring stockholder approval or written consent of pursuant to the stockholders of the Company with respect to any of the followingCharter, the Securityholder agrees to vote Delaware General Corporation Law and all other applicable laws. For the Securities, and, to the full extent legally permitted, cause holders avoidance of record of the Securities to vote (and to provide evidence thereof within ten (10) days prior to the meeting): (i) in favor of approval of the Transaction, the Merger Agreement and the transactions contemplated thereby and any matter that could reasonably be expected to facilitate the Transaction; (ii) in favor of any alternative structure as may be agreed upon by SNS and the Company to effect the Transaction; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder than the terms of the Transaction set forth in the Merger Agreement (including, without limitation, with respect to the consideration to be received by the Securityholder); and (iii) against the consummation of any Superior Proposal or any action, proposal, agreement or transaction (other than the Transaction, the Merger Agreement or the transactions contemplated thereby) that in any such case would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, which could reasonably result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled or which would be inconsistent with the Transaction or any other transaction contemplated by the Merger Agreement. Prior to the Expiration Date, the Securityholder will not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with this Section 2. In addition, prior to the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS or any of its affiliates with respect to an Acquisition Proposal or a potential Acquisition Proposal. This Agreement is intended to bind the Securityholder as a stockholder of the Company only with respect to the specific matters set forth herein. Notwithstanding the foregoingdoubt, nothing in this Agreement shall limit (a) prohibit any Stockholder or restrict their Permitted Transferees from Transferring (as defined in the Securityholder from Investor Rights Agreement) any of the Stock held or beneficially owned by such Stockholder and/or such Stockholder's Permitted Transferees in accordance with and as permitted by the Investor Rights Agreement, the Charter and all applicable laws or (b) require any Stockholder or such Stockholder's Permitted Transferee that is a member of the board of directors of PubCo (the "Board") to vote together or in unanimity with any other Stockholder or Stockholder's Permitted Transferee that is a member of the Board with respect to any action, recommendation or vote of the Board. The voting of Stock in hisaccordance with this Agreement may be effected in person, her by proxy, by written consent or its sole discretion on in any matter other than those matters referred to in this Agreementmanner permitted by the Charter, the Delaware General Corporation Law and any other applicable law.

Agreement to Vote. Prior Each Company Stockholder, by this Agreement, with respect to its Securities, severally and not jointly, hereby agrees (and agrees to execute such documents and certificates evidencing such agreement as the Expiration DatePurchaser may reasonably request in connection therewith), if (and only if) the Approval Condition (as defined below) shall have been satisfied, to vote, at every any meeting of the stockholders members of the Company called with respect to any of the followingCompany, and at every adjournment thereof, and on every in any action or approval by written consent of the stockholders members of the Company, all of such Company with respect to any of the following, the Securityholder agrees to vote the Securities, and, to the full extent legally permitted, cause holders of record of the Stockholder’s Securities to vote (and to provide evidence thereof within ten (10) days prior to the meeting): (ia) in favor of the approval and adoption of the TransactionMerger Agreement, the transactions contemplated by the Merger Agreement and this Agreement, (b) in favor of any other matter reasonably necessary to the consummation of the transactions contemplated thereby by the Merger Agreement and considered and voted upon by the stockholders of the Company, (c) in favor of the approval and adoption of the Incentive Plan (as defined in the Merger Agreement and (d) against (A) any Acquisition Proposal relating to an Alternative Transaction with respect to the Company and any matter and all other (x) proposals that could reasonably be expected to facilitate in any material respect delay or impair the Transaction; (ii) in favor ability of any alternative structure as may be agreed upon by SNS and the Company to effect the Transaction; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder than the terms of the Transaction set forth in consummate the Merger Agreement (including, without limitation, with respect to or any of the consideration to be received transactions contemplated by the Securityholder); Merger Agreement, or (y) which are in competition with or materially inconsistent with the Merger Agreement or the Ancillary Documents, and (iiiB) against the consummation of any Superior Proposal or any and all other action, proposal, agreement or transaction (other than the Transaction, the Merger Agreement or the transactions contemplated thereby) or proposal that in any such case would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or that would reasonably be expected to result in the failure of the transactions contemplated by the Merger Agreement from being consummated. Each Company Stockholder acknowledges receipt and review of a copy of the Merger Agreement. For purposes of this Agreement, which could reasonably result in any of “Approval Condition” shall mean that the conditions Merger Agreement shall not have been amended or modified to change the Company's obligations Merger Consideration payable under the Merger Agreement not being fulfilled or which would be inconsistent with the Transaction or any other transaction contemplated by the Merger Agreement. Prior to the Expiration Date, the Securityholder will not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with this Section 2. In addition, prior to the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS or any of its affiliates with respect to an Acquisition Proposal or a potential Acquisition Proposal. This Agreement is intended to bind the Securityholder as a stockholder of the Company only with respect to the specific matters set forth herein. Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict the Securityholder from voting in his, her or its sole discretion on any matter other than those matters referred to in this AgreementStockholders.

Agreement to Vote. 2.1 Prior to the Expiration Date, at every meeting of the stockholders shareholders of the Company Global called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders shareholders of the Company Global with respect to any of the following, the Securityholder agrees to vote the such Securityholder’s Securities, and, and to the full extent legally permitted, cause holders of record of the such Securityholder’s Securities to vote (and to provide evidence thereof within ten (10) 10 days prior to the meeting): (i) in favor of approval of the Arrangement, the Transaction, the Merger Combination Agreement and the transactions contemplated thereby and any matter that could reasonably be expected to facilitate the Transaction; (ii) in favor of any alternative structure as may be agreed upon by SNS Global and the Company Quantum to effect the Transaction; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder than the terms of the Transaction set forth in the Merger Combination Agreement (including, without limitation, with respect to the consideration to be received by the Securityholder); and (iii) against the consummation of any Superior Proposal or any action, proposal, agreement or transaction (other than an Acquisition Proposal which would, if made, constitute a Superior Proposal, or the Transaction, the Merger Combination Agreement or the transactions contemplated thereby) that in any such case would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Global under the Merger Combination Agreement, which could reasonably result in any of the conditions to the Company's Global’s obligations under the Merger Combination Agreement not being fulfilled or which would be inconsistent with the Transaction or any other transaction contemplated by the Merger Combination Agreement. Prior to the Expiration Date, the Securityholder will not enter into any agreement or understanding with any Person person or entity to vote or give instructions in any manner inconsistent with this Section 2. In addition, prior to the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS or any of its affiliates with respect to an Acquisition Proposal or a potential Acquisition Proposal2.1. This Agreement is intended to bind the Securityholder as a stockholder shareholder of the Company Global only with respect to the specific matters set forth herein. Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict the Securityholder from voting in his, her or its sole discretion on any matter other than those matters referred to in this Agreement.

