Common use of Agreement to Vote Clause in Contracts

Agreement to Vote. Prior to the Termination Date (as defined herein), the Stockholder, in its capacity as a stockholder of Parent, irrevocably and unconditionally agrees that, at the Parent Meeting, at any other meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of Parent (the date of the taking of any such action being an applicable “Determination Date”), the Stockholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of approval of the Parent Share Issuance and the transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, all of the Stockholder’s Covered Shares against any Parent Acquisition Proposal and any other action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement. The obligations of the Stockholder specified in this Section 1 shall apply whether or not the Parent Share Issuance or any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation Change.

Agreement to Vote. Prior (a) Each Stockholder hereby agrees with Liberty to attend the Termination Date Special Meeting of the Company (as defined herein), the Stockholder, in its capacity as a stockholder of Parent, irrevocably and unconditionally agrees that, at the Parent Meeting, at or any other meeting of stockholders of the Company at which the Merger Proposal is to be submitted to a vote of the stockholders of Parent the Company), in person or by proxy, and to vote (whether annual or special cause to be voted) all Shares and whether any other voting securities of the Company (including any such securities acquired hereafter) that such Stockholder has the right to vote or not an adjourned direct the voting as of the applicable record date (collectively, the "Covered Shares"), for approval and adoption of the Merger Agreement, the Merger and any related action reasonably required in furtherance thereof and duly submitted to a vote of the stockholders at the Special Meeting or postponed meetingany other meeting of stockholders of the Company, however called and including such agreement to vote to apply also to any adjournment or adjournments or postponement thereof) and or postponements of the Special Meeting (or any such other meeting). Each Stockholder hereby further agrees with Liberty that he, she or it shall, from time to time, in connection with any consent or proxy solicitation relating to the Merger Agreement, timely execute and deliver (or cause to be timely executed and delivered) a written consent of stockholders of Parent (the date or proxy with respect to any Covered Shares in favor of the taking approval and adoption of any such action being an applicable “Determination Date”)the Merger Agreement, the Stockholder shall, Merger and shall cause any other holder of record of any of related action reasonably required in furtherance thereof as contemplated by the Stockholder’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum;immediately preceding sentence. (b) Each Stockholder hereby agrees with Liberty to vote (or execute and return an action by written consent), or cause to be voted voted) any Covered Shares against any Alternative Proposal and any related action reasonably required in furtherance thereof, at any meeting of stockholders of the Company (including any adjournments or postponements thereof) called to consider and vote on any Alternative Proposal. Each Stockholder further agrees with Liberty that, in connection with any consent or proxy solicitation relating to a Alternative Proposal, such meeting Stockholder will timely execute and deliver (or validly execute and return and cause such consent to be granted timely executed and delivered) a written consent or proxy with respect to), all of the Stockholder’s to any Covered Shares owned against any Alternative Proposal as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of approval of the Parent Share Issuance and the transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance and the other transactions contemplated by the Merger Agreement, including the Merger; andimmediately preceding sentence. (c) vote To the extent inconsistent with the foregoing provisions of this Section 1, each Stockholder acknowledges and agrees with Liberty that such Stockholder hereby revokes any and all previous proxies with respect to such Stockholder's Covered Shares. (d) Notwithstanding any other provision of this Agreement, nothing contained herein shall (i) restrict, limit or execute and return an prohibit in any manner any Stockholder (including in such Stockholder's representative capacity) who is a director or officer of the Company, any Subsidiary of the Company or of Tokyo or any Subsidiary of Tokyo, from taking any action by written consent)or omitting to act in his capacity as such a director or officer or (ii) require any Stockholder (including in such Stockholder's representative capacity) to, or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect seek to, all cause any director or officer of the Stockholder’s Covered Shares against Company, any Parent Acquisition Proposal and any other action that would reasonably be expected to materially impede, interfere with, delay, postpone Subsidiary of the Company or adversely affect the Merger of Tokyo or any Subsidiary of the other transactions contemplated by the Merger Agreement Tokyo, to take or result omit to take any action in his capacity as such a breach of any covenant, representation director or warranty or other obligation or agreement of Parent under the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement. The obligations of the Stockholder specified officer; provided that nothing in this Section 1 1(d) shall apply whether or not the Parent Share Issuance or be deemed to relieve any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation ChangeStockholder from such Stockholder's obligations under Sections 1, 2 and 3 of this Agreement.

Agreement to Vote. Prior (a) From the period commencing with the date of this Agreement and continuing until the termination of this Agreement pursuant to the Termination Date (as defined herein)Section 4.11, the Stockholder, in its capacity as a stockholder of Parent, irrevocably and unconditionally Shareholder agrees that, at the Parent Meeting, that at any other meeting of the stockholders shareholders of Parent (whether annual FSI called to seek the FSI Shareholder Approvals or special and whether in any other circumstances upon which a vote, consent or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of Parent (the date other approval of the taking of any such action being an applicable “Determination Date”)Shareholder with respect to the Merger Agreement, the Stockholder shall, and shall cause any other holder issuance of record of Merger Shares or any of the Stockholder’s Covered Shares to: (a) when such meeting other transactions contemplated by the Merger Agreement is heldsought, appear at such meeting or otherwise the Shareholder shall cause the Stockholder’s Covered its Subject Shares to be counted as present thereat in person or by proxy for the purpose purposes of establishing constituting a quorum; (b) vote (or execute quorum and return an action by written consent)vote, or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to)voted, all of the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any including by executing a written consent is executed if requested by the Stockholder) FSI, its Subject Shares in favor of granting the FSI Shareholder Approvals and any other actions presented to the shareholders of FSI that are necessary and desirable in connection with the FSI Shareholder Approvals and the Merger Agreement, the issuance of Merger Shares or any of the other transactions contemplated by the Merger Agreement. (b) From the period commencing with the date of this Agreement and continuing until the termination of this Agreement pursuant to Section 4.11, the Shareholder agrees that at any meeting of the shareholders of FSI or in any other circumstances upon which a vote, consent or other approval of the Parent Share Issuance Shareholder is sought, the Shareholder shall cause its Subject Shares to be present in person or by proxy for purposes of constituting a quorum and the transactions contemplated thereby and vote, or cause to be voted, including by executing a written consent if requested by FSI, its Subject Shares against (A) any Alternative Transaction or any other matters necessary action, agreement or reasonably requested by proposal made in opposition to or in competition with the Company for consummation of the Parent Share Issuance and issuance of Merger Shares or any of the other transactions contemplated by the Merger Agreement, including the Merger; and (cB) vote (any action, agreement or execute and return an action by written consent), proposal involving FSI or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, all any of the Stockholder’s Covered Shares against any Parent Acquisition Proposal and any other action its Subsidiaries that would reasonably be expected to materially result in a breach of any covenant, representation or warranty of FSI, Merger Sub I or Merger Sub II under the Merger Agreement and (C) any amendment of the certificate of incorporation or bylaws of FSI or any other action, agreement or proposal involving FSI or any of its Subsidiaries that would in any manner impede, interfere withfrustrate, delay, postpone prevent or adversely affect nullify any provision of the Merger Agreement, the issuance of Merger Shares or any of the other transactions contemplated by the Merger Agreement or result change in a breach any manner the voting rights of any covenantclass of the capital shares of FSI. (c) From the period commencing with the Effective Date and continuing until the termination of this Agreement pursuant to Section 4.11, the Shareholder agrees to vote, or cause to be voted, the Subject Shares, from time to time and at all times (unless FSI otherwise consents in writing), in whatever manner recommended by FSI’s Board of Directors as reflected in any FSI proxy or information statement in connection with such vote. The Shareholder shall be present in person or represented by proxy at all meetings of shareholders of FSI so that the Subject Shares may be counted for the purpose of determining the presence of a quorum at such meetings. The Shareholder shall not commit or agree to take any action inconsistent with any provision of this Section 3.01(c). (d) The Shareholder shall not commit or agree to take any action inconsistent with any provision of Sections 3.01(a)-(b). (e) The Shareholder hereby covenants and agrees that, except for this Agreement, such Shareholder (i) has not entered into, and shall not enter into at any time while the Merger Agreement remains in effect, any voting agreement or voting trust with respect to the Subject Shares of such Shareholder, (ii) has not granted, and shall not grant at any time while the Merger Agreement remains in effect, a proxy, consent or power of attorney with respect to the Subject Shares of such Shareholder (except pursuant to any irrevocable proxy card delivered to the Company directing that the Subject Shares of such Shareholder be voted in accordance with this Section 3.01) and (iii) has not taken and shall not knowingly take any action that would make any representation or warranty of such Shareholder contained herein untrue or other obligation incorrect or agreement have the effect of Parent preventing or disabling such Shareholder from performing any of its obligations under the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement. The obligations Shareholder hereby represents that all proxies, powers of attorney, instructions or other requests given by such Shareholder prior to the execution of this Agreement in respect of the Stockholder specified in this Section 1 voting of such Shareholder’s Subject Shares, if any, are not irrevocable and such Shareholder hereby revokes (and shall apply whether cause to be revoked) any and all previous proxies, powers of attorney, instructions or not the Parent Share Issuance or any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation Changeother requests with respect to such Shareholder’s Subject Shares.

Agreement to Vote. Prior to the Termination Date (as defined herein)Date, the Stockholder, in its capacity as a stockholder of Parent, Holder irrevocably and unconditionally agrees that, at the Parent Meetingthat such Holder shall, at any other meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting), however called and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of Parent (the date called, of the taking of any such action being an applicable “Determination Date”), the Stockholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to: (a) when such meeting is heldParent Stockholders, appear at such meeting or otherwise cause the Stockholder’s Covered Shares Securities to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute quorum and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of approval of the Parent Share Issuance and the transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) vote (or execute and return an action by written consent)vote, or cause to be voted at such meeting, or validly execute and return and cause such by written consent to be granted in connection with respect toany written consent of the Parent Stockholders, all Covered Securities: (a) in favor of the Stockholder’s Covered Shares approval of the issuance of shares of Parent Class A Common Stock in connection with the Initial Merger and any other proposal considered and voted upon by the Parent Stockholders at any Parent Stockholders’ Meeting necessary for consummation of the transactions contemplated by the Merger Agreement, including the Mergers; and (b) (i) against any Parent Acquisition Proposal and Proposal, (ii) against any other action that would reasonably be expected to materially impede, interfere with, delay, postpone with or adversely affect delay the Merger consummation of the Mergers or any of the other transactions contemplated by the Merger Agreement or this Agreement or any transaction that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of Parent or any of its Subsidiaries under the Merger Agreement or result and (iii) in a breach favor of any covenantproposal to adjourn or postpone the Parent Stockholders’ Meeting to a later date if there are not sufficient votes to approve the Stock Issuance. Any attempt by the Holder to vote, representation consent or warranty express dissent with respect to (or other obligation otherwise to utilize the voting power of) the Covered Securities in contravention of this Section 3.1 shall be null and void ab initio. If the Holder is the Beneficial Owner, but not the holder of record, of any Covered Securities, the Holder agrees to take all actions necessary to cause the holder of record and any nominees to vote (or agreement exercise a consent with respect to) all of such Covered Securities in accordance with this Section 3.1. Notwithstanding anything to the Stockholder contained contrary in this Agreement, the Holder shall remain free to vote (or execute consents or proxies with respect to) the Covered Securities with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner the Holder deems appropriate. The Notwithstanding anything in clause (a) or (b) above, if at any time prior to receipt of the Parent Stockholder Approval, a Parent Adverse Change Recommendation in compliance with Section 5.4 of the Merger Agreement occurs, the obligations of the Stockholder specified Holder with respect to the Covered Securities held by the Holder under this Agreement shall be modified such that such obligations shall only bind the Holder with respect to a number of shares of Parent Class A Common Stock and shares of Parent Class B Common Stock held by the Holder equal to the number of shares of Parent Class A Common Stock and shares of Parent Class B Common Stock that would, together with the shares of Parent Class A Common Stock and shares of Parent Class B Common Stock held by the other holders subject to the other Voting Agreements, in the aggregate represent 29.9% of the total voting power of the outstanding shares of Parent Class A Common Stock and Parent Class B Common Stock entitled to vote on the Stock Issuance as of the applicable record date (rounded down to the nearest whole share). Any reduction in the number of Covered Securities of the Holder subject to the obligations under this Section 1 Agreement pursuant to the foregoing sentence shall apply whether or not be made on a pro rata basis in proportion to the Parent Share Issuance or any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation Changerespective voting power of the Holder and such other holders subject to the other Voting Agreements as of the applicable record date (in each case rounded down to the nearest whole share).

Agreement to Vote. Prior (a) From the period commencing with the execution and delivery of this Agreement and continuing until the termination of this Agreement pursuant to the Termination Date (as defined herein)Section 4.11, the Stockholder, in its capacity as a stockholder of Parent, irrevocably and unconditionally each Stockholder agrees that, at the Parent Meeting, : (i) at any other meeting of the stockholders of Parent (whether annual called to seek the Parent Stockholder Approval or special and whether in any other circumstances upon which a vote, consent or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection other approval of such Stockholder with any written consent of stockholders of Parent (respect to the date of the taking of any such action being an applicable “Determination Date”)Merger Agreement, the Stockholder shall, and shall cause any other holder of record of Parent Share Issuance or any of the Stockholder’s Covered Shares to: (a) when other transactions contemplated by the Merger Agreement is sought, such meeting is held, appear at such meeting or otherwise Stockholder shall cause the Stockholder’s Covered its Subject Shares to be counted as present thereat in person or by proxy for the purpose purposes of establishing constituting a quorum; (b) vote (or execute quorum and return an action by written consent)vote, or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to)voted, all of the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any including by executing a written consent is executed if requested by the Stockholder) Company, its Subject Shares in favor of approval granting the Parent Stockholder Approval and any other actions presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Merger Agreement, the Parent Share Issuance and or any of the other transactions contemplated thereby and by the Merger Agreement; and (ii) at any meeting of the stockholders of Parent or in any other matters necessary circumstances upon which a vote, consent or reasonably other approval of such Stockholder is sought, such Stockholder shall cause its Subject Shares to be present in person or by proxy for purposes of constituting a quorum and vote, or cause to be voted, including by executing a written consent if requested by the Company for Company, its Subject Shares against (A) any Parent Acquisition Proposal or any other action, agreement or proposal made in opposition to or in competition with the consummation of the Parent Share Issuance and or any of the other transactions contemplated by the Merger Agreement, including the Merger; and (cB) vote (any action, agreement or execute and return an action by written consent), proposal involving Parent or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, all any of the Stockholder’s Covered Shares against any Parent Acquisition Proposal and any other action its Subsidiaries that would reasonably be expected to materially result in a breach of any covenant, representation or warranty of Parent, Merger Sub or Merger Sub II under the Merger Agreement and (C) any amendment of the certificate of incorporation or bylaws of Parent or any other action, agreement or proposal involving Parent or any of its Subsidiaries that would in any manner impede, interfere withfrustrate, delay, postpone prevent or adversely affect nullify any provision of the Merger Agreement, the Parent Share Issuance or any of the other transactions contemplated by the Merger Agreement or result change in a breach any manner the voting rights of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement class of the capital stock of Parent. (b) Each Stockholder contained in this Agreement. The obligations of the Stockholder specified in this Section 1 shall apply whether not commit or not the Parent Share Issuance or agree to take any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation Changeinconsistent with any provision of Section 3.01(a).

Agreement to Vote. Prior to the Termination Date (as defined herein), the Stockholder, in its capacity as a stockholder of Parent, irrevocably a) At each and unconditionally agrees that, at the Parent Meeting, at any other every meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meetingheld prior to the Termination Date, however called called, and including any at every adjournment or postponement thereof) and thereof prior to the Termination Date, or in connection with any each and every written consent of of, or any other action by, the stockholders of Parent (given or solicited prior to the date of the taking of any such action being an applicable “Determination Termination Date”), the each Stockholder shallwill vote or provide a consent with respect to, and or shall cause any other the holder of record of on any of the Stockholder’s Covered Shares to: (a) when such meeting is held, appear at such meeting applicable record date to vote or otherwise cause the Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing provide a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Covered Subject Shares owned as of the record date for such meeting entitled to vote or to consent thereon (or the date that any written consent is executed by the Stockholderi) in favor of approval the adoption of the Merger Agreement, the issuance of Parent Share Issuance and Shares to the transactions contemplated thereby Company Stockholders pursuant to the terms of the Merger Agreement, and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance and the other transactions actions contemplated by the Merger Agreement, including the Merger; and Parent Stockholder Proposals, and (cii) vote (or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, all of the Stockholder’s Covered Shares against any Parent Acquisition Proposal and amendment of Parent’s certificate of incorporation or bylaws or any other action that would reasonably be expected proposal or transaction involving Parent, the effect of which amendment or other proposal or transaction is to materially impede, interfere with, delay, postpone impair, prevent or adversely affect nullify the Merger or any of the other transactions contemplated by the Merger Agreement or change in any manner the voting rights of any capital stock of Parent, and against any other action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of Parent or its stockholders under the Merger Agreement. Notwithstanding any other provision of this Agreement, each Stockholder’s obligations under this Section 2.2(a) shall not extend to any modification or amendment to the Merger Agreement or result unless such stockholder otherwise agrees in a breach of subsequent writing. (b) No Stockholder will enter into any covenantagreement with any Person (other than the Company) prior to the Termination Date (with respect to periods prior to or after the Termination Date) directly or indirectly to vote, representation consent, grant any proxy or warranty or other obligation or agreement give instructions with respect to the voting of, the Subject Shares in respect of the Stockholder matters described in Section 2.2(a) hereof, or the effect of which would be inconsistent with or violate any provision contained in this AgreementSection 2.2. The obligations Any vote or consent (or withholding of the consent) by any Stockholder specified that is not in accordance with this Section 1 shall apply whether or not the Parent Share Issuance or any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation Change2.2 will be considered null and void,.

Agreement to Vote. Prior Subject to the earlier termination of this Agreement in accordance with Section 4, the Shareholder, in its capacity as a shareholder or proxy holder of the Company, irrevocably and unconditionally agrees that it shall, and shall cause any other holder of record of the Shareholder’s Covered Shares to, validly execute and deliver to the Company, on (or effective as of) the fifth (5th) day following the date that the notice of the Company Annual and Special Meeting is delivered by the Company, the voting proxy in substantially the form attached hereto as Exhibit A in respect of all of the Shareholder’s Covered Shares. In addition, prior to the Termination Date (as defined herein), the StockholderShareholder, in its capacity as a stockholder shareholder or proxy holder of Parentthe Company, irrevocably and unconditionally agrees that, at the Parent Meeting, at any other meeting of the stockholders shareholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of Parent (the date shareholders of the taking of any such action being an applicable “Determination Date”)Company, the Stockholder Shareholder shall, and shall cause any other holder of record of any of the StockholderShareholder’s Covered Shares to: (a) if and when such meeting is held, appear at such meeting or otherwise cause the StockholderShareholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting consent (or validly execute and return and cause such consent to be granted with respect tovote, in person or by proxy), all of the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of approval of the Parent Share Issuance and the transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect toto (or cause to be voted at such meeting), all of the StockholderShareholder’s Covered Shares owned as of the date that any written consent is executed by the Shareholder (or the record date for such meeting) in favor of the Company Transaction Proposals, as set forth on Exhibit A hereto; (c) execute and return an action by written consent (or vote, in person or by proxy), or validly execute and return and cause such consent to be granted with respect to (or cause to be voted at such meeting), all of the Shareholder’s Covered Shares against (A) any Parent Acquisition Company Business Combination or any Company Business Combination Proposal (as defined below) (in each case, other than the Transactions) and any other action or agreement that would reasonably be expected to (i) frustrate the purposes of, or materially impede, interfere with, delay, postpone or adversely affect the Merger or any of Transactions (including the other transactions contemplated by the Merger Agreement or result in a breach of any covenantconsummation thereof), representation or warranty or other obligation or agreement of Parent under the Merger Agreement or (ii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Company under the Merger Agreement or cause any of the conditions to Closing set forth in Article VII of the Merger Agreement not to be fulfilled or (iii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Shareholder contained in this Agreement. The obligations Agreement and (B) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of all or substantially all assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company; and (d) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents or otherwise sought in furtherance of the Stockholder specified Transactions, vote, consent or approve (or cause to be voted, consented or approved) all of the Shareholder’s Covered Shares owned at such time in this Section 1 shall apply whether or not the Parent Share Issuance or any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation Changefavor thereof.

Agreement to Vote. Prior Subject to the Termination Date (as defined herein)earlier termination of this Agreement in accordance with Section 4, the StockholderShareholder, solely in its capacity as a stockholder shareholder of Parentthe Company, irrevocably and unconditionally agrees that, at the Parent Meeting, at any other meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of Parent (the date of the taking of any such action being an applicable “Determination Date”), the Stockholder that it shall, and shall cause any other holder of record of any of the StockholderShareholder’s Covered Shares to, validly execute and deliver to the Company a voting proxy in substantially the form attached hereto as Exhibit A (the “Voting Proxy”) in respect of all of the Shareholder’s Covered Shares, on (or effective as of) the fifth (5th) day following the date on which the notice of any meeting of the shareholders of the Company (the “Company Shareholders Meeting”) is delivered by the Company (or in connection with any request for written consent of the shareholders of the Company), for the purpose of approving any of the Company Shareholders Matters. In addition, prior to the Termination Date (as defined herein), the Shareholder, solely in its capacity as a shareholder or proxy holder of the Company, irrevocably and unconditionally agrees that, at any Company Shareholder Meeting (whether annual or special and whether or not adjourned or postponed and however called) and in connection with any written consent of shareholders of the Company to approve the Company Shareholder Matters, the Shareholder shall, and shall cause any other holder of record of any of the Shareholder’s Covered Shares to: (a) if and when such meeting Company Shareholders Meeting is held, appear at such meeting or otherwise cause the StockholderShareholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting consent (or validly execute and return and cause such consent to be granted with respect tovote, in person or by proxy), all of the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of approval of the Parent Share Issuance and the transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect toto (or cause to be voted at such meeting), all of the StockholderShareholder’s Covered Shares owned as of the date that any written consent is executed by the Shareholder (or the record date for such meeting) in favor of (i) the Merger and the adoption of the Business Combination Agreement, (ii) the Company Shareholder Matters, and (iii) any other matters necessary or reasonably requested by the Company for consummation of the Merger and the other transactions contemplated by the Business Combination Agreement; and (c) execute and return an action by written consent (or vote, in person or by proxy), or validly execute and return and cause such consent to be granted with respect to (or cause to be voted at such meeting), all of the Shareholder’s Covered Shares against any Parent Company Acquisition Proposal and any other action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Business Combination Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained Company under the Business Combination Agreement that would result in this Agreement. The obligations the failure of any condition set forth in Section 8.1, Section 8.2, or Section 8.3 of the Stockholder specified in this Section 1 shall apply whether or not the Parent Share Issuance or any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation ChangeBusiness Combination Agreement to be satisfied.

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

Agreement to Vote. Prior to From and after the Termination Date (as defined herein)date hereof until the Expiration Date, the Stockholder, in its capacity as a stockholder of Parent, irrevocably and unconditionally each Stockholder hereby agrees that, that at the Parent Meeting, Company Shareholders Meeting and at any other meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meetingthe Company, however called and called, including any adjournment adjournment, recess or postponement thereof) and , in connection with any written consent of the stockholders of Parent (the date Company and in any other circumstance upon which a vote, consent or other approval of all or some of the taking stockholders of any the Company is sought, such action being an applicable “Determination Date”), the Stockholder shall, and shall cause any other holder of record of any its Covered Shares to (in each case to the extent that such matters are submitted to the vote or written consent of the Stockholder’s stockholders of the Company and the Covered Shares to:are entitled to vote thereon or consent thereto): (a) when such meeting is held, appear at each such meeting or otherwise cause the Stockholder’s all of its Covered Shares to be counted as present thereat for purposes of calculating a quorum and respond to each request by the purpose of establishing a quorumCompany for written consent, if any; (b) vote (or execute and return an action by written consentcause to be voted), in person or by proxy, or deliver (or cause to be voted at such meeting (or validly execute and return and cause such delivered) a written consent to be granted with respect to)covering, all of the Stockholder’s its Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholderi) in favor of the approval and adoption of the Parent Share Issuance Merger Agreement, the Merger and the other transactions contemplated thereby (irrespective of any Change of Recommendation), and (ii) in favor of any other matters related proposal necessary or reasonably requested by to consummate the Company for consummation of the Parent Share Issuance Merger and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) vote (or execute and return an action by written consentcause to be voted), in person or by proxy, or deliver (or cause to be voted at such meeting, or validly execute and return and cause such delivered) a written consent to be granted with respect tocovering, all of the Stockholder’s its Covered Shares (i) against any Parent Acquisition Proposal and any other action action, proposal, transaction or agreement that would could reasonably be expected to materially (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of the Company contained in the Merger Agreement or of such Stockholder contained in this Agreement or in the Contribution Agreement (to the extent such Stockholder is a party thereto), or (B) impede, interfere with, delay, postpone or discourage, adversely affect or inhibit the timely consummation of the Merger or change in any manner the voting rights of any class of shares of the other transactions contemplated by Company (including any amendments to the Merger Agreement or result Organizational Documents), (ii) against any Competing Proposal, and (iii) against any change in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement composition of the Stockholder Board of Directors of the Company. (d) Notwithstanding anything to the contrary contained in this Section 2.1, Section 2.2 or elsewhere in this Agreement. The , the obligations of the any Stockholder specified in this Section 1 shall apply whether to vote, approve, appear, consent or not the Parent Share Issuance or otherwise undertake any action described above is recommended by Parent Board whatsoever in respect of its Covered Shares in accordance with this Agreement, shall be subject to and conditioned upon (i) Parent’s compliance in all material respects with its obligations under this Agreement and (ii) there not having occurred any Adverse Amendment or Parent Board has effected a Parent Adverse Recommendation ChangeWaiver (as defined Contribution Agreement) without the prior written consent of Xxxxxxx X. Xxxxxxx.

Agreement to Vote. Prior to the Termination Date (as defined herein), the Stockholder, in its capacity as a stockholder of Parent, irrevocably and unconditionally a) The Stockholder hereby agrees that, at during the Parent MeetingVoting Period, it shall vote (whether in person or by proxy) or execute consents, as applicable, with respect to the Subject Shares and any New Shares beneficially owned by the Stockholder as of the applicable record date (or cause to be voted or a consent to be executed with respect to the Subject Shares and any New Shares beneficially owned by the Stockholder as of the applicable record date) in favor of the approval of the Amended Merger Agreement, the Merger and the transactions contemplated therewith, at any other meeting of, however called, and at any adjournment or postponement thereof, or in connection with any proposed action by written consent of, the holders of any class or classes of capital stock of the stockholders Company at or in connection with which any of Parent such holders vote or execute consents with respect to any of the foregoing matters. (whether annual b) The Stockholder hereby agrees that, during the Voting Period, the Stockholder shall vote or special execute consents, as applicable, with respect to the Subject Shares and whether any New Shares beneficially owned by the Stockholder as of the applicable record date (or not an adjourned cause to be voted or postponed meeting, however called a consent to be executed with respect to the Subject Shares and including any New Shares beneficially owned by the Stockholder as of the applicable record date) against each of the matters set forth in clauses (i) or (ii) below at any meeting (or any adjournment or postponement thereof) and of, or in connection with any proposed action by written consent of, the holders of stockholders any class or classes of Parent (the date capital stock of the taking Company at or in connection with which any of any such action being an applicable “Determination Date”), the Stockholder shall, and shall cause any other holder of record of holders vote or execute consents with respect to any of the Stockholder’s Covered Shares tofollowing matters: (ai) when such meeting is heldany action, appear at such meeting proposal, transaction or otherwise cause the Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of approval of the Parent Share Issuance and the transactions contemplated thereby and any other matters necessary or reasonably requested by agreement involving the Company for consummation or any of the Parent Share Issuance and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, all of the Stockholder’s Covered Shares against any Parent Acquisition Proposal and any other action its subsidiaries that would reasonably be expected to materially to, in any material respect, prevent, impede, frustrate, interfere with, delay, postpone or adversely affect the Merger Merger; or (ii) any Acquisition Proposal, other than an Acquisition Proposal made by Parent. (c) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. (d) Except as set forth in clauses (a) and (b) of this Section 2.1, the Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any matter presented to the stockholders of the other transactions contemplated by Company. In addition, nothing in this Agreement shall give the Merger Agreement or result in a breach of Company the right to vote any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or result in a breach of Subject Shares at any covenant, representation or warranty or other obligation or agreement meeting of the Stockholder contained in this Agreement. The obligations of the Stockholder specified other than as provided in this Section 1 shall apply whether or not the Parent Share Issuance or any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation Change2.1.

Agreement to Vote. Prior to the Termination Date (as defined herein), the Stockholder, in its capacity as a stockholder of Parent, irrevocably and unconditionally agrees that, at the Parent Meeting, at any other meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof, including the Parent Stockholders Meeting) and in connection with any written consent of stockholders of Parent (or circumstances where the date vote of the taking of any such action being an applicable “Determination Date”)Parent’s stockholders is sought, the Stockholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of approval the issuance of shares of Parent Common Stock in connection with the Parent Share Issuance and the transactions contemplated thereby Merger and any other matters necessary or reasonably requested by the Company presented or proposed for consummation of the Parent Share Issuance Merger and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, all of the Stockholder’s Covered Shares (1) against any Parent Acquisition Proposal or any action which is a component of any Parent Acquisition Proposal; and (2) against any other action that would reasonably be expected to (A) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or Agreement, (B) change the voting rights of any class of capital stock of Parent, (C) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or otherwise prevent, impede, frustrate or nullify any provision of the Merger Agreement or (D) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement. The obligations of the Stockholder specified in this Section 1 shall apply whether or not the Parent Share Issuance Merger or any action described above is recommended by the Board of Directors of Parent or the Board or of Directors of Parent Board has effected a Parent Adverse Recommendation ChangeChange of Recommendation.

Agreement to Vote. Prior to The Stockholder hereby agrees that from and after the Termination Date (as defined herein), date hereof until the Stockholder, in its capacity as a stockholder termination of Parent, irrevocably and unconditionally agrees that, at the Parent Meetingthis Agreement, at any other duly called meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meetingClinical Data, however called and including any adjournment or postponement thereof) and in connection with any action by written consent of the stockholders of Parent (the date of the taking of any such action being an applicable “Determination Date”)Clinical Data, the Stockholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to: (a) when such if a meeting is held, appear at such the meeting and any adjournment or postponement thereof, in person or by proxy, or otherwise cause the Stockholder’s Covered Subject Common Shares over which the Stockholder has sole voting power (and use his best efforts to cause the Subject Common Shares over which the Stockholder has joint voting power) to be counted as present thereat for the purpose purposes of establishing a quorum; , and such Stockholder shall vote or consent the Subject Common Shares over which the Stockholder has sole voting power (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect toconsented the Subject Common Shares over which the Stockholder has joint voting power), all of the Stockholder’s Covered Shares owned as of the record date for such meeting in person or by proxy, (or the date that any written consent is executed by the Stockholdera) in favor of approval approving the issuance of shares of Clinical Data’s Common Stock pursuant to the Parent Share Issuance Merger and the transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for consummation each of the Parent Share Issuance and the other transactions and other matters specifically contemplated by the Merger Agreement, including (b) in favor of any proposal to adjourn any such meeting if necessary to permit further solicitation of proxies in the event there are not sufficient votes at the time of such meeting to approve the issuance of shares of Clinical Data’s Common Stock pursuant to the Merger; and , (c) vote (against any action or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, all agreement submitted for approval of the Stockholder’s Covered Shares against any Parent Acquisition Proposal and any other action stockholders of Clinical Data that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent Clinical Data under the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained under this Agreement and (d) except as otherwise agreed in this writing by the Company, against any action, agreement, transaction or proposal submitted for approval of the stockholders of Clinical Data that would reasonably be expected to result in any of the conditions to Clinical Data’s obligations under the Merger Agreement not being fulfilled or that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay or adversely affect the transactions contemplated by the Merger Agreement. The obligations of Any vote by the Stockholder specified that is not in accordance with this Section 1 1.1 shall apply whether be considered null and void. The Stockholder shall not enter into any agreement or not understanding with any person or entity prior to the Parent Share Issuance termination of this Agreement to vote or any action described above is recommended by Parent Board give instructions in a manner inconsistent with clauses (a), (b), (c) or Parent Board has effected a Parent Adverse Recommendation Change(d) of this Section 1.1.