Agreement to Vote. Prior Subject to the Expiration Dateearlier termination of this Agreement in accordance with Section 6, each Stockholder, severally and not jointly, hereby irrevocably agrees to vote at every any meeting of the stockholders of the Company called with respect to any of the followingUSBTC Stockholders, and at every adjournment thereof, and on every to execute any action or approval by written consent of the stockholders USBTC Stockholders (which written consent shall be delivered promptly, and in any event within two business days, after USBTC requests such delivery, and which request will only be made after the Clearance Date), all of the Company with respect to any of the following, the Securityholder agrees to vote the Securities, and, to the full extent legally permitted, cause holders of record of the Securities to vote (and to provide evidence thereof within ten (10) days prior to the meeting): such Stockholder’s Shares beneficially owned by such Stockholder at such time (i) in favor of the approval of the Transaction, BCA as the plan of merger for the Merger Agreement and the all other transactions contemplated thereby by the BCA, and to take such other action as may be reasonably necessary to provide the USBTC Stockholder Approval with respect to all such Shares, and (ii) against any matter action, agreement or transaction or proposal that could would or would reasonably be expected to facilitate the Transaction; (ii) in favor of any alternative structure as may be agreed upon by SNS and the Company to effect the Transaction; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder than the terms of the Transaction set forth in the Merger Agreement (including, without limitation, with respect to the consideration to be received by the Securityholder); and (iii) against the consummation of any Superior Proposal or any action, proposal, agreement or transaction (other than the Transaction, the Merger Agreement or the transactions contemplated thereby) that in any such case would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company USBTC under the Merger AgreementBCA or that would or would reasonably be expected to impede, which could reasonably delay, interfere with, discourage, or result in any the failure of the conditions Merger from being consummated. For the avoidance of doubt, with respect to any Stockholder that is a Requisite Holder, as such term is defined in the Company's obligations under Fourth Amended and Restated Articles of Incorporation of USBTC, dated as of December 4, 2020 (the “Articles”), such Stockholder hereby further irrevocably agrees to vote at any meeting of the USBTC Stockholders, and to execute any action by written consent of the USBTC Stockholders (which written consent shall be delivered promptly, and in any event within twenty-four (24) hours, after USBTC requests such delivery, and which request will only be made after the Clearance Date), in such Stockholder’s capacity as a Requisite Holder, in favor of the approval of the BCA as the plan of merger for the Merger Agreement not being fulfilled or which would be inconsistent with the Transaction or any and all other transaction transactions contemplated by the Merger Agreement. Prior BCA, and to take such other action in such capacity as may be reasonably necessary to provide the Expiration Date, the Securityholder will not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with this Section 2. In addition, prior to the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS or any of its affiliates USBTC Stockholder Approval with respect to an Acquisition Proposal or a potential Acquisition Proposal. This Agreement is intended to bind the Securityholder such Stockholder, in its capacity as a stockholder of Requisite Holder, for all purposes, including under the Company only with respect to the specific matters set forth herein. Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict the Securityholder from voting in his, her or its sole discretion on any matter other than those matters referred to in this AgreementArticles.

Agreement to Vote. Prior to Each Stockholder hereby agrees that during the Expiration Dateterm of this Agreement, at every the ADMA Stockholders’ Meeting and at any other meeting of the stockholders of the Company called with respect to Company, however called, including any of the following, and at every adjournment or postponement thereof, and on every action or approval by in connection with any written consent of the stockholders of the Company with respect Company, it shall, in each case to any the extent that the Covered Shares are entitled to vote thereon or consent thereto: (a) appear at each such meeting or otherwise cause the Covered Shares as to which the Stockholder controls the right to vote to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of the following, the Securityholder agrees to vote the Securities, and, to the full extent legally permitted, cause holders of record of the Securities to vote (and to provide evidence thereof within ten (10) days prior to the meeting): Covered Shares (i) in favor of approval the adoption of the TransactionPurchase Agreement, the Merger Agreement and the transactions contemplated thereby and any matter that could reasonably be expected to facilitate the Transaction; (ii) in favor of any alternative structure as may be agreed upon by SNS and the Company to effect the Transaction; provided that such alternative structure is on terms action, approval or agreement in the aggregate no less favorable to the Securityholder than the terms furtherance of the Transaction set forth in the Merger Agreement (including, without limitation, with respect to the consideration to be received transactions contemplated by the Securityholder)Purchase Agreement; and (iii) against any Alternative Transaction Proposal (as defined in the consummation Purchase Agreement); provided that if, in response to a Superior Transaction received by the Company’s board of directors after the date of this Agreement, the Company’s board of directors makes an Adverse Recommendation Change in accordance with Section 6.8 of the Purchase Agreement and it does not terminate the Purchase Agreement, the number 3 of each Stockholder’s Covered Shares (which are entitled to so vote or consent) that are subject to this Section 2.1 shall be reduced (on a pro rata basis with each other stockholder of the Company who executed an Other Voting Agreement to the extent necessary in order that the aggregate number of Covered Shares subject to this Section 2.1 together with all other shares of Common Stock subject to the Other Voting Agreements represents no more than 25% of the Common Stock outstanding at the time of such vote or written consent and entitled to so vote or consent; and provided further, that Section 2.1 shall not require the Stockholder to vote or consent (or cause any Superior Proposal Affiliate to vote or consent) in favor of the Purchase Agreement or any action, proposal, agreement or transaction (other than the Transaction, the Merger Agreement or of the transactions contemplated thereby, to the extent that the Purchase Agreement has been amended in a manner that is materially adverse in the aggregate to the stockholders of the Company. Notwithstanding anything herein to the contrary, this Section 2.1(b) shall not require the Stockholder to be present (in person or by proxy) or vote (or cause to be voted) any of the Covered Shares to amend the Purchase Agreement or take any action that could result in the amendment or modification, or a waiver of a provision therein, in any such case would result case, in a breach of any covenantmanner that (i) changes the form, representation timing or warranty or any other obligation or agreement amount of the Company under the Merger Agreement, which could reasonably result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled Purchase Price or which would be inconsistent with the Transaction or any other transaction consideration contemplated by the Merger AgreementPurchase Agreement or (ii) extends the Outside Date. Prior to the Expiration Date, the Securityholder will not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with this Section 2. In addition, prior to the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS or any of its affiliates with respect to an Acquisition Proposal or a potential Acquisition Proposal. This Agreement is intended to bind the Securityholder as a stockholder of the Company only with respect to the specific matters set forth herein. (c) Notwithstanding the foregoing, nothing in this Agreement each Stockholder shall limit remain free to vote (or restrict execute consents or proxies with respect to) the Securityholder from voting in his, her or its sole discretion on Covered Shares with respect to any matter other than those matters referred not covered by this Section 2.1 in any manner such Stockholder deems appropriate, provided that such vote (or execution of consents or proxies with respect thereto) would not reasonably be expected to in this adversely affect, or prevent or delay the consummation of, the transactions contemplated by the Purchase Agreement. 2.2.