Agreement to Vote. Prior to Each Stockholder hereby agrees that from and after the Termination Date (as defined herein), date hereof until the Stockholder, in its capacity as a stockholder termination of Parent, irrevocably and unconditionally agrees that, at the Parent Meetingthis Agreement, at any other duly called meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meetingClinical Data, however called and including any adjournment or postponement thereof) and in connection with any action by written consent of the stockholders of Parent (the date of the taking of any Clinical Data, such action being an applicable “Determination Date”), the Stockholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to: (a) when such if a meeting is held, appear at such the meeting and any adjournment or postponement thereof, in person or by proxy, or otherwise cause the Stockholder’s Covered Subject Common Shares over which such Stockholder has sole voting power (and use their best efforts to cause the Subject Common Shares over which such Stockholder has joint voting power) to be counted as present thereat for the purpose purposes of establishing a quorum; , and such Stockholder shall vote or consent the Subject Common Shares over which such Stockholder has sole voting power (b) vote (or execute and return an action by written consent), or cause to be voted at or consented the Subject Common Shares over which such meeting (or validly execute and return and cause such consent to be granted with respect toStockholder has joint voting power), all of the Stockholder’s Covered Shares owned as of the record date for such meeting in person or by proxy, (or the date that any written consent is executed by the Stockholdera) in favor of approval approving the issuance of shares of Clinical Data’s Common Stock pursuant to the Parent Share Issuance Merger and the transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for consummation each of the Parent Share Issuance and the other transactions and other matters specifically contemplated by the Merger Agreement, including (b) in favor of any proposal to adjourn any such meeting if necessary to permit further solicitation of proxies in the event there are not sufficient votes at the time of such meeting to approve the issuance of shares of Clinical Data’s Common Stock pursuant to the Merger; and , (c) vote (against any action or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, all agreement submitted for approval of the Stockholder’s Covered Shares against any Parent Acquisition Proposal and any other action stockholders of Clinical Data that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent Clinical Data under the Merger Agreement or of such Stockholder under this Agreement and (d) except as otherwise agreed in writing by the Company, against any action, agreement, transaction or proposal submitted for approval of the stockholders of Clinical Data that would reasonably be expected to result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this conditions to Clinical Data’s obligations under the Merger Agreement not being fulfilled or that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay or adversely affect the transactions contemplated by the Merger Agreement. The obligations of the Any vote by such Stockholder specified that is not in accordance with this Section 1 1.1 shall apply whether be considered null and void. Such Stockholder shall not enter into any agreement or not understanding with any person or entity prior to the Parent Share Issuance termination of this Agreement to vote or any action described above is recommended by Parent Board give instructions in a manner inconsistent with clauses (a), (b), (c) or Parent Board has effected a Parent Adverse Recommendation Change(d) of this Section 1.1.

Agreement to Vote. Prior Subject to the terms and conditions hereof, prior to the Termination Date (as defined hereinbelow), Company Shareholder, solely in its capacity as the Stockholdersole direct shareholder of each of New Pubco, Merger Sub and the Company, irrevocably and unconditionally agrees to (i) take, or cause to be taken, any and all action necessary or advisable for Company Shareholder to approve, in its capacity as a stockholder the sole record and beneficial owner of Parentthe Covered Shares, the transactions contemplated by the Business Combination Agreement and (ii) validly execute and deliver to New Pubco, Merger Sub and the Company in respect of all of the relevant Covered Shares, on (or effective as of) no later than the fifth (5th) Business Day following the date that the Registration Statement becomes effective, one or more written consents that will be solicited by New Pubco, Merger Sub or the Company, as the case may be, from Company Shareholder pursuant to the Business Combination Agreement to obtain the Company Shareholder Approval. In addition, prior to the Termination Date, Company Shareholder, solely in its capacity as the sole direct shareholder of each of New Pubco, Merger Sub and the Company, irrevocably and unconditionally agrees that, at the Parent Meeting, at any other meeting of the stockholders shareholders of Parent New Pubco, Merger Sub or the Company, as applicable (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) ), and in connection with any written consent of stockholders shareholders of Parent (New Pubco, Merger Sub or the date of the taking of any such action being an applicable “Determination Date”)Company, the Stockholder as applicable, Company Shareholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the Stockholder’s relevant Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or validly execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted validly executed and returned such written consent with respect to), all of the Stockholder’s relevant Covered Shares owned as of the record date for such meeting (or the date that any such written consent is to be executed by the Stockholderand returned) in favor of approval the Mergers and the adoption of the Parent Share Issuance Business Combination Agreement and the transactions contemplated thereby other Transaction Agreements to which it is a party and any other matters necessary or reasonably requested by New Pubco, Merger Sub or the Company for consummation of the Parent Share Issuance Mergers and the other transactions contemplated by the Merger Agreement, including Business Combination Agreement and the Mergerother Transaction Agreements; and (c) vote (or validly execute and return an action by written consent), or cause to be voted at such meeting, meeting (or validly execute and return and cause such consent to be granted validly executed and returned such written consent with respect to), all of the Stockholder’s relevant Covered Shares against any Parent Acquisition Proposal Company Business Combination, any proposal relating to a Company Business Combination and any other action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger Mergers or any of the other transactions contemplated by the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Business Combination Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Company under the Business Combination Agreement or any other Transaction Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Company Shareholder contained in this AgreementAgreement or result in any of the conditions to the Company’s obligations under the Business Combination Agreement or any Transaction Agreement not being fulfilled. The obligations of the Stockholder Company Shareholder specified in this Section 1 shall apply whether or not the Parent Share Issuance Mergers or any action described above is recommended by Parent Board the respective boards of directors (if any) or Parent Board other applicable governing body of New Pubco, Merger Sub or the Company, as the case may be, or any previous such recommendation has effected a Parent Adverse Recommendation Changebeen withdrawn or changed by the relevant board of directors.

Agreement to Vote. Prior Until the earliest to occur of (a) the Termination Date Effective Time, (b) receipt of the Parent Shareholder Approval, and (c) such date and time as the Merger Agreement is validly terminated pursuant to Section 8 thereof (as defined hereinapplicable, the “Expiration Time”), the Stockholder, in its capacity as a stockholder of Parent, irrevocably and unconditionally agrees that, at the Parent Meeting, at any other every meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meetingShareholders, however called and called, including any adjournment or postponement thereof) , and in connection with any action proposed to be taken by written consent of stockholders the Parent Shareholders, at or in which the approval of the authorization of the Parent Board to issue and allot all Parent Ordinary Shares, which shall be represented by Parent ADSs, to be issued in connection with the Merger (the date of the taking of any such action being an applicable “Determination DateIssuance”) is to be voted on (and at every adjournment or postponement thereof), the Stockholder shall, and Shareholder shall cause any other (i) if a holder of record of any Parent Ordinary Shares, vote (including via proxy) all of the StockholderShareholder’s Covered Shares to: in accordance with the Parent Recommendation, on or before 48 hours prior to any meeting of Parent Shareholders, and (aii) when such meeting is heldif a holder of Parent ADSs, appear at such meeting or otherwise cause instruct the Stockholderregistered holder/depositary to vote all of the Shareholder’s Covered Shares to be counted as present thereat for in accordance with the purpose of establishing a quorum; (b) vote (or execute Parent Recommendation and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted in accordance with respect to), all of the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of approval voting procedures of the Parent Share Issuance and ADSs applicable to any general meeting of Parent Shareholders on or before the transactions contemplated thereby and fifth (5th) business day prior to any meeting of Parent Shareholders or such other matters necessary or reasonably requested period as may be required by the Company depositary for consummation of the Parent Share Issuance ADSs. Until the Expiration Time, the Shareholder agrees that the Shareholder will not in the Shareholder’s capacity as a shareholder of Parent bring, commence, institute, maintain, prosecute or voluntarily aid any Action, which (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by the Shareholder, either alone or together with the other transactions contemplated by shareholder voting agreements and proxies to be delivered in connection with the execution of the Merger Agreement, including or the Merger; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, all approval of the Stockholder’s Covered Shares against any Parent Acquisition Proposal and any other action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or result in a breach of by the Parent Board, breaches any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement fiduciary duty of the Stockholder contained in this Agreement. The obligations of the Stockholder specified in this Section 1 shall apply whether or not the Parent Share Issuance or any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation Changeany member thereof.

Agreement to Vote. Prior Subject to the Termination Date (as defined herein)earlier termination of this Agreement in accordance with Section 4, the each Stockholder, in his, her or its capacity as a stockholder of ParentPubco, irrevocably and unconditionally agrees that, at the Parent Meeting, at any other meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meetingPubco, however called called, and including any at every adjournment or postponement thereof) , and in connection with any written action by consent of the stockholders of Parent (the date of the taking of any Pubco, such action being an applicable “Determination Date”), the Stockholder shall, and shall cause any other holder of record of any of the such Stockholder’s Covered Shares to: (a) a. when such meeting is held, appear at such meeting or otherwise cause the such Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent)b. vote, or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to)voted, all of the such Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the such Stockholder) in favor of approval the Merger and the adoption of the Parent Share Issuance and the transactions contemplated thereby Merger Agreement and any other matters necessary or reasonably requested by the Company for as to which Pubco solicits proxies from its stockholder in connection with consummation of the Parent Share Issuance Merger and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) vote (or execute and return an action by written consent)c. vote, or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect tovoted, all of the such Stockholder’s Covered Shares against any Parent Acquisition Proposal and any other action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent Pubco under the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the such Stockholder contained in this Agreement. The obligations of the Stockholder Stockholders specified in this Section 1 shall apply whether or not approval of the Parent Share Issuance Merger or any action described above is recommended by Parent the Pubco Board or Parent the Pubco Board has effected a Parent Adverse Recommendation Changepreviously recommended approval of the Merger but changed such recommendation.

Agreement to Vote. Prior to (a) Each of the Termination Date (as defined herein), the Stockholder, in its capacity as a stockholder of Parent, irrevocably and unconditionally Stockholders hereby agrees that, at during the Parent MeetingVoting Period, at such Stockholder shall vote or execute consents, as applicable, with respect to the Owned Shares and any other meeting New Shares beneficially owned by him as of the stockholders of Parent applicable record date (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of Parent (the date of the taking of any such action being an applicable “Determination Date”), the Stockholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such a consent to be granted executed with respect to), all of to the Stockholder’s Covered Owned Shares and any New Shares beneficially owned by him as of the applicable record date for such meeting (or the date that any written consent is executed by the Stockholderdate) in favor of the approval of the Parent Share Issuance Merger Agreement and the transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) vote at any meeting (or execute and return an any adjournment or postponement thereof) of, or in connection with any proposed action by written consent)consent of, the holders of any class or classes of capital stock of the Company at or in connection with which any of such holders vote or execute consents with respect to any of the foregoing matters. (b) Each of the Stockholders hereby agrees that, during the Voting Period, such Stockholder shall vote or execute consents, as applicable, with respect to the Owned Shares and any New Shares beneficially owned by him as of the applicable record date (or cause to be voted at such meeting, or validly execute and return and cause such a consent to be granted executed with respect to, all to the Owned Shares and any New Shares beneficially owned by him as of the Stockholder’s Covered Shares applicable record date) against each of the matters set forth in clauses (i), (ii) or (iii) below at any Parent Acquisition Proposal and meeting (or any other adjournment or postponement thereof) of, or in connection with any proposed action by written consent of, the holders of any class or classes of capital stock of the Company at or in connection with which any of such holders vote or execute consents with respect to any of the following matters: (i) any action, proposal, transaction or agreement involving the Company or any of its subsidiaries that would reasonably be expected to materially to, in any material respect, prevent, impede, frustrate, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement Agreement; or (ii) any Acquisition Proposal, other than an Acquisition Proposal made by Parent. (c) Any vote required to be cast or result consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a breach quorum is present (if applicable) and for purposes of any covenant, representation recording the results of that vote or warranty or other obligation or agreement of Parent under the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder consent. Nothing contained in this Agreement. The obligations Section 2.1 shall require the Stockholders to vote or execute any consent with respect to any Option Shares on or not issued upon the exercise of a Company Option on or prior to the applicable record date for that vote or consent. (d) Except as set forth in clauses (a) and (b) of this Section 2.1, no Stockholder shall be restricted from voting in favor of, against or abstaining with respect to any matter presented to the stockholders of the Stockholder specified Company. In addition, nothing in this Agreement shall give Parent the right to vote any Owned Shares at any meeting of the stockholders other than as provided in this Section 1 shall apply whether or not the Parent Share Issuance or any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation Change2.1.

Agreement to Vote. Prior to From the date of this Agreement until the Termination Date (as defined herein)Date, the Stockholder, in its capacity as a stockholder of Parent, each Holder irrevocably and unconditionally agrees that, at the Parent Meeting, at any other meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment called), or postponement thereof) and in connection with any written consent of the stockholders of Parent (the date or unitholders of the taking of any Opco LP, such action being an applicable “Determination Date”), the Stockholder Holder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the Stockholder’s Covered Shares applicable Securities to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting in person or by proxy (or validly execute and return and cause such consent to be granted with respect to), all of the StockholderHolder’s Covered Shares applicable Securities owned as of the record date for such meeting (or the date that any written consent is executed by the StockholderHolder) in favor of (i) adoption of the Merger Agreement; (ii) the approval of the Parent Share Issuance Merger and the transactions contemplated thereby and other Transactions; (iii) any other matters amendment and/or restatement of the Organizational Documents of Parent or any of its Subsidiaries necessary or reasonably requested by to effect the Company for consummation of the Parent Share Issuance and the other transactions Transactions as contemplated by the Merger Agreement, including ; and (iv) any other proposals agreed to by Parent and the MergerCompany which are necessary and appropriate in connection with the Transactions or to effectuate the intent of the foregoing clauses (i) through (iii); and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting, meeting in person or by proxy (or validly execute and return and cause such consent to be granted with respect to), all of the StockholderHolder’s Covered Shares applicable Securities against (i) any agreement, transaction or proposal that relates to a Parent Acquisition Competing Proposal and or any other transaction, proposal, agreement or action that would reasonably be expected made in opposition to materially impede, interfere with, delay, postpone or adversely affect adoption of the Merger Agreement or any of in competition or inconsistent with the other transactions Mergers or matters contemplated by the Merger Agreement Agreement; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent under or any of its Subsidiaries contained in the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Holder contained in this Agreement; (iii) any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Mergers set forth in Article VII of the Merger Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents); and (iv) any other action that could reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the transactions contemplated by the Merger Agreement, including the Mergers, or this Agreement. Any attempt by the Holder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of), the Holder’s applicable Securities in contravention of this Section 3.1 shall be null and void ab initio. If the Holder is the Beneficial Owner, but not the holder of record, of any Securities, the Holder agrees to take all actions necessary to cause the holder of record and any nominees to vote (or exercise a consent with respect to) all of such Securities in accordance with this Section 3.1. Notwithstanding anything herein to the contrary in this Agreement, this Section 3.1 shall not require any Holder to be present (in person or by proxy) or vote (or cause to be voted), any of the applicable Securities to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount, changes the form of the Merger Consideration payable, extends the End Date or otherwise adversely affects such Holder of the Company (in its capacity as such) in any material respect. Notwithstanding anything to the contrary in this Agreement each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Securities with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(c) in any manner such Holder deems appropriate, including in connection with the election of directors of the Company. The obligations of the Stockholder Holder specified in this Section 1 3.1 shall apply whether or not the Parent Share Issuance Mergers or any action described above is recommended by the Parent Board or Parent Board has effected a Parent Adverse Recommendation ChangeBoard.

Agreement to Vote. Prior to From and after the Termination Date (as defined herein)date hereof until the Expiration Date, the Stockholder, in its capacity as a stockholder of Parent, irrevocably and unconditionally each Stockholder hereby agrees that, that at the Parent Meeting, Company Shareholders Meeting and at any other meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meetingthe Company, however called and called, including any adjournment adjournment, recess or postponement thereof) and , in connection with any written consent of the stockholders of Parent (the date Company and in any other circumstance upon which a vote, consent or other approval of all or some of the taking stockholders of any the Company is sought, such action being an applicable “Determination Date”), the Stockholder shall, and shall cause any other holder of record of any its Covered Shares to (in each case to the extent that such matters are submitted to the vote or written consent of the Stockholder’s stockholders of the Company and the Covered Shares to:are entitled to vote thereon or consent thereto): (a) when such meeting is held, appear at each such meeting or otherwise cause the Stockholder’s all of its Covered Shares to be counted as present thereat for purposes of calculating a quorum and respond to each request by the purpose of establishing a quorumCompany for written consent, if any; (b) vote (or execute and return an action by written consentcause to be voted), in person or by proxy, or deliver (or cause to be voted at such meeting (or validly execute and return and cause such delivered) a written consent to be granted with respect to)covering, all of the Stockholder’s its Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholderi) in favor of the approval and adoption of the Parent Share Issuance Merger Agreement, the Merger and the other transactions contemplated thereby (irrespective of any Change of Recommendation), and (ii) in favor of any other matters related proposal necessary or reasonably requested by to consummate the Company for consummation of the Parent Share Issuance Merger and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) vote (or execute and return an action by written consentcause to be voted), in person or by proxy, or deliver (or cause to be voted at such meeting, or validly execute and return and cause such delivered) a written consent to be granted with respect tocovering, all of the Stockholder’s its Covered Shares (i) against any Parent Acquisition Proposal and any other action action, proposal, transaction or agreement that would could reasonably be expected to materially (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of the Company contained in the Merger Agreement or of such Stockholder contained in this Agreement or in the Contribution Agreement (to the extent such Stockholder is a party thereto), or (B) impede, interfere with, delay, postpone or discourage, adversely affect or inhibit the timely consummation of the Merger or change in any manner the voting rights of any class of shares of the other transactions contemplated by Company (including any amendments to the Merger Agreement or result Organizational Documents), (ii) against any Competing Proposal, and (iii) against any change in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement composition of the Stockholder Board of Directors of the Company. (d) Notwithstanding anything to the contrary contained in this Section 2.1, Section 2.2 or elsewhere in this Agreement. The , the obligations of the any Stockholder specified in this Section 1 shall apply whether to vote, approve, appear, consent or not the Parent Share Issuance or otherwise undertake any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation Changewhatsoever in respect of its Covered Shares in accordance with this Agreement, shall be subject to and conditioned upon Parent’s compliance in all material respects with its obligations under this Agreement.

Agreement to Vote. Prior to the Termination Date (as defined herein)Date, the Stockholder, in its capacity as a stockholder of Parent, Holder irrevocably and unconditionally agrees that, at the Parent Meetingthat such Holder shall, at any other meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting), however called and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of Parent (the date called, of the taking of any such action being an applicable “Determination Date”), the Stockholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to: (a) when such meeting is heldParent Stockholders, appear at such meeting or otherwise cause the Stockholder’s Covered Shares Securities to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute quorum and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of approval of the Parent Share Issuance and the transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) vote (or execute and return an action by written consent)vote, or cause to be voted at such meeting, or validly execute by written consent in connection with any written consent of the Parent Stockholders, all Covered Securities: (a) in favor of the approval of the issuance of shares of Parent Class A Common Stock in connection with the Initial Merger and return any other proposal considered and cause such consent voted upon by the Parent Stockholders at any Parent Stockholders’ Meeting necessary for consummation of the transactions contemplated by the Merger Agreement, including the Mergers; and 1 Note to Draft: Bracketed language to be granted with respect to, all of included in the Stockholder’s Covered Shares KKR Upstream Voting Agreement. (b) (i) against any Parent Acquisition Proposal and Proposal, (ii) against any other action that would reasonably be expected to materially impede, interfere with, delay, postpone with or adversely affect delay the Merger consummation of the Mergers or any of the other transactions contemplated by the Merger Agreement or this Agreement or any transaction that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of Parent or any of its Subsidiaries under the Merger Agreement or result and (iii) in a breach favor of any covenantproposal to adjourn or postpone the Parent Stockholders’ Meeting to a later date if there are not sufficient votes to approve the Stock Issuance. Any attempt by the Holder to vote, representation consent or warranty express dissent with respect to (or other obligation otherwise to utilize the voting power of) the Covered Securities in contravention of this Section 3.1 shall be null and void ab initio. If the Holder is the Beneficial Owner, but not the holder of record, of any Covered Securities, the Holder agrees to take all actions necessary to cause the holder of record and any nominees to vote (or agreement exercise a consent with respect to) all of such Covered Securities in accordance with this Section 3.1. Notwithstanding anything to the Stockholder contained contrary in this Agreement, the Holder shall remain free to vote (or execute consents or proxies with respect to) the Covered Securities with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner the Holder deems appropriate. The Notwithstanding anything in clause (a) or (b) above, if at any time prior to receipt of the Parent Stockholder Approval, a Parent Adverse Change Recommendation in compliance with Section 5.4 of the Merger Agreement occurs, the obligations of the Stockholder specified Holder with respect to the Covered Securities held by the Holder under this Agreement shall be modified such that such obligations shall only bind the Holder with respect to a number of shares of Parent Class A Common Stock and shares of Parent Class B Common Stock held by the Holder equal to the number of shares of Parent Class A Common Stock and shares of Parent Class B Common Stock that would, together with the shares of Parent Class A Common Stock and shares of Parent Class B Common Stock held by the other holders subject to the other Voting Agreements, in the aggregate represent 29.9% of the total voting power of the outstanding shares of Parent Class A Common Stock and Parent Class B Common Stock entitled to vote on the Stock Issuance as of the applicable record date (rounded down to the nearest whole share). Any reduction in the number of Covered Securities of the Holder subject to the obligations under this Section 1 Agreement pursuant to the foregoing sentence shall apply whether or not be made on a pro rata basis in proportion to the Parent Share Issuance or any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation Changerespective voting power of the Holder and such other holders subject to the other Voting Agreements as of the applicable record date (in each case rounded down to the nearest whole share).

Agreement to Vote. Prior to the Termination Date (as defined herein), the each Stockholder, in its capacity as a stockholder of Parentthe Company or partner of the Partnership, irrevocably and unconditionally agrees that, at the Parent Meeting, at any other meeting of the stockholders of Parent the Company or partners of the Partnership (whether annual or special and whether or not an adjourned or postponed meeting), however called and including any adjournment or postponement thereof) the Company Shareholders’ Meeting, and in connection with any written consent of the stockholders of Parent (the date Company or partners of the taking Partnership or in any other circumstances where a vote of any stockholders of the Company or partners of the Partnership is sought, such action being an applicable “Determination Date”), the Stockholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the such Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the such Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the such Stockholder) in favor of the adoption of the Merger Agreement and the approval of the Parent Share Issuance and the transactions contemplated thereby Company Merger or Partnership Merger, as applicable, and any other matters necessary or reasonably requested by the Company presented or proposed for consummation of the Parent Share Issuance Mergers and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting, meeting (or validly execute and return and cause such consent to be granted with respect to), all of the such Stockholder’s Covered Shares against any Parent Company Acquisition Proposal and any other action that would could reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger Mergers or any of the other transactions contemplated by the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent the Company or the Partnership under the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in under this Agreement. The obligations of the Stockholder specified in this Section 1 shall apply whether or not (A) the Parent Share Issuance Company Merger or any action described above is recommended by Parent Board the Company Board, (B) the Partnership Merger or Parent Board has any action described above is approved or recommended by the general partner of the Partnership or (C) the Company Board, the general partner of the Partnership or any of their committees have effected a Parent an Adverse Recommendation Change. Nothing in this Agreement shall limit or restrict a Stockholder, or any affiliate or designee of such Stockholder, who serves as a member of the Company Board or as an officer of the Company in acting in his or her capacity as a director or officer of the Company and exercising his or her fiduciary duties and responsibilities in such capacity; it being understood that this Agreement shall apply to such Stockholder solely in such Stockholder’s capacity as a stockholder of the Company or partner of the Partnership and shall not apply to such Stockholder’s, Affiliate’s or designee’s actions, judgments or decisions as a director or officer of the Company. Notwithstanding anything to the contrary herein, in the event that a vote or consent of the stockholders of the Company is required in order to effect an amendment to the Merger Agreement that reduces the amount or changes the form of consideration payable in the Merger or otherwise materially amends the Merger Agreement in a manner adverse to the Stockholder (any such amendment, an “Adverse Amendment”), the provisions of this Section 1 shall not apply with respect to the Stockholder’s vote or consent with respect to such Adverse Amendment (unless the Stockholder consents to such Adverse Amendment).

Agreement to Vote. Prior Subject to the earlier termination of this Agreement in accordance with Section 4 and to the last paragraph of this Section 1, prior to the Termination Date (as defined herein), the Stockholdereach Shareholder, in its capacity as a stockholder shareholder of Parent, irrevocably and unconditionally agrees that, at the Parent Meeting, at any other meeting of the stockholders shareholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of Parent (the date of the taking of any such action being an applicable “Determination Date”), the Stockholder Shareholder shall, and shall cause any other holder of record of any of the StockholderShareholder’s Covered Shares to: (a) if and when such meeting is held, appear at such meeting or otherwise cause the StockholderShareholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent)vote, or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to)meeting, all of the StockholderShareholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of approval the First Merger and the adoption of the Parent Share Issuance and the transactions contemplated thereby Merger Agreement and any other matters necessary or reasonably requested by the Company Parent for consummation of the Parent Share Issuance First Merger and the other transactions contemplated by the Merger Agreement, including Agreement and any proposal to adjourn or postpone such meeting of the Mergershareholders of the Parent to a later date if there is not a quorum or sufficient votes for approval of such matters on the date on which the meeting of the shareholders of the Parent is held to vote upon any of the foregoing matters; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, meeting all of the StockholderShareholder’s Covered Shares against any Takeover Proposal, Alternative Acquisition Agreement or merger, consolidation, business combination, reorganization, recapitalization, liquidation or sale or transfer of any material assets of the Parent Acquisition Proposal and any other action that (i) would reasonably be expected to materially compete with, impede, interfere with, delay, postpone or adversely affect the First Merger or any of the other transactions contemplated by the Merger Agreement or Agreement, result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or inhibit the timely consummation of any other obligation or agreement in the Merger Agreement or this Agreement or (ii) would result in the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3 of the Merger Agreement to be satisfied or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Shareholder contained in this Agreement. The obligations of ; provided, however, that nothing in this Agreement limits or restricts the Stockholder specified Shareholder from voting on any matter other than those explicitly set forth in this Section 1 shall apply whether or not the Parent Share Issuance or any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation Change1(c), in their sole discretion.

Agreement to Vote. Prior to (a) During the Termination Date period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its terms (as defined hereinthe “Term”), the Stockholder, in its capacity as a stockholder of Parent, each Shareholder hereby irrevocably and unconditionally agrees that, that at an annual or extraordinary general meeting of the Parent Meeting, shareholders of VanceInfo and at any other meeting of the stockholders shareholders of Parent (whether annual or special and whether or not an adjourned or postponed meetingVanceInfo, however called and called, including any adjournment adjournment, recess or postponement thereof) and , in connection with any written consent of stockholders the shareholders of Parent (the date VanceInfo and in any other circumstance upon which a vote, consent or other approval of all or some of the taking shareholders of any VanceInfo is sought, such action being an applicable “Determination Date”), the Stockholder Shareholder shall, and shall cause any other holder of record of any of the Stockholdersuch Shareholder’s Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (ai) when such meeting is held, appear at each such meeting or otherwise cause the Stockholderall of such Shareholder’s Covered Shares to be counted as present thereat in accordance with the procedures applicable to such meeting so as to ensure such Shareholder is duly counted for purposes of calculating a quorum and for purposes of recording the purpose result of establishing a quorum;any applicable vote or consent, and respond to each request by VanceInfo for written consent, if any; and (bii) vote (or execute and return an action by written consentcause to be voted), in person or by proxy, or deliver (or cause to be voted at such meeting (or validly execute and return and cause such delivered) a written consent to be granted with respect to)covering, all of the Stockholdersuch Shareholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder1) in favor of the approval and authorization of the Parent Share Issuance Merger Agreement, the Merger, the Plan of Merger and the consummation transactions contemplated thereby and in the Merger Agreement, (2) in favor of any other matters related proposal that is reasonably necessary or reasonably requested by to consummate the Company for consummation of the Parent Share Issuance Merger and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) vote (or execute and return an action by written consent), or cause to be voted Agreement which is considered at any such meeting, or validly execute and return and cause such consent to be granted with respect to, all meeting of the Stockholder’s Covered Shares VanceInfo Shareholders, (3) against any Parent Acquisition Proposal and any other action action, proposal, transaction or agreement that would could reasonably be expected to materially (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of VanceInfo contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of the Shareholders contained in this Agreement, or (C) impede, interfere with, delay, postpone or discourage, adversely affect or inhibit the timely consummation of the Merger or change in any manner the voting rights of any class of shares of VanceInfo (including any amendments to the memorandum and articles of association of VanceInfo, other transactions than such amendments contemplated by the Merger Agreement and/or any amendments that will not impede, interfere with, delay, discourage, adversely affect or result inhibit the timely consummation of the Merger), (4) against any Acquisition Proposal, and (5) against any change in a breach the composition of any covenant, representation or warranty or the board of directors of VanceInfo (other obligation or agreement of Parent under than such changes contemplated by the Merger Agreement Agreement). (b) During the Term, each Shareholder shall retain at all times the right to vote or result consent with respect to such Shareholder’s Covered Shares in a breach such Shareholder’s sole discretion and without any other limitation on those matters, other than those matters described in Section 2.1(a), that are at any time or from time to time presented for consideration to the shareholders of any covenantVanceInfo generally. (c) During the Term, representation or warranty or other the obligation or agreement of the Stockholder contained in this Agreement. The obligations of the Stockholder specified each Shareholder set forth in this Section 1 2.1 shall apply whether or not either VanceInfo or HiSoft breaches any of its representations, warranties, covenants or agreements set forth in the Parent Share Issuance or any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation ChangeMerger Agreement.

Agreement to Vote. Prior to the Termination Date (as defined herein), the Stockholder, in its capacity as a stockholder of Parent, irrevocably and unconditionally agrees that, at the Parent Meeting, at At any other meeting of the stockholders of Parent held prior to the earlier of (whether annual a) the Effective Time of the Merger and (b) the close of business on the date 45 days after the termination of the Merger Agreement, provided such date shall be extended (but in no event beyond May 15, 2001) if a Parent Acquisition Proposal is pending until the close of business on the third business day after the Stockholder gives the Company notice of the consummation, withdrawal or special and whether or not an adjourned or postponed meetingtermination of the Parent Acquisition Proposal if at such time no other Parent Acquisition Proposal is pending (such earlier time being herein referred to as the "Voting Termination Date"), however called called, and including any at every adjournment or postponement thereof) and thereof prior to the Voting Termination Date, or in connection with any written consent of the stockholders of Parent (given prior to the date of the taking of any Voting Termination Date, such action being an applicable “Determination Date”), the Stockholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting Stockholder's Shares (together with (a) any additional shares of capital stock of Parent or validly execute and return and cause any securities or other property that the Stockholder is or becomes entitled to receive from Parent by reason of being a record holder of such consent number of Shares, (b) any capital stock, securities or other property into which any such number of Shares shall have been or shall be converted or changed, whether by amendment to be granted the Articles of Incorporation of Parent, merger, consolidation, reorganization, capital change or otherwise, (c) any additional Parent Common Stock acquired by the Stockholder as the result of the Stockholder's exercising an option, warrant or other right to acquire shares of capital stock from Parent issued with respect to), to such number of Shares (all of the foregoing hereinafter collectively referred to as such Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder's "Additional Shares")) in favor of the approval of the Parent Share Issuance Merger and the transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, all of the Stockholder’s Covered Shares against any Parent Acquisition Proposal and any other action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any each of the other transactions contemplated by the Merger Agreement or result and in a breach favor of any covenant, representation or warranty or other obligation or agreement the approval and adoption of Parent under the Merger Agreement and any actions required in furtherance hereof and thereof. Such Stockholder shall not enter into any agreement or result understanding with any person prior to the Voting Termination Date, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of such Stockholder's Shares (and any Additional Shares) in a breach of any covenant, representation or warranty or other obligation or agreement of manner inconsistent with the Stockholder contained in this Agreement. The obligations of the Stockholder specified in this Section 1 shall apply whether or not the Parent Share Issuance or any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation Changepreceding sentence.