Agreement to Vote. Prior Sponsor, with respect to the Expiration DateShares, hereby agrees (and agrees to execute such documents or certificates evidencing such agreement as Purchaser and/or the Company may reasonably request in connection therewith) to vote at every the Purchaser Special Meeting and any meeting of the stockholders of the Company called with respect to any of the followingPurchaser, and at every adjournment thereof, and on every in any action or approval by written consent of the stockholders of Purchaser, to approve the Company with respect to any Merger Agreement, all of the following, the Securityholder agrees to vote the Securities, and, to the full extent legally permitted, cause holders of record of the Securities to vote Shares (and to provide evidence thereof within ten (10) days prior to the meeting): (ia) in favor of the approval and adoption of the TransactionMerger Agreement, the transactions contemplated by the Merger Agreement and this Agreement in accordance with the Insider Letter, (b) in favor of any other matter reasonably necessary to the consummation of the transactions contemplated thereby by the Merger Agreement and considered and voted upon by the stockholders of Purchaser (including the Purchaser Stockholder Approval Matters), (c) in favor of the approval and adoption of the Incentive Plan, (d) for the appointment, and designation of classes, of the members of the Post-Closing Purchaser Board, (e) in favor of the approval and adoption of the Restricted Stock Unit Agreement (as defined in the Merger Agreement) and (f) against (A) any Acquisition Proposal relating to an Alternative Transaction with respect to the Purchaser and any matter and all other (x) proposals that could reasonably be expected to facilitate in any material respect delay or impair the Transaction; (ii) in favor of any alternative structure as may be agreed upon by SNS and the Company to effect the Transaction; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder than the terms ability of the Transaction set forth in Purchaser to consummate the Merger Agreement (including, without limitation, with respect to or any of the consideration to be received transactions contemplated by the Securityholder); Merger Agreement, or (y) which are in competition with or materially inconsistent with the Merger Agreement or the Ancillary Documents, and (iiiB) against the consummation of any Superior Proposal or any and all other action, proposal, agreement or transaction (other than the Transaction, the Merger Agreement or the transactions contemplated thereby) or proposal that in any such case would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Purchaser or Merger Agreement, which could reasonably result in any of the conditions to the Company's obligations Subs under the Merger Agreement not being fulfilled or which that would reasonably be inconsistent with expected to result in the Transaction or any other transaction failure of the transactions contemplated by the Merger AgreementAgreement from being consummated. Prior to the Expiration Date, the Securityholder will not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with this Section 2. In addition, prior to the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS or any Sponsor acknowledges receipt and review of its affiliates with respect to an Acquisition Proposal or a potential Acquisition Proposal. This Agreement is intended to bind the Securityholder as a stockholder copy of the Company only with respect to the specific matters set forth herein. Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict the Securityholder from voting in his, her or its sole discretion on any matter other than those matters referred to in this Merger Agreement.

Agreement to Vote. Prior to From and after the Expiration Datedate of this Agreement, at every any meeting of the stockholders shareholders of the Company called with respect to Company, however called, or in any other circumstance upon which the vote, consent or other approval of the followingholders of shares of Company Common Stock and Company Preferred Stock, and at every adjournment thereofas the case may be, and on every action is sought, each Subject Shareholder shall vote (or approval by written consent cause to be voted) all of the stockholders of the Company with respect to any of the following, the Securityholder agrees to vote the Securities, and, to the full extent legally permitted, cause holders of record of the Securities to vote (and to provide evidence thereof within ten (10) days prior to the meeting): Shares owned by such Subject Shareholder (i) in favor of approval the Merger, the execution and delivery by the Company of the Transaction, the Merger Agreement and each of the transactions other actions contemplated thereby by the Merger Agreement and any matter that could reasonably be expected to facilitate the Transactionactions required in furtherance thereof; (ii) in favor of against any alternative structure as may be agreed upon by SNS and the Company to effect the Transaction; provided action or agreement that such alternative structure is on terms in the aggregate no less favorable to the Securityholder than the terms of the Transaction set forth in the Merger Agreement (including, without limitation, with respect to the consideration to be received by the Securityholder); and (iii) against the consummation of any Superior Proposal or any action, proposal, agreement or transaction (other than the Transaction, the Merger Agreement or the transactions contemplated thereby) that in any such case would result in a breach of any covenant, agreement, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, which could reasonably result ; and (iii) against the following actions (other than in any of the conditions to the Company's obligations under connection with the Merger Agreement not being fulfilled or which would be inconsistent with and the Transaction or any other transaction transactions contemplated by the Merger Agreement. Prior ), (A) any Acquisition Proposal and (B) to the Expiration Dateextent that such actions (1) are intended to, or could reasonably be expected to, impede, interfere with, delay, postpone or materially adversely affect the Merger, the Securityholder will value of the Company on a consolidated basis or the transactions contemplated by the Merger Agreement or (2) are intended to, or could reasonably be expected to, implement or lead to any Acquisition Proposal, (x) any change in a majority of the persons who constitute the Board of Directors of the Company, (y) any change in the present capitalization of the Company or any amendment of the Company's Certificate of Incorporation or Bylaws, in each case, as currently in effect, or (z) any other material change in the Company's corporate structure or business. In addition to the other covenants and agreements of the Subject Shareholders provided for elsewhere in this Agreement, each Subject Shareholder agrees that he shall not enter into any agreement or understanding with any Person to vote person or give instructions in any manner entity the effect of which would be inconsistent with or violate the provisions and agreements contained in this Section 2. In addition, prior to the Expiration Date, the Securityholder agrees not to enter into Nothing herein shall in any agreement, discussions way restrict or negotiations with limit a Subject Shareholder from taking any Person other than SNS action in his or any of its affiliates with respect to an Acquisition Proposal or a potential Acquisition Proposal. This Agreement is intended to bind the Securityholder her capacity as a stockholder director or officer of the Company only with respect to or otherwise fulfilling his or her fiduciary obligations as a director or officer of the specific matters set forth herein. Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict the Securityholder from voting in his, her or its sole discretion on any matter other than those matters referred to in this AgreementCompany.

Agreement to Vote. Prior to Unless the Expiration DateTime (as defined below) has occurred, each Stockholder, by this Agreement, with respect to its Shares, severally and not jointly, hereby agrees, regardless of whether or not there shall have been a Company Adverse Recommendation Change, (a) to vote, at every any meeting of the stockholders of the Company called with respect to any for the purpose of approving the followingMerger, and at every adjournment thereof, and on every in any action or approval by written consent of the stockholders of the Company with respect to requested by the Company for the purpose of approving the Merger (which written consent shall be substantially in the form attached hereto as Exhibit A and shall be executed and delivered by such Stockholder promptly, and in any of event within twenty four (24) hours, after the followingCompany requests such delivery, provided that the Securityholder agrees to vote the Securities, and, to the full extent legally permitted, cause holders of record of the Securities to vote (and to provide evidence thereof within ten (10) days Company shall not request delivery at any time prior to the meeting): Registration Statement being declared effective under the Securities Act by the SEC), all of such Stockholder’s Shares held by such Stockholder at such time in favor of the approval and adoption of the BCA, the Merger and the other Transactions; (b) to vote against (i) in favor of approval of the Transaction, the Merger Agreement and the transactions contemplated thereby and any matter that could reasonably be expected to facilitate the Transaction; (ii) in favor of any alternative structure as may be agreed upon by SNS and the Company to effect the Transaction; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder than the terms of the Transaction set forth in the Merger Agreement (including, without limitation, with respect to the consideration to be received by the Securityholder); and (iii) against the consummation of any Superior Proposal or any action, proposal, agreement or transaction (other than the Transaction, the Merger Agreement or the transactions contemplated thereby) proposal that in any such case would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, which could BCA or hereunder or that would reasonably be expected to result in the failure of the Merger or the other Transactions from being consummated, (ii) any Alternative Transaction and (iii) any other action that would reasonably be expected to (x) prevent, materially delay or materially impede the Merger or any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled other Transactions, or which would be inconsistent with the Transaction (y) result in a breach of any covenant, representation or any warranty or other transaction contemplated by the Merger Agreement. Prior to the Expiration Date, the Securityholder will not enter into any obligation or agreement or understanding with any Person to vote or give instructions in any manner inconsistent with this Section 2. In addition, prior to the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS or any of its affiliates with respect to an Acquisition Proposal or a potential Acquisition Proposal. This Agreement is intended to bind the Securityholder as a stockholder of the Company only with respect to the specific matters set forth herein. Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict the Securityholder from voting in his, her or its sole discretion on any matter other than those matters referred to contained in this Agreement; and (c) to vote in favor of or take any other action necessary or reasonably requested by SPAC for consummation of the Merger and the other Transactions. Each Stockholder acknowledges receipt and review of a copy of the BCA.