Agreement to Vote. Prior to the Termination Date (as defined herein), the Stockholder, in its capacity as a stockholder of Parent, irrevocably and unconditionally agrees that, at the Parent Meeting, at At any other meeting of the stockholders of the Company held prior to the earlier of (a) the Effective Time of the Merger and (b) the close of business on the date 45 days after the termination of the Merger Agreement, provided such date shall be extended (but in no event beyond May 15, 2001) if a Company Acquisition Proposal is pending until the close of business on the third business day after any Stockholder gives Parent notice of the consummation, withdrawal or termination of the Company Acquisition Proposal if at such time no other Company Acquisition Proposal is pending (whether annual or special and whether or not an adjourned or postponed meetingsuch earlier time being herein referred to as the "Voting Termination Date"), however called called, and including any at every adjournment or postponement thereof) and thereof prior to the Voting Termination Date, or in connection with any written consent of the stockholders of Parent (the date of Company given prior to the taking of any Voting Termination Date, such action being an applicable “Determination Date”), the Stockholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting Stockholder's Shares (together with (a) any additional shares of capital stock of the Company or validly execute and return and cause any securities or other property that the Stockholder is or becomes entitled to receive from the Company by reason of being a record holder of such consent number of Shares, (b) any capital stock, securities or other property into which any such number of Shares shall have been or shall be converted or changed, whether by amendment to be granted the Certificate of Incorporation of the Company, merger, consolidation, reorganization, capital change or otherwise, (c) any additional Company Common Stock acquired by the Stockholder as the result of the Stockholder's exercising an option, warrant or other right to acquire shares of capital stock from the Company issued with respect to), to such number of Shares (all of the foregoing hereinafter collectively referred to as such Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder's "Additional Shares")) in favor of the approval of the Parent Share Issuance Merger and the transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, all of the Stockholder’s Covered Shares against any Parent Acquisition Proposal and any other action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any each of the other transactions contemplated by the Merger Agreement or result and in a breach favor of any covenant, representation or warranty or other obligation or agreement the approval and adoption of Parent under the Merger Agreement and any actions required in furtherance hereof and thereof. Such Stockholder shall not enter into any agreement or result understanding with any person prior to the Voting Termination Date, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of such Stockholder's Shares (and any Additional Shares) in a breach of any covenant, representation or warranty or other obligation or agreement of manner inconsistent with the Stockholder contained in this Agreement. The obligations of the Stockholder specified in this Section 1 shall apply whether or not the Parent Share Issuance or any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation Changepreceding sentence.

Agreement to Vote. Prior Subject to the earlier termination of this Agreement in accordance with Section 5 and the last paragraph of this Section 1, the Stockholder, solely in his, her or its capacity as a stockholder or proxy holder of the Company, irrevocably and unconditionally agrees, and agrees to cause any other holder of record of any of the Stockholder’s Covered Shares, to validly execute and deliver to the Company in respect of all of the Stockholder’s Covered Shares, on (or effective as of) the second (2nd) Business Day following the date that the consent solicitation statement/prospectus included in the Registration Statement is disseminated to the Company’s stockholders (following the date the Registration Statement becomes effective), a written consent in a form to be reasonably agreed between the Company and Acquiror after the date hereof, as shall be revised if needed to address any comments from the SEC, with respect to all of the Stockholder’s Covered Shares. In addition, subject to the last paragraph of this Section 1, prior to the Termination Date (as defined herein), the Stockholder, in his, her or its capacity as a stockholder or proxy holder of Parentthe Company, irrevocably and unconditionally agrees that, at the Parent Meeting, at any other meeting of the stockholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of Parent (the date of the taking of any Company, such action being an applicable “Determination Date”), the Stockholder shall, and shall cause any other holder of record of any of the such Stockholder’s Covered Shares to: (a) waive any rights of first refusal set forth in Section 2 of the ROFR Agreement; (b) when such meeting is held, appear at such meeting or otherwise cause the Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (bc) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the such Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the such Stockholder) in favor of approval the Mergers, the adoption of the Parent Share Issuance and the transactions contemplated thereby Merger Agreement, and any other matters necessary or reasonably requested by the Company that are necessary for the consummation of the Parent Share Issuance Mergers and the other transactions contemplated by the Merger Agreement, including the Merger; and; (cd) in any other circumstances upon which a consent or other approval is required under the Company’s governing documents or the Investment Agreements with respect to the Merger Agreement or the other transactions contemplated by the Merger Agreement, vote, consent or approve (or cause to be voted, consented or approved) all of such Stockholder’s Covered Shares held at such time in favor thereof; (e) vote (or execute and return an action by written consent), or cause to be voted at such meeting, meeting (or validly execute and return and cause such consent to be granted with respect to), all of the such Stockholder’s Covered Shares against (i) any Parent Acquisition Business Combination Proposal other than with the Acquiror, its stockholders and their respective Affiliates and Representatives and (ii) any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger Mergers or any of the other transactions contemplated by the Merger Agreement or result in a breach of any covenantAgreement, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of such Stockholder contained in this Agreement. The obligations of the each Stockholder specified in this Section 1 shall apply whether or not the Parent Share Issuance Mergers or any action described above is recommended by Parent the Company Board or Parent the Company Board has effected a Parent Adverse Recommendation Changepreviously recommended the Mergers but changed such recommendation.

Agreement to Vote. Prior to (a) Each of the Termination Date (as defined herein), the Stockholder, in its capacity as a stockholder of Parent, irrevocably and unconditionally Stockholders hereby agrees that, at during the Parent MeetingVoting Period, at such Stockholder shall vote or execute consents, as applicable, with respect to the Owned Shares and any other meeting New Shares beneficially owned by it as of the stockholders of Parent applicable record date (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of Parent (the date of the taking of any such action being an applicable “Determination Date”), the Stockholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such a consent to be granted executed with respect to), all of to the Stockholder’s Covered Owned Shares and any New Shares beneficially owned by it as of the applicable record date for such meeting (or the date that any written consent is executed by the Stockholderdate) in favor of the approval of the Parent Share Issuance Merger Agreement and the transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) vote at any meeting (or execute and return an any adjournment or postponement thereof) of, or in connection with any proposed action by written consent)consent of, the holders of any class or classes of capital stock of the Company at or in connection with which any of such holders vote or execute consents with respect to any of the foregoing matters. (b) Each of the Stockholders hereby agrees that, during the Voting Period, such Stockholder shall vote or execute consents, as applicable, with respect to the Owned Shares and any New Shares beneficially owned by it as of the applicable record date (or cause to be voted at such meeting, or validly execute and return and cause such a consent to be granted executed with respect to, all to the Owned Shares and any New Shares beneficially owned by it as of the Stockholder’s Covered Shares applicable record date) against each of the matters set forth in clauses (i), (ii) or (iii) below at any Parent Acquisition Proposal and meeting (or any other adjournment or postponement thereof) of, or in connection with any proposed action by written consent of, the holders of any class or classes of capital stock of the Company at or in connection with which any of such holders vote or execute consents with respect to any of the following matters: (i) any action, proposal, transaction or agreement involving the Company or any of its subsidiaries that would reasonably be expected to materially to, in any material respect, prevent, impede, frustrate, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement Agreement; or (ii) any Acquisition Proposal, other than an Acquisition Proposal made by Parent. (c) Any vote required to be cast or result consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a breach quorum is present (if applicable) and for purposes of recording the results of that vote or consent (d) Except as set forth in clauses (a) and (b) of this Section 2.1, no Stockholder shall be restricted from voting in favor of, against or abstaining with respect to any covenant, representation or warranty or other obligation or agreement of Parent under matter presented to the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement stockholders of the Stockholder contained Company. In addition, nothing in this Agreement. The obligations Agreement shall give Parent the right to vote any Owned Shares at any meeting of the Stockholder specified stockholders other than as provided in this Section 1 shall apply whether or not the Parent Share Issuance or any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation Change2.1.

Agreement to Vote. Prior to Each Stockholder hereby agrees that from and after the Termination Date (as defined herein), date hereof until the Stockholder, in its capacity as a stockholder termination of Parent, irrevocably and unconditionally agrees that, at the Parent Meetingthis Agreement, at any other duly called meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meetingIcoria, however called and including any adjournment or postponement thereof) and in connection with any action by written consent of the stockholders of Parent (the date of the taking of any Icoria, such action being an applicable “Determination Date”), the Stockholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to: (a) when such if a meeting is held, appear at such the meeting and any adjournment or postponement thereof, in person or by proxy, or otherwise cause the Stockholder’s Covered Subject Common Shares over which such Stockholder has sole voting power (and use his or its best efforts to cause the Subject Common Shares over which such Stockholder has joint voting power) to be counted as present thereat for the purpose purposes of establishing a quorum; , and such Stockholder shall vote or consent the Subject Common Shares over which such Stockholder has sole voting power (b) vote (or execute and return an action by written consent), or cause to be voted at or consented the Subject Common Shares over which such meeting (or validly execute and return and cause such consent to be granted with respect toStockholder has joint voting power), all of the Stockholder’s Covered Shares owned as of the record date for such meeting in person or by proxy, (or the date that any written consent is executed by the Stockholdera) in favor of approval approving the Merger Agreement, the Merger and each of the Parent Share Issuance and the transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance and the other transactions and other matters specifically contemplated by the Merger Agreement, including (b) in favor of any proposal to adjourn any such meeting if necessary to permit further solicitation of proxies in the Merger; and event there are not sufficient votes at the time of such meeting to approve the Merger Agreement, the Merger and each of the other transactions and other matters specifically contemplated by the Merger Agreement, (c) vote (against any action or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, all agreement submitted for approval of the Stockholder’s Covered Shares against any Parent Acquisition Proposal and any other action stockholders of Icoria that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent Icoria under the Merger Agreement or of such Stockholder under this Agreement and (d) except as otherwise agreed in writing by Clinical Data, against any action, agreement, transaction or proposal submitted for approval of the stockholders of Icoria that would reasonably be expected to result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained conditions to Icoria’s obligations under the Merger Agreement not being fulfilled or that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay or adversely affect the transactions contemplated by the Merger Agreement; provided, however, that nothing in this Agreement. The obligations Agreement shall prevent such Stockholder from taking any action or omitting to take any action solely as a member of the Board of Directors of Icoria (or any committee thereof) or, at the direction of the Board of Directors of Icoria (or any committee thereof), as an officer or employee of Icoria. Any vote by such Stockholder specified that is not in accordance with this Section 1 1.1 shall apply whether be considered null and void. Such Stockholder shall not enter into any agreement or not understanding with any person or entity prior to the Parent Share Issuance termination of this Agreement to vote or any action described above is recommended by Parent Board give instructions in a manner inconsistent with clauses (a), (b), (c) or Parent Board has effected a Parent Adverse Recommendation Change(d) of this Section 1.1.

Agreement to Vote. Prior Subject to the Termination Date (as defined herein)terms and conditions hereof, the Stockholder, in its capacity as a stockholder of Parent, each Stockholder irrevocably and unconditionally agrees thatthat from and after the date hereof and until the earliest to occur of (i) the closing of the transactions contemplated by the Exchange Agreement; (ii) the termination of the Exchange Agreement in accordance with its terms, at (iii) the Parent Meetingwritten agreement of the Identified Bondholders to terminate this Agreement, and (iv) May 31, 2007 (such earliest occurrence being the “Expiration Time”), at any other meeting of the stockholders of Parent (whether annual or special special, and whether or not an at each adjourned or postponed meeting) of the Company’s stockholders, however called and called, or in any other circumstances (including any adjournment sought action by written consent) upon which a stockholder vote or postponement thereof) and in connection with any written other stockholder consent of stockholders of Parent or stockholder approval is sought (the date of the taking of any such action being an applicable meeting or other circumstance, a “Determination DateStockholders’ Meeting”), the Stockholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to: will (ay) when such meeting is held, appear at such a meeting or otherwise cause the Stockholder’s Covered Shares its Class A Common Stock to be counted as present thereat for purposes of calculating a quorum and respond to any other request by the purpose of establishing a quorum; Company for written stockholder consent, if any, and, unless otherwise expressly consented to in writing by the Identified Bondholders, in their sole discretion, (bz) vote (or execute and return an action by written consent)vote, or cause to be voted at voted, or take such meeting (or validly execute and return and cause such action by written stockholder consent to be granted with respect to), all of the such Stockholder’s Covered Shares owned Class A Common Stock Beneficially Owned by such Stockholder as of the record date for such meeting relevant time (or the date that any written consent is executed by the StockholderA) in favor of approval of the Parent Share Issuance Exchange and the transactions contemplated thereby and any other matters necessary or reasonably requested by thereby, including the Company for consummation issuance of the Parent Share Issuance shares of Class A Common Stock, through SunCom Investment, to the Identified Bondholders in exchange for the SunCom Wireless Notes held by such Identified Bondholders, (B) in favor of the adoption of the Merger Agreement and the other approval of the transactions contemplated by thereby, including the Merger, (C) against any proposal made in opposition to, or in competition or inconsistent with, the Exchange, the Exchange Agreement, the Merger and/or the Merger Agreement, including the Merger; and adoption thereof or the consummation thereof, (cD) vote (against any extraordinary dividend, distribution or execute and return an action recapitalization by written consent), the Company or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, all change in the capital structure of the Stockholder’s Covered Shares Company (other than pursuant to or as explicitly permitted by the Exchange Agreement or the Merger Agreement) and (E) against any Parent Acquisition Proposal and any other action or agreement that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect result in any condition to the Merger or any consummation of the other transactions contemplated by Exchange Agreement or the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under not being fulfilled. The Identified Bondholders will give the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement Stockholders prompt written notice of the Stockholder contained in this Agreement. The obligations of the Stockholder specified in this Section 1 shall apply whether or not the Parent Share Issuance or any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation ChangeExpiration Time.

Agreement to Vote. Prior Subject to the earlier termination of this Agreement in accordance with Section 3, such Shareholder, solely in his, her or its capacity as a Shareholder of the Company agrees, and agrees to cause any other holder of record of any of such Shareholder’s Covered Shares, to validly execute and deliver to the Company in respect of all of such Shareholder’s Covered Shares, on (or effective as of) the third Business Day following the date that the Registration Statement becomes effective, the written from such Shareholder pursuant to the Merger Agreement. In addition, subject to the last paragraph of this Section 1, prior to the Termination Date (as defined herein), the Stockholdersuch Shareholder, in his, her or its capacity as a stockholder Shareholder of Parent, irrevocably and unconditionally the Company agrees that, at the Parent Meeting, at any other meeting of the stockholders Shareholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of Parent (the date Shareholders of the taking of any Company, such action being an applicable “Determination Date”), the Stockholder Shareholder shall, and shall cause any other holder of record of any of the Stockholdersuch Shareholder’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the Stockholdersuch Shareholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholdersuch Shareholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholdersuch Shareholder) in favor of approval the Mergers and the adoption of the Parent Share Issuance and the transactions contemplated thereby Merger Agreement and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance Mergers and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, all of the Stockholdersuch Shareholder’s Covered Shares against any Parent Acquisition Proposal and any other action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger Mergers or any of the other transactions contemplated by the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent the Company under the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder such Shareholder contained in this Agreement. The Shareholder obligations of the Stockholder specified in this Section 1 shall apply whether or not the Parent Share Issuance Mergers or any action described above is recommended by Parent the Company Board or Parent the Company Board has effected a Parent Adverse Recommendation Changepreviously recommended the Mergers but changed such recommendation.

Agreement to Vote. (a) Prior to the Termination Date (as defined herein), the Stockholdereach of Sponsor and Xxxxx, in its capacity as a stockholder shareholder of ParentAcquiror, irrevocably and unconditionally agrees that, that at the Parent Meeting, at any other meeting of the stockholders of Parent Acquiror Stockholders’ Meeting (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of Parent (the date of the taking of any such action being an applicable “Determination Date”), the Stockholder each of Sponsor and Xxxxx shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to: (ai) if and when such meeting is held, appear at such meeting or otherwise cause the Stockholder’s all Covered Shares (as defined below) owned by Sponsor and Xxxxx as of the record date of such meeting to be counted as present thereat for the purpose of establishing a quorum; (bii) vote (or execute and return an action by written consent)vote, or cause to be voted voted, at such meeting (or validly execute and return and cause such consent deliver a written consent, if applicable, causing to be granted with respect to), voted) all of the Stockholder’s Covered Shares owned by Sponsor and Xxxxx as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of the approval and adoption of the Parent Share Issuance Business Combination Agreement, the Mergers, the Contributions and the transactions contemplated thereby other Transactions (collectively, the “Transaction Proposals”) and any other matters necessary or reasonably requested by the Company Acquiror for consummation of the Parent Share Issuance and the other transactions contemplated by the Merger Agreement, including the MergerTransactions; and (ciii) vote (or execute and return an action by written consent)vote, or cause to be voted voted, at such meeting, meeting (or validly execute and return and cause such consent deliver a written consent, if applicable, causing to be granted with respect to, voted) all Covered Shares owned by Sponsor and Xxxxx as of the Stockholder’s Covered Shares record date for such meeting against any Parent Acquisition Proposal and any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or Transaction Proposals, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent Acquiror or New PubCo under the Merger Business Combination Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Sponsor, Acquiror, OpCo, New PubCo, or Xxxxx contained in this Agreement. . (b) The obligations of the Stockholder Sponsor and Xxxxx specified in this Section 1 shall apply whether or not the Parent Share Issuance Transactions or any action described above is are recommended by Parent the Board of Directors of Acquiror (the “Acquiror Board”) or Parent the Acquiror Board has effected a Parent Adverse Recommendation Changechanged, withdrawn, withheld, qualified or modified, or publicly proposed to change, withdraw, withhold, qualify or modify, its recommendation to adopt and/or approve the Transaction Proposals. For purposes of this Agreement, “Covered Shares” means all shares of Acquiror Class A Common Stock and Acquiror Class V Common Stock held by Sponsor and Xxxxx as of the date hereof, together with any shares of Acquiror Class A Common Stock and Acquiror Class V Common Stock acquired by Sponsor and Xxxxx after the date hereof.

Agreement to Vote. Prior Concurrently with the execution and delivery of this Agreement, the Shareholder shall execute and deliver to the Company a proxy, irrevocable to the fullest extent permitted by Law, in substantially the form attached hereto as Exhibit A, in respect of all of the Shareholder’s Covered Shares, which proxy (the “Proxy”) shall automatically expire upon the Termination Date (as defined herein). Such Proxy, until the Termination Date, shall be in full force and effect, at any meeting of the shareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), for the purpose of approving any or all of the resolutions set forth in the Proxy. In addition, prior to the Termination Date (as defined herein), the Stockholder, in its capacity as a stockholder of Parent, Shareholder irrevocably and unconditionally agrees that, at the Parent Meeting, at any other meeting of the stockholders shareholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of Parent (the date shareholders of the taking of any such action being an applicable “Determination Date”)Company, the Stockholder Shareholder shall, and shall cause any other holder of record of any of the StockholderShareholder’s Covered Shares to: (a) if and when such meeting is held, appear at such meeting or otherwise cause the StockholderShareholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum, and if a quorum is not present, to vote (in person or by proxy) in favor of adjournment of such meeting of the shareholders to a later date, as in accordance with the Company’s Articles of Association as in effect at such time; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting consent (or validly execute and return and cause such consent to be granted with respect tovote, in person or by proxy), all of the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of approval of the Parent Share Issuance and the transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect toto (or cause to be voted at such meeting), all of the StockholderShareholder’s Covered Shares owned as of the date that any written consent is executed by the Shareholder (or the record date for such meeting) in favor of the Company Shareholder Proposals, as set forth on Exhibit A hereto; (c) execute and return an action by written consent (or vote, in person or by proxy), or validly execute and return and cause such consent to be granted with respect to (or cause to be voted at such meeting), all of the Shareholder’s Covered Shares against (A) any Parent Company Acquisition Proposal (as defined in the Business Combination Agreement) or any Company Business Combination Proposal (as defined below) (in each case, other than the Transactions) and any other action or agreement that would reasonably be expected to (i) discourage, frustrate the purposes of, or materially impede, interfere with, delay, postpone or adversely affect the Merger or any of Transactions (including the other transactions contemplated by the Merger Agreement or result in a breach of any covenantconsummation thereof), representation or warranty or other obligation or agreement of Parent under the Merger Agreement or (ii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Company under the Business Combination Agreement, this Agreement or the Registration Rights Agreement or cause any of the conditions to Closing set forth in Article VI of the Business Combination Agreement not to be fulfilled or (iii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Shareholder contained in this Agreement. The obligations Agreement or the Registration Rights Agreement and (B) any merger agreement or merger (other than the Business Combination Agreement and the Merger), consolidation, combination, sale of all or substantially all assets, scheme of arrangement, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company, in each case as determined by the Company; and (d) in any other circumstances upon which a consent or other approval is required under the Company’s Governing Documents or otherwise sought in furtherance of the Stockholder specified Transactions, in this Section 1 shall apply whether each case as determined by the Company, vote, consent or not approve (or cause to be voted, consented or approved), in person or by proxy, all of the Parent Share Issuance or any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation ChangeShareholder’s Covered Shares owned at such time in favor thereof.

Agreement to Vote. Prior Subject to the Termination Date (as defined terms and conditions set forth herein), from and after the Stockholder, in its capacity as a stockholder of Parent, irrevocably and unconditionally agrees that, at the Parent Meetingdate hereof, at any other meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned adjourned, postponed, reconvened or postponed recessed meeting, ) (a “Stockholder Meeting”) however called and including any adjournment for the purpose of considering or postponement thereof) and voting on the Parent Stockholder Matters, or in connection with any written consent of stockholders of Parent (in connection with the date approval of the taking of any such action being an applicable “Determination Date”)Parent Stockholder Matters, the Stockholder irrevocably and unconditionally agrees that he, she or it shall, and or shall cause any other the holder of record of any of the Stockholder’s Covered Shares Shares, on each record date relevant to such a stockholder vote or approval to: (a) when such meeting a Stockholder Meeting is held, appear at such meeting in person (including via electronic means if the Stockholder Meeting is held virtually) or represented by a duly executed and non-revoked proxy or otherwise cause the Stockholder’s Covered Shares entitled to vote thereat to be counted as present thereat for the purpose of establishing a quorum;, and respond to each request by Parent for written consent, if any, and (b) vote (whether by ballot at a meeting or execute and return an action by written consentproxy), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Covered Shares owned as of the record date for such meeting entitled to vote thereat: (or the date that any written consent is executed by the Stockholderi) in favor of approval of the Parent Share Issuance and the transactions contemplated thereby Stockholder Matters and any other matters necessary or reasonably requested by the Company advisable for consummation of the Merger, the Parent Share Stock Issuance and the other transactions contemplated in the Merger Agreement that is presented by Parent for a vote of its stockholders (including, but not limited to, any motion by the chairman of the Stockholder Meeting to adjourn, reconvene, recess or otherwise postpone such meeting), and (ii) against approval of any proposal made in opposition to the Merger Agreement, including the Merger; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, all consummation of the Stockholder’s Covered Shares against any Parent Acquisition Proposal and any other action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement. (c) Any vote required to be cast or consent required to be executed pursuant to this Section 1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that the Covered Shares are duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. The obligations of Except as permitted under Section 1(b), Stockholder shall retain at all times the Stockholder specified right to vote the Covered Shares in Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 1 shall apply whether that are at any time or not from time to time presented for consideration to the Parent Share Issuance or any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation ChangeParent’s stockholders.

Agreement to Vote. Prior to the Termination Date (as defined herein), the Stockholder, in its capacity as a stockholder of Parent, irrevocably and unconditionally a) The Stockholder hereby agrees that, at during the Parent MeetingVoting Period, at he shall vote or execute consents, as applicable, with respect to the Owned Shares, any other meeting New Shares and any Option Shares beneficially owned by him as of the stockholders of Parent applicable record date (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of Parent (the date of the taking of any such action being an applicable “Determination Date”), the Stockholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such a consent to be granted executed with respect to)to the Owned Shares, all of the Stockholder’s Covered any New Shares and any Option Shares beneficially owned by him as of the applicable record date for such meeting (or the date that any written consent is executed by the Stockholderdate) in favor of the approval and adoption of the Parent Share Issuance Merger Agreement and the transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) vote at any meeting (or execute and return an any adjournment or postponement thereof) of, or in connection with any proposed action by written consent)consent of, the holders of any class or classes of capital stock of the Company at or in connection with which any of the holders vote or execute consents with respect to any of the foregoing matters. (b) The Stockholder hereby agrees that, during the Voting Period, he shall vote or execute consents, as applicable, with respect to the Owned Shares, any New Shares and any Option Shares beneficially owned by him as of the applicable record date (or cause to be voted at such meeting, or validly execute and return and cause such a consent to be granted executed with respect toto the Owned Shares, all any New Shares and any Option Shares beneficially owned by him as of the Stockholder’s Covered Shares applicable record date) against each of the matters set forth in clauses (i), (ii), (iii) or (iv) below at any Parent Acquisition Proposal and meeting (or any other adjournment or postponement thereof) of, or in connection with any proposed action by written consent of, the holders of any class or classes of capital stock of the Company at or in connection with which any of the holders vote or execute consents with respect to any of the following matters: (i) any action, proposal, transaction or agreement that would reasonably be expected to materially result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Stockholder contained in this Agreement; (ii) any action, proposal, transaction or agreement involving the Company or any of its subsidiaries that would reasonably be expected to prevent, impede, frustrate, interfere with, delay, postpone or adversely affect the Merger or any of and the other transactions contemplated by the Merger Agreement or result in a breach Agreement; (iii) any Acquisition Proposal made prior to the termination of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement Agreement, other than an Acquisition Proposal made by Parent; and (iv) any amendment to the Company's Certificate of Incorporation or result By-laws. (c) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a breach quorum is present (if applicable) and for purposes of any covenant, representation recording the results of that vote or warranty or other obligation or agreement of the Stockholder consent. Nothing contained in this Agreement. The obligations of Section 2.1 shall require the Stockholder specified in this Section 1 shall apply whether to vote or execute any consent with respect to any Option Shares not issued upon the Parent Share Issuance exercise of a Company Option prior to the applicable record date for that vote or any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation Changeconsent.

Agreement to Vote. Prior to (a) From the date hereof until the Termination Date (as defined herein), the Stockholder, in its capacity as a stockholder of Parent, irrevocably and unconditionally agrees that, at the Parent MeetingDate, at any other meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meetingthe Company, however called and including called, or at any adjournment thereof, or postponement thereof) and in connection with any written consent of the stockholders of Parent (the date Company or in any other circumstances upon which a vote, consent or other approval of all or some of the taking stockholders of any such action being an applicable “Determination Date”)the Company is sought, the Company Stockholder shall, and shall vote (or cause any other holder of record of any to be voted) or deliver (or cause to be delivered) a written consent with respect to all of the Company Stockholder’s Covered Subject Shares to: (a) when to the extent such meeting is held, appear Subject Shares are entitled to vote at such meeting or otherwise cause the Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by in such written consent), or cause to be voted at such meeting : (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholdera) in favor of the approval of the Parent Share Issuance Buyer Stockholder Matters and adoption of the Merger Agreement; and (b) against the following actions (other than the Merger and the transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance and the other transactions contemplated by the Merger Agreement, including the Merger; and ): (ci) vote (or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, all of the Stockholder’s Covered Shares against any Parent Acquisition Proposal and or Acquisition Transaction; (ii) any other action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company contained in the Merger Agreement, or of any Company Stockholder contained in this Agreement. The obligations Agreement and (iii) any other action, transaction or proposal involving the Company or any of the Company or any of its Subsidiaries that is intended or would reasonably be expected to prevent, nullify, impede, interfere with, frustrate, delay or postpone, in each case in any material respect the consummation of the Merger or the other transactions contemplated by the Merger Agreement. (b) From the date hereof until the Termination Date, in the event that a meeting of the stockholders of the Company is held, the Company Stockholder specified shall, or shall cause the holder of record of its Subject Shares on any applicable record date to, appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum. (c) From the date hereof until the Termination Date, the Company Stockholder shall not enter into any agreement or understanding with any Person to vote, provide written consent or give instructions in any manner inconsistent with the terms of this Section 1 shall apply whether or not 1.1. (d) As soon as practicable and within the Parent Share Issuance or any action described above is recommended by Parent Board or Parent Board has effected required timeframe, Company Stockholder agrees to file a Parent Adverse Recommendation ChangeSchedule 13D/A to disclose this agreement and state its support for the Merger.

Agreement to Vote. Prior to (a) From and after the date hereof until the Termination Date (as defined hereinin Section 1(b)), Stockholder hereby agrees to attend the Stockholder, in its capacity as a stockholder of Parent, irrevocably and unconditionally agrees that, at the Parent Meeting, at Stockholders Meeting (or any other meeting of the stockholders of Parent Empire at which the matters contemplated by the Letter Agreement (whether annual and, when and if executed, the Additional Agreements) or special this Agreement are to be presented to a vote of stockholders of Empire), in person or by proxy, and whether to vote (or not an adjourned or postponed meetingcause to be voted) the Shares for approval and adoption of the Letter Agreement (and, however called when and including if executed, the Additional Agreements) and the Contemplated Transactions and any related action reasonably required in furtherance thereof, and against any action inconsistent therewith, such agreement to vote to apply also to any adjournment or adjournments or postponement thereof) and or postponements of the Stockholders Meeting of Empire (or any such other meeting). Stockholder hereby further agrees that until the Termination Date, Stockholder shall, from time to time, in connection with any solicitation for a written consent, including to call a Stockholders Meeting relating to the Contemplated Transactions, timely execute and deliver (or cause to be timely executed and delivered) a written consent of stockholders of Parent (with respect to the date Shares in favor of the taking of any such action being an applicable “Determination Date”), the Stockholder shall, and shall cause any other holder of record of any approval of the Stockholder’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum;Contemplated Transactions and any action required in furtherance thereof. (b) From and after the date hereof until the Termination Date, Stockholder hereby agrees to vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of voted) the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of approval of the Parent Share Issuance and the transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, all of the Stockholder’s Covered Shares against (i) any Parent Acquisition Proposal and any other related action reasonably required in furtherance thereof, (ii) any alternative transaction involving the acquisition by Empire of hotel, gaming, recreational or resort properties in the Catskills (an "ALTERNATIVE TRANSACTION"), (iii) any action or agreement that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent Empire under the Merger Letter Agreement (and, when and if executed, the Additional Agreements) or that would reasonably be expected to result in any of the conditions to the obligations of the parties under the Letter Agreement (and, when and if executed, the Additional Agreements) not being fulfilled, and (iv) any other matter that would reasonably be expected to prevent, interfere with or delay consummation of the Contemplated Transactions, including any transaction that would result in a breach of the Letter Agreement (and, when and if executed, the Additional Agreements) by Empire, including, without limitation, any covenantmotion to adjourn or postpone a meeting of the stockholders in which any matters contemplated by the Letter Agreement (and, representation when and if executed, the Additional Agreements) or warranty this Agreement are to be presented to a vote of the stockholders of Empire to a date that is later than July 31, 2005, in each case, at any meeting of stockholders of Empire (including any adjournments or postponements thereof). Stockholder further agrees that, until the Termination Date, in connection with any solicitation for a unanimous written consent relating to an Acquisition Proposal or an Alternative Transaction or any other action described in clauses (iii) or (iv) above, Stockholder will timely execute and deliver (or cause to be timely executed and delivered) a written consent with respect to the Shares against any such Acquisition Proposal or Alternative Transaction or other obligation or agreement action as contemplated by the immediately preceding sentence. For purposes hereof, the term "TERMINATION DATE" shall mean the first to occur of (a) the date of termination of the Stockholder contained Letter Agreement and, when and if executed, the Additional Agreements in this Agreementaccordance with their respective terms prior to the Closing, and (b) the date on which the Contemplated Transactions are consummated. The obligations For the avoidance of doubt, the Stockholder specified Termination Date shall be deemed not to occur in this Section 1 shall apply whether or not the Parent Share Issuance or event that the Letter Agreement is terminated pursuant to the terms of Additional Agreements, if any, upon the execution and delivery of any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation Changesuch Additional Agreements.