Agreement to Vote. Prior From and after the date of the Closing until the termination of this Agreement pursuant to Section 4.01, each Stockholder hereby agrees to, and agrees to cause its Permitted Transferees to, hold all of the Expiration DateClass V Common Stock held by such Stockholder and/or such Stockholder’s Permitted Transferees and any other securities of PubCo acquired by such Stockholder and/or such Stockholder’s Permitted Transferees after the Closing (and any securities of PubCo issued with respect to, upon conversion of, or in exchange or substitution for such Class V Common Stock or other securities of PubCo), whether registered in its name, such Stockholder’s Permitted Transferees’ name or otherwise (collectively, the “Stock”) subject to, and to vote the Stock together, in unanimity, with the other Stockholders and/or their Permitted Transferees at every any regular or special meeting of the stockholders of the Company called with respect to PubCo (including any of the following, and at every adjournment thereof, and on every action or approval ) and/or by written consent, as applicable, with regard to all matters subject to and requiring stockholder approval or written consent of pursuant to the stockholders of the Company with respect to any of the followingCharter, the Securityholder agrees to vote Delaware General Corporation Law and all other applicable laws. For the Securities, and, to the full extent legally permitted, cause holders avoidance of record of the Securities to vote (and to provide evidence thereof within ten (10) days prior to the meeting): (i) in favor of approval of the Transaction, the Merger Agreement and the transactions contemplated thereby and any matter that could reasonably be expected to facilitate the Transaction; (ii) in favor of any alternative structure as may be agreed upon by SNS and the Company to effect the Transaction; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder than the terms of the Transaction set forth in the Merger Agreement (including, without limitation, with respect to the consideration to be received by the Securityholder); and (iii) against the consummation of any Superior Proposal or any action, proposal, agreement or transaction (other than the Transaction, the Merger Agreement or the transactions contemplated thereby) that in any such case would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, which could reasonably result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled or which would be inconsistent with the Transaction or any other transaction contemplated by the Merger Agreement. Prior to the Expiration Date, the Securityholder will not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with this Section 2. In addition, prior to the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS or any of its affiliates with respect to an Acquisition Proposal or a potential Acquisition Proposal. This Agreement is intended to bind the Securityholder as a stockholder of the Company only with respect to the specific matters set forth herein. Notwithstanding the foregoingdoubt, nothing in this Agreement shall limit (a) prohibit any Stockholder or restrict their Permitted Transferees from Transferring (as defined in the Securityholder from Investor Rights Agreement) any of the Stock held or beneficially owned by such Stockholder and/or such Stockholder’s Permitted Transferees in accordance with and as permitted by the Investor Rights Agreement, the Charter and all applicable laws or (b) require any Stockholder or such Stockholder’s Permitted Transferee that is a member of the board of directors of PubCo (the “Board”) to vote together or in unanimity with any other Stockholder or Stockholder’s Permitted Transferee that is a member of the Board with respect to any action, recommendation or vote of the Board. The voting of Stock in hisaccordance with this Agreement may be effected in person, her by proxy, by written consent or its sole discretion on in any matter other than those matters referred to in this Agreementmanner permitted by the Charter, the Delaware General Corporation Law and any other applicable law.

Agreement to Vote. Prior to REI hereby irrevocably agrees that, from and after the date hereof until the Expiration DateDate (as defined below), at every any annual, special or any other meeting of the stockholders shareholders of the Company (or adjournment or postponement thereof), however called or in respect of which REI is or may be entitled to act by written consent, REI shall vote (or cause to be voted) all of the REI Securities and any other shares of Company Common Stock, that pursuant to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding, REI may direct the vote thereof with respect to any of matters similar to those set forth in the following, following clauses (i) and at every adjournment thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following(ii) (such shares, the Securityholder agrees to vote "Other Securities" and together with the REI Securities, andthe "Subject Securities"), to the full extent legally permitted, cause holders of record of the Securities to vote (and to provide evidence thereof within ten (10) days prior to the meeting): (i) in favor of adoption and approval of the TransactionMerger Agreement, the Merger and the transactions contemplated by the Merger Agreement and the transactions contemplated thereby and any matter that could reasonably be expected to facilitate the Transaction; (ii) except as otherwise agreed to in favor of writing in advance by Parent, against (a) any alternative structure extraordinary corporate transaction, such as may be agreed upon by SNS and a merger, consolidation or other business combination involving the Company to effect the Transaction; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder than the terms of the Transaction set forth in the Merger Agreement (including, without limitation, with respect to the consideration to be received by the Securityholder); and (iii) against the consummation of any Superior Proposal or any action, proposal, agreement or transaction (other than the Transaction, the Merger Agreement or and the transactions contemplated thereby) that in any such case would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, which could reasonably result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled or which would be inconsistent with the Transaction or any other transaction contemplated by the Merger Agreement), (b) a sale, lease or transfer of all or substantially all of the assets of the Company, or (c) a reorganization, recapitalization, dissolution or liquidation of the Company. Prior to the Expiration Date, the Securityholder will REI shall not enter into any agreement or understanding with any Person prior to the Expiration Date to vote or give instructions in any manner inconsistent with this Section 2herewith. In additionfurtherance of the transactions contemplated hereby, on the date hereof, REI will execute and deliver to Parent an irrevocable proxy in the form of Exhibit A hereto (the "Proxy") and irrevocably appoint Parent or its designees, its attorney-in-fact and proxy to vote all of the Subject Securities to the extent provided in the Proxy, with full power of substitution. REI acknowledges that the Proxy (a) shall be coupled with an interest, (b) constitutes, among other things, an inducement for Parent and Merger Sub to enter into the Merger Agreement, and (c) shall be irrevocable and shall not be terminated upon the occurrence of any event; provided that the Proxy shall terminate upon the Expiration Date. REI hereby revokes all other proxies and powers of attorney with respect to the Subject Securities that it may have heretofore appointed or granted, and no subsequent proxy or power of attorney shall be granted (and if granted, shall not be effective) by REI prior to the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS or any of its affiliates Date with respect to an Acquisition Proposal or a potential Acquisition Proposal. This Agreement is intended to bind the Securityholder as a stockholder of the Company only with respect to the specific matters set forth herein. Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict the Securityholder from voting in his, her or its sole discretion on any matter other than those matters referred to in this Agreementthereto.