Agreement to Vote. Prior to the Termination Date (as defined herein), the Stockholder, in its capacity as a stockholder of Parent, irrevocably and unconditionally a) Each Rollover Investor agrees that, that at the Parent Meeting, Company Stockholders’ Meeting or at any other meeting of the stockholders holders of Parent (whether annual or special Common Stock called to consider the adoption of the Merger Agreement and whether or not an adjourned or postponed meetingthe Merger, however called and including any at every adjournment or postponement postpone thereof) , and in connection with any on every action or approval by written consent of the stockholders of Parent (the date Company with respect to the adoption of the taking of any such action being an applicable “Determination Date”)Merger Agreement and Merger, the Stockholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to: (ai) when such meeting of the holders of Common Stock is held, such Rollover Investor shall appear at such meeting or otherwise cause the StockholderRollover Shares set forth opposite such Rollover Investor’s Covered Shares name on Schedule I hereto to be counted as present thereat for the purpose of establishing a quorum; quorum and (bii) such Rollover Investor shall vote or cause to be voted (to the extent of its power to do so) at such meeting such Rollover Shares in favor of adopting the Merger Agreement and the transactions contemplated thereby, including the Merger; provided, however, that at any meeting of the stockholders of the Company (whether annual or execute and return special), however called, or at any adjournment or postponement thereof, or in any other circumstances (including an action by written consent)) upon which a vote or other approval is sought, such Rollover Investor shall vote (or cause to be voted at such meeting voted), in person or by proxy (or validly execute and return and cause such consent to be granted with respect tothe extent of its power to do so), all of the Stockholder’s Covered Rollover Shares owned as attributable to such Rollover Investor set forth on Schedule I hereto against any other proposal, action or transaction involving the Company or any of the record date for such meeting (Company Subsidiaries, which other proposal, action or the date that any written consent is executed by the Stockholder) in favor of approval of the Parent Share Issuance and the transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, all of the Stockholder’s Covered Shares against any Parent Acquisition Proposal and any other action that transaction would reasonably be expected to materially in any manner (A) impede, interfere withfrustrate, delay, postpone prevent or adversely affect nullify the Merger or the Merger Agreement, (B) result in any of the other transactions contemplated by conditions to the consummation of the Merger under the Merger Agreement not being fulfilled or (C) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in Company under the Merger Agreement. (b) Each Rollover Investor hereby covenants and agrees that it shall not enter into any agreement or undertaking, and shall not commit or agree to take any action that would restrict or interfere with such Rollover Investor’s obligations pursuant to this Agreement. The obligations of the Stockholder specified in this Section 1 shall apply whether or not the Parent Share Issuance or any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation Change.

Agreement to Vote. Prior Subject to the Termination Date (as defined herein)earlier termination of this Agreement in accordance with Section 22, the StockholderSponsor, solely in its capacity as a stockholder shareholder of ParentAcquiror, irrevocably and unconditionally agrees that, at the Parent Extraordinary General Meeting, at any other meeting of the stockholders shareholders of Parent the Acquiror (whether annual or special extraordinary and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of Parent (the date shareholders of the taking of any such action being an applicable “Determination Date”)Acquiror, the Stockholder Sponsor shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the StockholderSponsor) in favor of approval of the Parent Share Issuance and the transactions contemplated thereby each Proposal and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance Amalgamation and the other transactions contemplated by the Merger Agreement, including the MergerBCA; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting, meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Covered Shares against any Parent Acquisition Acquiror Business Combination Proposal (as defined below) and any other action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger Amalgamation or any of the other transactions contemplated by the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement BCA or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Acquiror and/or Amalgamation Sub under the BCA or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor contained in this Agreement. The obligations of the Stockholder Sponsor specified in this Section 1 shall apply whether or not the Parent Share Issuance Amalgamation, any of the other transactions contemplated under the BCA or any action described above is recommended by Parent the Acquiror Board or Parent the Acquiror Board has effected a Parent Adverse Recommendation Changepreviously recommended the Amalgamation, any such transaction or any such action but changed such recommendation.

Agreement to Vote. Prior Subject to the earlier termination of this Agreement in accordance with Section 3 and the last paragraph of this Section 1, the Stockholder, in its capacity as a stockholder of the Company, irrevocably and unconditionally agrees that it shall validly execute and deliver to the Company, on (or effective as of) the third (3rd) Business Day following the date that the Registration Statement is declared effective by the SEC, the written consent in the form attached hereto as Exhibit A approving the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement in respect of all of the Covered Shares. In addition, subject to the last paragraph of this Section 1, prior to the Termination Date (as defined hereinbelow), the Stockholder, in its capacity as a stockholder of Parentthe Company, irrevocably and unconditionally agrees that, at the Parent Meeting, at any other meeting of the stockholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of Parent (the date of the taking of any such action being an applicable “Determination Date”)Company, the Stockholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of approval the Mergers and the adoption of the Parent Share Issuance and the transactions contemplated thereby Merger Agreement and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance Mergers and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, all of the Stockholder’s Covered Shares against any Parent Acquisition Proposal and any other action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger Mergers or any of the other transactions contemplated by the Merger Agreement or result in a material breach of any covenant, representation or warranty or other obligation or agreement of Parent the Company under the Merger Agreement or result in a material breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement. The obligations of the Stockholder specified in this Section 1 shall apply whether or not the Parent Share Issuance Mergers or any action described above is are recommended by Parent the Company Board or Parent the Company Board has effected a Parent Adverse Company Change in Recommendation; provided, however, that in the event the Company Board effects a Company Change in Recommendation Changein compliance with Section 7.07(c) and 7.07(d) of the Merger Agreement: (i) the number of shares of Company Stock that the Stockholder shall be committed to vote (or execute a written consent in respect to) in accordance with the preceding provisions of this Section 1 shall be modified to be only such number that, when aggregated with the number of shares of Company Stock that other stockholders of the Company are obligated to vote (or execute a written consent in respect to) pursuant to support agreements entered into as of the date hereof, shall not exceed 35.00% of the total number of outstanding shares each of: (A) the Company Stock, being considered as its own class; (B) the Company Common Stock, being considered as its own class; (C) the Company Preferred Stock, being considered as its own Class; and (D) the Company Founders Preferred Shares, being considered as its own class (collectively, the “Lock-Up Covered Shares”), such that the Stockholder shall only be obligated to execute a written consent with respect to, or otherwise vote, its pro rata portion of the Lock-Up Covered Shares in the manner set forth in this Section 1 and (ii) the Stockholder shall be entitled (in its sole discretion) to vote any shares of Company Stock that it is entitled to vote, other than the Lock-Up Covered Shares, in any manner.

Agreement to Vote. Prior Subject to the Termination Date (as defined herein)earlier termination of this Agreement in accordance with Section 22, the StockholderSponsor, solely in its capacity as a stockholder of ParentAcies, irrevocably and unconditionally agrees that, at the Parent MeetingAcies EGM, at any other meeting of the stockholders of Parent Acies (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of the stockholders of Parent (the date of the taking of any such action being an applicable “Determination Date”)Acies, the Stockholder Sponsor shall, and shall cause any other holder of record of any of the StockholderSponsor’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the StockholderSponsor’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum;quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the StockholderSponsor’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the StockholderSponsor) in favor of approval of the Parent Share Issuance and the transactions contemplated thereby each Proposal and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance Mergers and the other transactions contemplated by the Merger Agreement, including the Merger; Agreement; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting, meeting (or validly execute and return and cause such consent to be granted with respect to), all of the StockholderSponsor’s Covered Shares against any Parent Acquisition Acies Business Combination Proposal (as defined below) and any other action that would reasonably be expected to materially would: (i) impede, interfere with, delay, postpone or adversely affect the Merger Mergers or any of the other transactions contemplated by the Merger Agreement or Agreement; (ii) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent Acies under the Merger Agreement or any Ancillary Agreement; (iii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Sponsor contained in this Agreement; or (iv) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Acies, other than, in each case, pursuant to the Proposals. Sponsor also agrees that it shall not commit or agree to take any action inconsistent with the foregoing. The obligations of the Stockholder Sponsor specified in this Section 1 shall apply whether or not the Parent Share Issuance Mergers or any action described above is recommended by Parent the Acies Board or Parent the Acies Board has effected a Parent Adverse Recommendation Changepreviously recommended the Mergers but changed such recommendation.

Agreement to Vote. Prior to the Termination Date Expiration Time (as defined hereinbelow), the each Stockholder, in his, her or its capacity as a stockholder of Parent, irrevocably and unconditionally agrees that, at the Parent Meeting, at any other meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and of such meeting, or in connection with any written other circumstance in which the vote, consent or other approval of the stockholders of Parent is sought, including for the avoidance of doubt, the Parent Stockholders Meeting (the date of the taking of any such action being an applicable each, a “Determination DateStockholders Meeting”)), the such Stockholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares Shares, to: (a) when such meeting is held, a. appear at such meeting each Stockholders Meeting or otherwise cause the Stockholder’s Covered Shares to be counted as present thereat at such meeting for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent)b. vote, or cause to be voted voted, at each such meeting Stockholders Meeting, in person or by proxy, or execute and deliver a written consent (or validly execute and return and cause such a written consent to be granted with respect to)executed and delivered) covering, all of the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) Stockholders Meeting in favor of approval the Transactions, including the Mergers, the adoption of the Parent Share Issuance Merger Agreement and the transactions contemplated thereby Ancillary Agreements and any other matters necessary or reasonably requested by the Company Parent for consummation of the Parent Share Issuance Transactions, including the Mergers, and the other transactions and actions contemplated by the Merger AgreementAgreement and the Ancillary Agreements, including the Mergeradoption of the Parent Certificate of Incorporation and any certificate of designation, the Parent Bylaws and the 2022 Plan, and any proposal to adjourn or postpone the Parent Stockholders Meeting recommended by Parent to the extent permitted or required by Section 5.06 of the Merger Agreement; and (c) c. vote (or execute and return an action by written consent), or cause to be voted at each such meetingStockholders Meeting, in person or by proxy, or validly execute and return and deliver a written consent (or cause such a written consent to be granted with respect toexecuted and delivered) covering, all of the Stockholder’s Covered Shares against any Takeover Proposal, Alternative Acquisition Agreement or merger, consolidation, business combination, reorganization, recapitalization, liquidation or sale or transfer of any material assets of Parent Acquisition Proposal and any other action that (i) would reasonably be expected to materially compete with, impede, interfere with, delay, postpone postpone, impair, frustrate, discourage or adversely affect any of the Merger Transactions, including the Mergers or any of the other transactions contemplated by the Merger Agreement or Agreement, result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent under the Merger Agreement or inhibit the timely consummation of any other obligation or agreement in the Merger Agreement or this Agreement or (ii) would result in the failure of any condition set forth in Section 6.01, Section 6.02 or Section 6.03 of the Merger Agreement to be satisfied or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement. The obligations of ; provided, however, that nothing in this Agreement shall limit or restrict the Stockholder specified from voting on any matter other than those explicitly set forth in this Section 1 shall apply whether or not the Parent Share Issuance or any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation Change1(c), in such Stockholder’s sole discretion.

Agreement to Vote. Prior to the Termination Date (as defined herein), the Stockholder, in its capacity as a stockholder of Parent, irrevocably and unconditionally The Stockholder hereby agrees that, at during the Parent MeetingVoting Period, and at any other duly called meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and ), or in connection with any other circumstances (including action by written consent of stockholders in lieu of Parent (a meeting) upon which a vote, adoption or other approval or consent with respect to the date adoption of the taking Merger Agreement or the approval of the Merger and any such action being an applicable “Determination Date”)of the transactions contemplated thereby is sought, the Stockholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to: (a) when such if a meeting is held, appear at such meeting the meeting, in person or otherwise cause the Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing by proxy, and shall provide a quorum; (b) written consent or vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect tovoted), in person or by proxy, all of the Stockholder’s Covered Shares owned as of the record date for such meeting its Subject Shares, in each case (or the date that any written consent is executed by the Stockholderi) in favor of approval of (A) any proposal to adopt and approve or reapprove the Parent Share Issuance Merger Agreement and the transactions contemplated thereby and any other matters necessary or reasonably requested by thereby, including without limitation (1) the Company for consummation amendment of Parent’s certificate of incorporation to effect the Nasdaq Reverse Split, (2) the issuance of shares of Parent Share Issuance and Common Stock to the other transactions contemplated by Company’s stockholders in connection with the Contemplated Transactions, (3) the change of control of Parent resulting from the Merger Agreementpursuant to the Nasdaq rules and (4) the amendment to the Parent’s certificate of incorporation to change the name of Parent to “Ocugen, including the Merger; and Inc.” and (cB) vote (waiving any notice that may have been or execute and return an action by written consent), or cause may be required relating to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, all of the Stockholder’s Covered Shares against any Parent Acquisition Proposal and any other action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement Agreement, and (ii) against (X) any Acquisition Proposal and any action in furtherance of any such Acquisition Proposal, and (Y) any action, proposal, transaction or agreement that, to the knowledge of the Stockholder, would reasonably be expected to result in a material breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in under this Agreement. The obligations As used herein, the term “Expiration Time” shall mean the earliest occurrence of (A) the Effective Time, (B) the date and time of the Stockholder specified valid termination of the Merger Agreement in this Section 1 accordance with its terms, and the term “Voting Period” shall apply whether or not mean such period of time between the Parent Share Issuance or any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation Changedate hereof and the Expiration Time.

Agreement to Vote. Prior Subject to the earlier termination of this Agreement in accordance with Section 3, the Stockholder, in its capacity as a stockholder of the Company, irrevocably and unconditionally agrees that it shall validly execute and deliver to the Company, on (or effective as of) the second (2nd) Business Day following the date that the Registration Statement is declared effective by the SEC, the written consent in substantially the form attached hereto as Exhibit A approving the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement in respect of all of the Covered Shares. In addition, prior to the Termination Date (as defined hereinbelow), the Stockholder, in its capacity as a stockholder of Parentthe Company, irrevocably and unconditionally agrees that, at the Parent Meeting, at any other meeting of the stockholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of Parent (the date of the taking of any such action being an applicable “Determination Date”)Company, the Stockholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of approval the Mergers and the adoption of the Parent Share Issuance and the transactions contemplated thereby Merger Agreement and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance Mergers and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, all of the Stockholder’s Covered Shares against any Parent Acquisition Proposal and any other action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger Mergers or any of the other transactions contemplated by the Merger Agreement or result in a material breach of any covenant, representation or warranty or other obligation or agreement of Parent the Company under the Merger Agreement or result in a material breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement. The obligations of the Stockholder specified in this Section 1 shall apply whether or not the Parent Share Issuance Mergers or any action described above is are recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation Changethe Company Board.

Agreement to Vote. Prior Subject to the earlier termination of this Agreement in accordance with Section 3, each Shareholder, solely in his, her or its capacity as a shareholder of the Company, irrevocably and unconditionally agrees, and agrees to cause any other holder of record of any of the Shareholders’ Covered Shares, to validly execute and deliver to the Company in respect of all of the Shareholders’ Covered Shares in a timely manner the written consent that will be solicited by the Company from the Shareholders pursuant to the BCA to obtain the Company Shareholder Approval. In addition, prior to the Termination Date (as defined herein), the Stockholdereach Shareholder, in his, her or its capacity as a stockholder shareholder of Parentthe Company, irrevocably and unconditionally agrees that, at the Parent Meeting, at any other meeting of the stockholders shareholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of Parent (the date shareholders of the taking of any such action being an applicable “Determination Date”)Company, the Stockholder each Shareholder shall, and shall cause any other holder of record of any of the Stockholder’s Shareholders’ Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the Stockholdersuch Shareholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholdersuch Shareholder’s Covered Shares Xxxxxx owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholdersuch Shareholder) in favor of approval the Merger and the adoption of the Parent Share Issuance and the transactions contemplated thereby BCA and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance Merger and the other transactions contemplated by the Merger Agreement, including the MergerBCA; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, all of the Stockholdersuch Shareholder’s Covered Shares against any Parent Company Acquisition Proposal and any other action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement BCA or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Company under the BCA or result in a breach of any covenant, representation or warranty or other obligation or agreement of such Shareholder contained in this Agreement. The obligations of the Stockholder Shareholders specified in this Section 1 shall apply whether or not the Parent Share Issuance Merger or any action described above is recommended by Parent the Company Board or Parent the Company Board has effected a Parent Adverse Recommendation Changepreviously recommended the Merger but changed such recommendation.