Agreement to Vote. Prior to the Expiration Date, at every meeting of the stockholders shareholders of the Company Starcraft called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders shareholders of the Company Starcraft with respect to any of the following, the Securityholder agrees to vote the Securities, and, to the full extent legally permitted, cause holders of record of the Securities to vote (and to provide evidence thereof within ten (10) 10 days prior to the meeting): (i) in favor of approval of the Transaction, the Merger Agreement and the transactions contemplated thereby and any matter that could reasonably be expected to facilitate the Transaction; (ii) in favor of any alternative structure as may be agreed upon by SNS Quantum and the Company Starcraft to effect the Transaction; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder than the terms of the Transaction set forth in the Merger Agreement (including, without limitation, with respect to the consideration to be received by the Securityholder); and (iii) against the consummation of any Superior Proposal or any other action, proposal, agreement or transaction (other than the Transaction, the Merger Agreement or the transactions contemplated thereby) that in any such case would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Starcraft under the Merger Agreement, which could reasonably result in any of the conditions to the Company's Starcraft’s obligations under the Merger Agreement not being fulfilled or which would be inconsistent with the Transaction or any other transaction contemplated by the Merger Agreement. Prior to the Expiration Date, the Securityholder will not enter into any agreement or understanding with any Person person or entity to vote or give instructions in any manner inconsistent with this Section 2. In addition, prior to the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS Quantum or any of its affiliates with respect to an Acquisition Proposal or a potential Acquisition Proposal. This Agreement is intended to bind the Securityholder as a stockholder shareholder of the Company Starcraft only with respect to the specific matters set forth herein. Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict the Securityholder from (a) acting in his or her capacity as a director or officer of Starcraft, to the extent applicable, it being understood that this Agreement shall apply to the Securityholder solely and exclusively in his or her capacity as a shareholder of Starcraft; or (b) voting in his, his or her or its sole discretion on any matter other than those matters referred to in this Agreement.

Agreement to Vote. Prior (a) From the date hereof until the earlier to occur of (i) the date as of which the DigitalGlobe Stockholder Approval shall have been obtained and (ii) the termination of this Agreement in accordance with Section 5.1 (the “Voting Period”), except to the Expiration Dateextent waived in writing by GeoEye in its sole and absolute discretion, at every any meeting of the stockholders of DigitalGlobe (including the Company called with respect to DigitalGlobe Stockholders Meeting), however called, or at any of the following, and at every adjournment thereof, and on every action or approval by in connection with any written consent of the stockholders of the Company with respect to DigitalGlobe or in any other circumstances upon which a vote, consent or other approval of all or some of the followingstockholders of DigitalGlobe is sought, the Securityholder Stockholder agrees to vote the Securities(or cause to be voted) all of its Subject Shares, and, to the full extent legally permitted, cause holders of record of the Securities to vote (and to provide evidence thereof within ten (10) days prior to the meeting): (i) in favor of approval adoption of the Transaction, the Merger Agreement and approval of the Merger and the transactions contemplated thereby by the Merger Agreement and this Agreement and any matter that could reasonably be expected to facilitate the Transactionactions required in furtherance hereof or thereof; and (ii) in favor of any alternative structure as may be agreed upon by SNS and the Company to effect the Transaction; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder than the terms of the Transaction set forth in the Merger Agreement (including, without limitation, with respect to the consideration to be received by the Securityholder); and (iii) against the consummation of any Superior Proposal or any action, proposal, agreement or transaction following actions (other than the Transaction, the Merger Agreement or and the transactions contemplated thereby) that in any such case would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, which could reasonably result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled or which would be inconsistent with the Transaction or any other transaction contemplated by the Merger Agreement. Prior to the Expiration Date): (A) any DigitalGlobe Takeover Proposal; (B) any reorganization, the Securityholder will not enter into any agreement recapitalization, dissolution, liquidation or understanding with any Person to vote or give instructions in any manner inconsistent with this Section 2. In addition, prior to the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS winding up of DigitalGlobe or any of its affiliates with respect Subsidiaries, except as contemplated by the Merger Agreement; (C) any amendment of DigitalGlobe’s certificate of incorporation or by-laws, except as contemplated by the Merger Agreement; or (D) any other action or proposal involving DigitalGlobe that would reasonably be expected to an Acquisition Proposal prevent or a potential Acquisition Proposal. This Agreement is intended to bind materially impede, interfere with, delay, postpone or adversely affect the Securityholder as a stockholder of transactions contemplated by the Company only with respect to Merger Agreement, including the specific matters set forth herein. Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict the Securityholder from voting in his, her or its sole discretion on any matter other than those matters referred to in this AgreementMerger.

Agreement to Vote. Prior to the Expiration Date, at every meeting of the stockholders shareholders of the Company called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders shareholders of the Company with respect to any of the following, the Securityholder agrees to vote (or cause to be voted) the Securitiesshares of Company Stock owned of record and beneficially by such Securityholder other than as a trustee of a benefit plan, andwhich shares shall include, without limitation, all shares owned by such Securityholder individually, all shares owned jointly by such Securityholder and such Securityholder’s spouse, all shares owned by such Securityholder by any minor children (or any trust for their benefit), all shares owned by any business of which such Securityholder is the principal shareholder (but in each such case only to the full extent legally permitted, cause holders of record of such Securityholder has the Securities right to vote (or direct the voting of such shares), and to provide evidence thereof within ten (10) days prior to the meeting): specifically including all shares shown as owned directly or beneficially by such Securityholder on Exhibit A attached hereto or acquired subsequently hereto: (i) in favor of approval of the Transaction, the Merger Agreement and the transactions contemplated thereby and any matter that could reasonably be expected to facilitate the Transaction; (ii) in favor of any alternative structure as may be agreed upon by SNS German American and the Company to effect the Transaction; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder from a financial point of view than the terms of the Transaction set forth in the Merger Agreement (including, without limitation, with respect to the consideration to be received by the Securityholder); and (iii) against the consummation of any Superior Proposal proposal looking toward the acquisition of control of the Company by any party not affiliated with German American, or any action, proposal, agreement or transaction (other than the Transaction, the Merger Agreement or the transactions contemplated thereby) that in any such case would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, which could reasonably result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled or which would be inconsistent with the Transaction or any other transaction contemplated by the Merger Agreement. Prior to the Expiration Date, the Securityholder will not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with this Section 2. In addition, prior to the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS or any of its affiliates with respect to an Acquisition Proposal or a potential Acquisition Proposal. This Agreement is intended to bind the Securityholder as a stockholder shareholder of the Company only with respect to the specific matters set forth herein. Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict the Securityholder from voting in his, her or its sole discretion on any matter other than those matters referred to in this Agreement.

Agreement to Vote. Prior to the Expiration Date, at every meeting of the stockholders shareholders of the Company called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders shareholders of the Company with respect to any of the following, the Securityholder agrees to vote (or cause to be voted) the Securitiesshares of Company Stock owned of record and beneficially by such Securityholder other than as a trustee of a benefit plan, andwhich shares shall include, without limitation, all shares owned by such Securityholder individually, all shares owned jointly by such Securityholder and such Securityholder’s spouse, all shares owned by such Securityholder by any minor children (or any trust for their benefit), all shares owned by any business of which such Securityholder is the principal shareholder (but in each such case only to the full extent legally permitted, cause holders of record of such Securityholder has the Securities right to vote (or direct the voting of such shares), and to provide evidence thereof within ten (10) days prior to the meeting): specifically including all shares shown as owned directly or beneficially by such Securityholder on Exhibit A attached hereto or acquired subsequently hereto: (i) in favor of approval of the TransactionMerger, the Merger Agreement and the transactions contemplated thereby and any matter that could reasonably be expected to facilitate the TransactionMerger; (ii) in favor of any alternative structure as may be agreed upon by SNS German American and the Company to effect the TransactionMerger; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder from a financial point of view than the terms of the Transaction Merger set forth in the Merger Agreement (including, without limitation, with respect to the consideration to be received by the Securityholder); and (iii) against the consummation of any Superior Proposal proposal looking toward the acquisition of control of the Company by any party not affiliated with German American, or any action, proposal, agreement or transaction (other than the TransactionMerger, the Merger Agreement or the transactions contemplated thereby) that in any such case would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, which could reasonably result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled or which would be inconsistent with the Transaction or any other transaction contemplated by the Merger Agreement. Prior to the Expiration Date, the Securityholder will not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with this Section 2. In addition, prior to the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS or any of its affiliates with respect to an Acquisition Proposal or a potential Acquisition Proposal. This Agreement is intended to bind the Securityholder as a stockholder shareholder of the Company only with respect to the specific matters set forth herein. Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict the Securityholder from voting in his, her or its sole discretion on any matter other than those matters referred to in this Agreement.

Agreement to Vote. Prior to the Expiration Date, at every At any meeting of the stockholders of Boolx xxxd after the Company called with respect date of this Agreement and prior to any of the followingTermination Date (as defined hereinafter), however called, and at every adjournment thereofor postponement thereof after the date of this Agreement and prior to the Termination Date, and on every action or approval by in connection with any written consent of the stockholders of Boolx xxxen after the Company with respect to any date of the following, the Securityholder agrees to vote the Securities, and, to the full extent legally permitted, cause holders of record of the Securities to vote (this Agreement and to provide evidence thereof within ten (10) days prior to the meeting): Termination Date, the Stockholder shall vote or cause to be voted all Subject Shares (ias defined below) in favor of the approval of the Transaction, Merger and each of the Merger other transactions contemplated by the Reorganization Agreement and in favor of the transactions contemplated thereby approval and adoption of the Reorganization Agreement, and any matter that could reasonably be expected to facilitate actions required in furtherance hereof and thereof. For purposes of this Agreement, "Subject Shares" shall mean all issued and outstanding shares of Boolx Xxxmon Stock owned (i) of record by the Transaction; Stockholder or (ii) beneficially by the Stockholder, where such Stockholder has sole voting power of such stock without consideration of any duty (fiduciary or otherwise) to another person, in either case, as of the record date fixed for such meeting or consent. Notwithstanding anything to the contrary contained in this Agreement, the "Subject Shares" shall not include, and the Stockholder shall not be deemed to be the beneficial owner of, any shares of Boolx Xxxmon Stock that the Stockholder may acquire upon exercise of any stock options (unless such option has been exercised and such shares have been issued to the Stockholder and are held by the Stockholder as of such record date). From the date of this Agreement through the Termination Date, the Stockholder hereby grants BMC an irrevocable proxy coupled with an interest to vote the Subject Shares in favor of any alternative structure as may be agreed upon by SNS the Merger and the Company to effect the Transaction; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder than the terms each of the Transaction set forth in the Merger Agreement (including, without limitation, with respect to the consideration to be received by the Securityholder); and (iii) against the consummation of any Superior Proposal or any action, proposal, agreement or transaction (other than the Transaction, the Merger Agreement or the transactions contemplated thereby) that in any such case would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, which could reasonably result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled or which would be inconsistent with the Transaction or any other transaction contemplated by the Merger Agreement. Prior to the Expiration Date, the Securityholder will not enter into any agreement or understanding with any Person to vote or give instructions Reorganization Agreement and in any manner inconsistent with this Section 2. In addition, prior to the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS or any of its affiliates with respect to an Acquisition Proposal or a potential Acquisition Proposal. This Agreement is intended to bind the Securityholder as a stockholder favor of the Company only with respect to approval and adoption of the specific matters set forth herein. Notwithstanding the foregoingReorganization Agreement, nothing and any actions required in this Agreement shall limit or restrict the Securityholder from voting in his, her or its sole discretion on any matter other than those matters referred to in this Agreementfurtherance hereof and thereof.

Agreement to Vote. Prior Each Company Stockholder, by this Agreement, with respect to its Securities, severally and not jointly, hereby agrees (and agrees to execute such documents and certificates evidencing such agreement as the Expiration DatePurchaser may reasonably request in connection therewith), if (and only if) the Approval Condition (as defined below) shall have been satisfied, to vote, at every any meeting of the stockholders of the Company called with respect to any of the followingCompany, and at every adjournment thereof, and on every in any action or approval by written consent of the stockholders of the Company, all of such Company with respect to any of the following, the Securityholder agrees to vote the Securities, and, to the full extent legally permitted, cause holders of record of the Stockholder’s Securities to vote (and to provide evidence thereof within ten (10) days prior to the meeting): (ia) in favor of the approval and adoption of the TransactionMerger Agreement, the transactions contemplated by the Merger Agreement and this Agreement, (b) in favor of any other matter reasonably necessary to the consummation of the transactions contemplated thereby by the Merger Agreement and considered and voted upon by the stockholders of the Company, (c) in favor of the approval and adoption of the Incentive Plan (as defined in the Merger Agreement), (d) in favor of the approval and adoption of the Restricted Stock Unit Agreement (as defined in the Merger Agreement), and (e) against (A) any Acquisition Proposal relating to an Alternative Transaction with respect to the Company and any matter and all other (x) proposals that could reasonably be expected to facilitate in any material respect delay or impair the Transaction; (ii) in favor ability of any alternative structure as may be agreed upon by SNS and the Company to effect the Transaction; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder than the terms of the Transaction set forth in consummate the Merger Agreement (including, without limitation, with respect to or any of the consideration to be received transactions contemplated by the Securityholder); Merger Agreement, or (y) which are in competition with or materially inconsistent with the Merger Agreement or the Ancillary Documents, and (iiiB) against the consummation of any Superior Proposal or any and all other action, proposal, agreement or transaction (other than the Transaction, the Merger Agreement or the transactions contemplated thereby) or proposal that in any such case would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or that would reasonably be expected to result in the failure of the transactions contemplated by the Merger Agreement from being consummated. Each Company Stockholder acknowledges receipt and review of a copy of the Merger Agreement. For purposes of this Agreement, which could reasonably result in any of “Approval Condition” shall mean that the conditions Merger Agreement shall not have been amended or modified to change the Company's obligations Merger Consideration payable under the Merger Agreement not being fulfilled or which would be inconsistent with the Transaction or any other transaction contemplated by the Merger Agreement. Prior to the Expiration Date, the Securityholder will not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with this Section 2. In addition, prior to the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS or any of its affiliates with respect to an Acquisition Proposal or a potential Acquisition Proposal. This Agreement is intended to bind the Securityholder as a stockholder of the Company only with respect to the specific matters set forth herein. Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict the Securityholder from voting in his, her or its sole discretion on any matter other than those matters referred to in this AgreementStockholders.

Agreement to Vote. Prior to Stockholder hereby agrees that, during the Expiration Datetime this Agreement is in effect, at every any meeting of the stockholders of the Company called with respect Company, however called, or any adjournment or postponement thereof, Stockholder shall be present (in person or by proxy) and vote (or cause to any be voted) all of its Voting Shares (a) in favor of (1) adoption of the followingPurchase Agreement, (2) approval of the transactions contemplated by the Initial Agreement and the Purchase Agreement, including the Sale, and at every adjournment thereof, and on every action (3) approval of any other matter that is required by applicable law or approval a governmental authority to be approved by written consent of the stockholders of the Company with respect to any of facilitate the following, transactions contemplated by the Securityholder agrees to vote the Securities, and, to the full extent legally permitted, cause holders of record of the Securities to vote (and to provide evidence thereof within ten (10) days prior to the meeting): (i) in favor of approval of the Transaction, the Merger Initial Agreement and the transactions contemplated thereby Purchase Agreement, including the Sale; and (b) against (1) any matter proposal involving any acquisition of the Company, any merger or consolidation with or involving the Company, or any acquisition of all or any portion of the stock of the Company (including without limitation, by tender offer) or for the acquisition of all or any portion of the assets of the Company (any such transaction being hereinafter referred to as an "Alternate Acquisition Proposal"), (2) any extraordinary dividend by the Company, (3) any change in the capital structure of the Company (other than any change in capital structure resulting from the Sale), (4) any liquidation or winding up of the Company and (5) any other action that could reasonably be expected to facilitate (i) impede, interfere with, delay, postpone or attempt to discourage or have the Transaction; effect of discouraging the consummation of the transactions contemplated by the Initial Agreement and the Purchase Agreement, including the Sale, (ii) in favor of any alternative structure as may be agreed upon by SNS and the Company to effect the Transaction; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder than the terms of the Transaction set forth in the Merger Agreement (including, without limitation, with respect to the consideration to be received by the Securityholder); and (iii) against the consummation of any Superior Proposal or any action, proposal, agreement or transaction (other than the Transaction, the Merger Agreement or the transactions contemplated thereby) that in any such case would result in a breach of any covenantof the covenants, representation representations, warranties or warranty other obligations or any other obligation or agreement agreements of the Company under the Merger Agreement, which could Purchase Agreement that would reasonably result in any be expected to have a material adverse effect on the Company or (iii) impair or adversely affect the respective abilities of the conditions Company and GSI to consummate the Company's obligations under the Merger Agreement not being fulfilled or which would be inconsistent with the Transaction or any other transaction transactions contemplated by the Merger Initial Agreement and the Purchase Agreement. Prior to , including the Expiration Date, the Securityholder will not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with this Section 2. In addition, prior to the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS or any of its affiliates with respect to an Acquisition Proposal or a potential Acquisition Proposal. This Agreement is intended to bind the Securityholder as a stockholder of the Company only with respect to the specific matters set forth herein. Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict the Securityholder from voting in his, her or its sole discretion on any matter other than those matters referred to in this AgreementSale.

Agreement to Vote. Prior to Beginning on the Expiration Datedate hereof until the Termination Date (as defined below), at every meeting of the stockholders of Company Stockholders, including any postponement, recess or adjournment thereof, or in any other circumstance, however called, the Company called Stockholder agrees to, and if applicable, to cause its controlled Affiliates to, affirmatively vote (including via proxy) or execute consents with respect to any (or cause to be voted (including via proxy) or consents to be executed with respect to) all of the followingOwned Shares, if any, and at every adjournment thereofany additional shares of Company Common Stock acquired by the Stockholder after the date hereof, including by reason of the exercise of the SBG Warrants or SBG Options, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, the Securityholder agrees to vote the Securities, and, to the full extent legally permitted, cause holders of record of the Securities to vote (and to provide evidence thereof within ten (10) days prior to the meeting): Termination Date (collectively, and together with the Owned Shares, if any, the “Covered Shares”) as follows: in favor of (i) in favor the adoption of approval of the Transaction, the Merger Agreement and the transactions contemplated thereby approval of the Company Merger and any matter that could reasonably be expected to facilitate the Transaction; (ii) in favor the approval of any alternative structure as may be agreed upon by SNS and proposal to adjourn or postpone any Company Stockholder Meeting to a later date if the Company to effect the Transaction; provided that proposes or requests such alternative structure is on terms postponement or adjournment in the aggregate no less favorable to the Securityholder than the terms accordance with Section 8.4(b) of the Transaction set forth in the Merger Agreement but, in each case, only to the extent that such Covered Shares are entitled to be voted on or consent to such proposal (includingclauses (i) and (ii) collectively, without limitationthe “Supported Matters”). The Stockholder agrees to be present, in person or by proxy, at every meeting of the Company Stockholders, including any postponement, recess or adjournment thereof, or in any other circumstance, however called, to vote on the Supported Matters (in the manner described in this Section 1.1) so that the Covered Shares, if any, will be counted for purposes of determining the presence of a quorum at such meeting, or otherwise cause the Covered Shares, if any, to be counted as present thereat for purposes of establishing a quorum, but, in each case, only if the Stockholder is the holder of Covered Shares as of the record date for the applicable meeting of the Company Stockholders. For the avoidance of doubt, other than with respect to the Supported Matters, the Stockholder does not have any obligation to vote the Covered Shares in any particular manner and, with respect to the consideration to be received by the Securityholder); and (iii) against the consummation of any Superior Proposal or any action, proposal, agreement or transaction such other matters (other than the TransactionSupported Matters), the Merger Agreement or the transactions contemplated thereby) that in any such case would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, which could reasonably result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled or which would Stockholder shall be inconsistent with the Transaction or any other transaction contemplated by the Merger Agreement. Prior to the Expiration Date, the Securityholder will not enter into any agreement or understanding with any Person entitled to vote or give instructions the Covered Shares in any manner inconsistent with this Section 2. In addition, prior to the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS or any of its affiliates with respect to an Acquisition Proposal or a potential Acquisition Proposal. This Agreement is intended to bind the Securityholder as a stockholder of the Company only with respect to the specific matters set forth herein. Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict the Securityholder from voting in his, her or its sole discretion on any matter other than those matters referred to in this Agreementdiscretion.

Agreement to Vote. Prior to the Expiration Date, at At every meeting of the stockholders of the Company Parent called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of the Company Parent with respect to any of the following, the Securityholder Stockholder agrees to vote the such Stockholder's Securities, and, to the full extent legally permitted, cause holders of record of the Securities to vote (and to provide evidence thereof within ten (10) days prior to the meeting): : (i) in favor of approval of the TransactionMerger Agreement, the Merger Agreement and Merger, the transactions contemplated thereby and any matter that could reasonably be expected to facilitate the TransactionMerger; (ii) in favor of any alternative structure as may be agreed upon by SNS Parent and the Company to effect the Transactionacquisition by Parent of the Company or of control of the Company; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder Parent's stockholders than the terms of the Transaction Merger set forth in the Merger Agreement (including, without limitation, with respect to the consideration to be received by the Securityholder)Agreement; and (iii) against the consummation of any Superior Proposal or any other action, proposal, agreement or transaction (other than the TransactionMerger, the Merger Agreement or the transactions contemplated thereby) that in any such case would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Parent under the Merger Agreement, which could reasonably result in any of the conditions to the CompanyParent's obligations under the Merger Agreement not being fulfilled or which would be inconsistent with the Transaction Merger or any other transaction contemplated by the Merger Agreement. Prior to the Expiration Date, the Securityholder Stockholder will not enter into any agreement or understanding with any Person person or entity to vote or give instructions in any manner inconsistent with this Section 2. In addition, prior to the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS or any of its affiliates with respect to an Acquisition Proposal or a potential Acquisition Proposal. This Agreement is intended to bind the Securityholder Stockholder as a stockholder of the Company Parent only with respect to the specific matters set forth herein. Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict the Securityholder from voting in his, her or its sole discretion on any matter other than those matters referred to in this Agreement.

Agreement to Vote. Prior to The Shareholder agrees that, from and after the Expiration Datedate hereof and until this Agreement shall have been terminated in accordance with Section 7, at every any meeting of the stockholders holders of either or both of the Company called common stock or preferred stock of Seller, however called, or in connection with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders holders of either or both of the Company with respect common stock or preferred stock of Seller, the Shareholder shall vote (or cause to any be voted) the Shares (a) in favor of: (i) the Transaction and the transactions provided for in the Purchase Agreement and (ii) adoption and approval of the following, the Securityholder agrees to vote the Securities, and, to the full extent legally permitted, cause holders Purchase Agreement and of record each of the Securities to vote other actions contemplated by the Purchase Agreement and (b) against the following actions (other than the Transaction and to provide evidence thereof within ten (10) days prior to the meetingtransactions provided for in the Purchase Agreement): (i) in favor of approval of the Transactionany extraordinary corporate transaction, the Merger Agreement and the transactions contemplated thereby and any matter that could reasonably be expected to facilitate the Transaction; such as a merger, consolidation, share exchange or other business combination involving Seller or Company, (ii) in favor any sale, lease or transfer of any alternative structure as may be agreed upon by SNS and the Company to effect the Transaction; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder than the terms a material amount of the Transaction set forth in the Merger Agreement (includingassets of Seller or Company, without limitationor any reorganization, with respect to the consideration to be received by the Securityholder); and recapitalization, dissolution or liquidation of Seller or Company, (iii) against any change in a majority or more of the consummation Persons who constitute the Board of Directors of Seller or Company, or (iv) any Superior Proposal other action or agreement involving Seller or Company, including any proposed amendment of the Company’s certificate of incorporation or bylaws which action, proposal, agreement or transaction (other than amendment results in the Transactionbreach in any material respect by Seller or Company of any representation, warranty or covenant contained in the Merger Purchase Agreement or which has the effect of impeding, interfering with, delaying, postponing, or impairing the ability of Seller or Company to consummate the Transaction or the transactions contemplated thereby) provided for in the Purchase Agreement. Notwithstanding the foregoing, nothing contained herein shall be construed to require the Shareholder to take any action or fail to take any action that the Shareholder determines in any such case good faith, after consulting with legal counsel, would result be in a breach violation of any covenantapplicable law or legal duty. The Shareholder agrees that, representation or warranty or any other obligation or agreement of from and after the Company under the Merger Agreement, which could reasonably result date hereof and until this Agreement shall have been terminated in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled or which would be inconsistent accordance with the Transaction or any other transaction contemplated by the Merger Agreement. Prior to the Expiration DateSection 7, the Securityholder will Shareholder shall not enter into any agreement or understanding with any Person to vote or give instructions the Shares in any manner inconsistent with this Section 2. In addition, prior to the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS or any of its affiliates with respect to an Acquisition Proposal or a potential Acquisition Proposal. This Agreement is intended to bind the Securityholder as a stockholder of the Company only with respect to the specific matters set forth herein. Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict the Securityholder from voting in his, her or its sole discretion on any matter other than those matters referred to in this Agreementherewith.

Agreement to Vote. Prior During the period commencing on the date hereof and ending on the earliest to occur of (a) the Effective Time and (b) such date and time as the Business Combination Agreement shall be terminated in accordance with Section 9.01 thereof (the “Expiration DateTime”), each Holder hereby irrevocably and unconditionally agrees (a) to vote, at every any meeting of the stockholders shareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting however called with respect to and including any adjournment or postponement thereof), and in any action by written resolution of the following, and at every adjournment thereof, and on every action or approval by written consent shareholders of the stockholders Company, all of the Subject Shares and any other equity securities of the Company with respect to any that such Holder holds of record or beneficially as of the followingdate of this Agreement (as identified on Schedule A attached hereto) or acquires record or beneficial ownership after the date hereof, including any securities convertible into or exercisable or exchangeable for shares of Company Capital Stock (collectively, the Securityholder agrees to vote the “Subject Company Equity Securities”), and, to the full extent legally permitted, cause holders of record of the Securities to vote (and to provide evidence thereof within ten (10) days prior to the meeting): (i) in favor of approval the Company Proposals; (ii) to authorize and approve any amendment or amendments to the Company Articles of Incorporation or other organizational documents of the TransactionCompany that are reasonably necessary for purposes of effecting the Transactions contemplated by the Business Combination Agreement, and (iii) against, and withhold consent with respect to, (A) any issuance or acquisition of shares of capital stock or other equity securities of the Merger Company, merger, purchase of all or substantially all of the Company’s assets or other business combination transaction involving the Company (other than the Business Combination Agreement and the transactions contemplated thereby Merger), (B) any change in the business, management or board of directors of the Company (other than in connection with the Business Combination Agreement and the Transactions) and (C) any matter other matter, action or proposal that could would reasonably be expected to facilitate the Transaction; (iix) in favor of any alternative structure as may be agreed upon by SNS and the Company to effect the Transaction; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder than the terms of the Transaction set forth in the Merger Agreement (including, without limitation, with respect to the consideration to be received by the Securityholder); and (iii) against the consummation of any Superior Proposal or any action, proposal, agreement or transaction (other than the Transaction, the Merger Agreement or the transactions contemplated thereby) that in any such case would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Company’s covenants, agreements or obligations under the Merger Business Combination Agreement, which could reasonably (y) result in any of the conditions to the Company's obligations under Closing set forth in Section 8.01 or Section 8.02 of the Merger Business Combination Agreement not being fulfilled satisfied or which would be inconsistent with (z) impede, frustrate, prevent or nullify any provision of this Agreement or the Transaction or any other transaction contemplated by the Merger Agreement. Prior to the Expiration Date, the Securityholder will not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with this Section 2. In addition, prior to the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS Business Combination Agreement or any of its affiliates with the transactions contemplated hereby or thereby; and (b) if a meeting is held in respect to an Acquisition Proposal or a potential Acquisition Proposal. This Agreement is intended to bind the Securityholder as a stockholder of the Company only with respect to the specific matters set forth herein. Notwithstanding in clause (a), to appear at the foregoingmeeting, nothing in this Agreement shall limit person or restrict the Securityholder from voting in hisby proxy, her or its sole discretion on any matter other than those matters referred otherwise cause all of Holder’s Subject Company Equity Securities to in this Agreementbe counted as present thereat for purposes of establishing a quorum.