Agreement to Vote. Prior (a) Pursuant to Section 2 of that Insider Letter, by and among Xxxxxxxxxx and the Priveterra Insiders, the Sponsor hereby consents to the Termination Date entry by Priveterra into the Business Combination Agreement and each other Ancillary Document to which Priveterra is or will be a party. (b) For so long as defined herein)this Agreement is in effect, the Stockholder, in its capacity as a stockholder of Parent, irrevocably and unconditionally Sponsor hereby agrees that, at the Parent Meeting, to vote at any other meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meetingXxxxxxxxxx, however called and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of Parent (the date of the taking of any such action being an applicable “Determination Date”), the Stockholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to)resolution of the stockholders of Priveterra, all of the StockholderSponsor’s Covered Shares owned shares of Class B Common Stock and the Private Placement Warrants (together with any other Equity Securities of Priveterra that the Sponsor holds of record or beneficially, as of the date of this Agreement, or of which the Sponsor acquires record date for such meeting (or beneficial ownership after the date that any written consent is executed by hereof, collectively, the Stockholder“Subject Priveterra Equity Securities”) in favor of approval of the Parent Share Issuance Required Transaction Proposals, and against any proposal that conflicts or materially impedes or interferes with any Required Transaction Proposals, including any Priveterra Acquisition Proposal, or that would adversely affect or delay the transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance and the other transactions contemplated by the Merger Business Combination Agreement, including the Merger; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting, or . The Sponsor shall validly execute and return deliver to Priveterra, on (or effective as of) the fifth (5th) Business Day following the date that the Proxy Statement/Prospectus is disseminated by Priveterra to Priveterra’s stockholders (following the date that the Registration Statement/Proxy Statement becomes effective), a properly completed voting proxy in the form distributed by or on behalf of Priveterra in favor of the Required Transaction Proposals. In the event of any equity dividend or distribution, or any change in the equity interests of Priveterra by reason of any equity dividend or distribution, equity split, recapitalization, combination, conversion, exchange of equity interests or the like prior to the Closing, the term “Subject Priveterra Equity Securities” shall be deemed to refer to and cause include the Subject Priveterra Equity Securities as well as all such consent to be granted with respect to, equity dividends and distributions and any securities into which or for which any or all of the Stockholder’s Covered Shares against any Parent Acquisition Proposal and any other action that would reasonably Subject Priveterra Equity Securities may be expected to materially impede, interfere with, delay, postpone changed or adversely affect the Merger exchanged or any of the other transactions contemplated by the Merger Agreement or result which are received in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement. The obligations of the Stockholder specified in this Section 1 shall apply whether or not the Parent Share Issuance or any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation Changesuch transaction.

Agreement to Vote. Prior Subject to the Termination Date (as defined herein)terms of this Agreement, each Shareholder hereby covenants and agrees, severally and not jointly, that during the Stockholder, in its capacity as a stockholder term of Parent, irrevocably this Agreement and unconditionally agrees that, at the Parent Meeting, Shareholder Meeting and at any other meeting of the stockholders holders of Parent (whether annual or special and whether or not an adjourned or postponed meetingShares, however called and called, including any adjournment or postponement thereof) , and in connection with any written consent of stockholders the holders of Parent (the date Shares, or in any other circumstance upon which a vote, consent or other approval of the taking holders of any Shares is sought, such action being an applicable “Determination Date”), the Stockholder Shareholder shall, in each case, to the fullest extent that such matters are submitted for the vote, written consent or approval of such Shareholder and shall cause any other holder of record of any of that the Stockholder’s Covered Shares toare entitled to vote thereon or consent thereto: (a) when such meeting is held, appear at any such meeting or otherwise cause the Stockholder’s Covered Shares to be counted as present thereat for the purpose purposes of establishing calculating a quorum;; and (b) vote (or execute and return an action by written consentcause to be voted), in person or by proxy, or deliver (or cause to be voted at such meeting (or validly execute and return and cause such delivered) a written consent to be granted with respect to)covering, all of the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the StockholderA) in favor of the approval of the Parent Share Issuance and the transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance Merger Agreement and the other transactions contemplated by the Merger Agreement, Transactions (including the MergerCVR Agreement and the Parent Stock Issuance); and (cB) against any action or agreement submitted for the vote (or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, all of the Stockholder’s Covered holders of Shares against any Parent Acquisition Proposal and any other action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or result in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of Parent or Merger Sub under the Merger Agreement or result that is otherwise in opposition to the Merger or any of the other Transactions (including the CVR Agreement and the Parent Stock Issuance); (C) against any extraordinary corporate transaction (other than the Merger or the Transactions, including the CVR Agreement and the Parent Stock Issuance), such as a breach merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of all or substantially all of the securities of Parent (other than pursuant to the Merger or the Transactions, including the CVR Agreement and the Parent Stock Issuance) or any covenantother Acquisition Proposal; and (D) against any other action, representation agreement or warranty transaction submitted for the vote or written consent of the holders of Shares that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage, or adversely affect the consummation of the Merger and the other Transactions; provided, that the foregoing covenants shall apply solely with respect to actions taken with respect to the Covered Shares; and provided further that nothing in this Agreement limits or restricts the Shareholders from voting on the Dispositions (as defined in the Merger Agreement) or any matters other than those explicitly set forth in this Section 2.1(b), in their sole discretion. Any such vote shall be cast (or consent shall be given) by such Shareholder in accordance with such procedures relating thereto as will ensure that he or she is duly counted, including for purposes of determining whether a quorum is present. Neither this Section 2.1(b) nor anything else in this Agreement shall require such Shareholder to exercise any warrants or options (if any) to acquire Shares or other obligation or agreement capital stock of the Stockholder contained in this AgreementParent. Such Shareholder shall provide Pineapple with at least five Business Days’ prior written notice prior to signing any action proposed to be taken by written consent with respect to any Covered Shares. The obligations of the Stockholder specified in such Shareholder under this Section 1 Agreement, including this Article II, shall apply whether or not the Parent Share Issuance or any action described above is recommended by a Parent Board Recommendation Change has occurred. (c) Solely in the event of a failure by such Shareholder to act in accordance with such Shareholder’s obligations as to voting pursuant to Sections 2.1(a) and 2.1(b), such Shareholder hereby irrevocably grants to and appoints Pineapple (and any designee thereof) as such Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Shareholder, to represent, vote and otherwise act (by voting at any meeting of shareholders of the company or Parent Board has effected a Parent Adverse Recommendation Changeotherwise) with respect to such Shareholder’s Covered Shares solely as and to the extent set forth in this Section 2.1 until the termination of this Agreement in accordance with Section 5.1, to the same extent and with the same effect as such Shareholder might or could do under applicable law, rules and regulations. The proxy granted pursuant to this Section 2.1(c) is coupled with an interest and is irrevocable. Such Shareholder will take such further action and will execute such other instruments as may be necessary to effectuate the grant of this proxy. Notwithstanding the foregoing, this proxy shall terminate upon termination of this agreement in accordance with Section 5.1.

Agreement to Vote. Prior Subject to the Termination Date (as defined herein)earlier termination of this Agreement in accordance with Section 21 and the last paragraph of this Section 1, the StockholderSponsor, solely in its capacity as a stockholder of ParentAcquiror, irrevocably and unconditionally agrees that, at the Parent Special Meeting, at any other meeting of the stockholders of Parent the Acquiror (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of the stockholders of Parent (the date of the taking of any such action being an applicable “Determination Date”)Acquiror, the Stockholder Sponsor shall, and shall cause any other holder of record of any of the Stockholder’s Sponsor's Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the StockholderSponsor’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the StockholderSponsor’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the StockholderSponsor) in favor of approval of the Parent Share Issuance and the transactions contemplated thereby each Proposal and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance Merger and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting, meeting (or validly execute and return and cause such consent to be granted with respect to), all of the StockholderSponsor’s Covered Shares against any Parent Acquisition Acquiror Business Combination Proposal (as defined below) and any other action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent the Acquiror under the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Sponsor contained in this Agreement. The obligations of the Stockholder Sponsor specified in this Section 1 shall apply whether or not the Parent Share Issuance Merger or any action described above is recommended by Parent the Acquiror Board or Parent the Acquiror Board has effected a Parent Adverse Recommendation Changepreviously recommended the Merger but changed such recommendation.

Agreement to Vote. Prior Subject to the earlier termination of this Agreement in accordance with Section 3, the Shareholder, in its capacity as a shareholder of the Company, irrevocably and unconditionally agrees that it shall, and shall cause any other holder of record or beneficial owner of any of the Shareholder’s Covered Shares to, validly execute and deliver to the Company, on (or effective as of) the fifth (5th) day following the date that the notice of the Company Shareholders Meeting (the “Company Shareholder Meeting Notice”) is delivered by the Company, the voting proxy to be distributed in respect of all of the Shareholder’s Covered Shares. In addition, prior to the Termination Date (as defined herein), the StockholderShareholder, in its capacity as a stockholder shareholder of Parentthe Company, irrevocably and unconditionally agrees that, at the Parent Meeting, at any other meeting of the stockholders shareholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of Parent (the date shareholders of the taking of any such action being an applicable “Determination Date”)Company, the Stockholder Shareholder shall, and shall cause any other holder of record or beneficial owner of any of the StockholderShareholder’s Covered Shares to: (a) if and when such meeting is held, appear at such meeting or otherwise cause the StockholderShareholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting consent (or validly execute and return and cause such consent to be granted with respect tovote, in person or by proxy), all of the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of approval of the Parent Share Issuance and the transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect toto (or cause to be voted at such meeting), all of the StockholderShareholder’s Covered Shares owned as of the date that any written consent is executed by the Shareholder (or the record date for such meeting) in favor of (i) the Merger and the adoption of the Business Combination Agreement, (ii) the Company Shareholder Proposals and (iii) any other matters necessary or reasonably requested by the Company for consummation of the Merger and the other transactions contemplated by the Business Combination Agreement, excluding the vote with regard to the Earn Out Agreement, which shall be separate from all other votes and which shall not be a condition to the performance of the Company’s obligations under the Business Combination Agreement or the closing of the Merger. (c) execute and return an action by written consent (or vote, in person or by proxy), or validly execute and return and cause such consent to be granted with respect to (or cause to be voted at such meeting), all of the Shareholder’s Covered Shares against any Parent Company Acquisition Proposal and any other action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Business Combination Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Company under the Business Combination Agreement that would result in the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3 of the Business Combination Agreement to be satisfied or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Shareholder contained in this Agreement. . (d) The obligations of the Stockholder Shareholder specified in this Section 1 shall apply whether or not the Parent Share Issuance Merger or any action described above is recommended by Parent Board the Company Board. (e) The Shareholder hereby irrevocably, to the fullest extent permitted by law, appoints the Company, or Parent Board has effected a Parent Adverse Recommendation Changeany designee of the Company, for so long as the provisions of this Section 1 remain in effect, as such Shareholder’s attorney-in-fact and proxy with full power of substitution, to vote and otherwise act (by written consent or otherwise) with respect to the Owned Shares, solely on the matters and in the manner specified in this Section 1. This proxy shall be valid for the duration of this Agreement. (f) THE PROXIES AND POWERS OF ATTORNEY GRANTED PURSUANT TO SECTION 1(e) ARE IRREVOCABLE AND COUPLED WITH AN INTEREST. The proxies and powers of attorney shall not be terminated by any act of the Shareholder or by operation of law, by lack of appropriate power or authority, or by the occurrence of any other event or events and shall be binding upon all successors, assigns, heirs, beneficiaries and legal representatives of the Shareholder. The Shareholder hereby revokes all other proxies and powers of attorney on the matters specified in this Section 1 with respect to the Owned Shares that the Shareholder may have previously appointed or granted, and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by the Shareholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the death, bankruptcy or incapacity of the Shareholder and any obligation of the Shareholder under this Agreement shall be binding upon the heirs, personal representatives, and successors of the Shareholder.

Agreement to Vote. Prior Subject to the last paragraph of this Section 1, prior to the Termination Date (as defined herein), the Stockholder, in its capacity as a stockholder of Parentthe Company, irrevocably and unconditionally agrees that, at the Parent Company Meeting, at any other meeting of the stockholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of Parent the Company (the date of the taking of any such action being an applicable “Determination Date”), the Stockholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of approval adoption of the Parent Share Issuance Merger Agreement and the transactions contemplated thereby and any other matters necessary or reasonably requested by the Company Parent for consummation of the Parent Share Issuance Merger and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, all of the Stockholder’s Covered Shares against any Parent Company Acquisition Proposal and any other action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent the Company under the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement. The obligations of the Stockholder specified in this Section 1 shall apply whether or not the Parent Share Issuance Merger or any action described above is recommended by Parent the Company Board or Parent the Company Board has effected a Parent Company Adverse Recommendation Change; provided, however, that in the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement solely in respect of a Company Intervening Event, (i) the number of shares of Company Stock that shall be committed to vote in accordance with the preceding provisions of this Section 1 shall be modified to be only such number that is equal to 35.00% of the total number of outstanding shares of Company Stock (the “Lock-Up Covered Shares”), such that the Stockholder shall only be obligated to vote the Lock-Up Covered Shares in the manner set forth in this Section 1 and (ii) the Stockholder shall vote (or cause to be voted) all of its remaining Covered Shares in excess of the Lock-Up Covered Shares proportionally with the votes of all other holders of Company Stock present at any meeting, or executing written consents in lieu of a meeting, pursuant to subsections (a) through (c) above.

Agreement to Vote. Prior to Each Stockholder hereby agrees that from and after the Termination Date (as defined herein), date hereof until the Stockholder, in its capacity as a stockholder termination of Parent, irrevocably and unconditionally agrees that, at the Parent Meetingthis Agreement, at any other duly called meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meetingClinical Data, however called and including any adjournment or postponement thereof) and in connection with any action by written consent of the stockholders of Parent (the date of the taking of any Clinical Data, such action being an applicable “Determination Date”), the Stockholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to: (a) when such if a meeting is held, appear at such the meeting and any adjournment or postponement thereof, in person or by proxy, or otherwise cause the Stockholder’s Covered Subject Common Shares over which such Stockholder has sole voting power (and use their best efforts to cause the Subject Common Shares over which such Stockholder has joint voting power) to be counted as present thereat for the purpose purposes of establishing a quorum; , and such Stockholder shall vote or consent the Subject Common Shares over which such Stockholder has sole voting power (b) vote (or execute and return an action by written consent), or cause to be voted at or consented the Subject Common Shares over which such meeting (or validly execute and return and cause such consent to be granted with respect toStockholder has joint voting power), all of the Stockholder’s Covered Shares owned as of the record date for such meeting in person or by proxy, (or the date that any written consent is executed by the Stockholdera) in favor of approval approving the issuance of shares of Clinical Data's Common Stock pursuant to the Parent Share Issuance Merger and the transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for consummation each of the Parent Share Issuance and the other transactions and other matters specifically contemplated by the Merger Agreement, including (b) in favor of any proposal to adjourn any such meeting if necessary to permit further solicitation of proxies in the event there are not sufficient votes at the time of such meeting to approve the issuance of shares of Clinical Data's Common Stock pursuant to the Merger; and , (c) vote (against any action or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, all agreement submitted for approval of the Stockholder’s Covered Shares against any Parent Acquisition Proposal and any other action stockholders of Clinical Data that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent Clinical Data under the Merger Agreement or of such Stockholder under this Agreement and (d) except as otherwise agreed in writing by the Company, against any action, agreement, transaction or proposal submitted for approval of the stockholders of Clinical Data that would reasonably be expected to result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this conditions to Clinical Data's obligations under the Merger Agreement not being fulfilled or that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay or adversely affect the transactions contemplated by the Merger Agreement. The obligations of the Any vote by such Stockholder specified that is not in accordance with this Section 1 1.1 shall apply whether be considered null and void. Such Stockholder shall not enter into any agreement or not understanding with any person or entity prior to the Parent Share Issuance termination of this Agreement to vote or any action described above is recommended by Parent Board give instructions in a manner inconsistent with clauses (a), (b), (c) or Parent Board has effected a Parent Adverse Recommendation Change(d) of this Section 1.1.

Agreement to Vote. Prior From and after the date hereof until the Termination Date, each Stockholder, solely in his, her or its capacity as a stockholder or proxy holder of the Company (as applicable), irrevocably and unconditionally agrees to validly execute and deliver to the Company in respect of all of such Stockholder’s Covered Shares, as soon as reasonably practicable after such time as the Registration Statement is declared effective under the Securities Act and delivered or otherwise made available to the stockholders of Acquiror and the Company, and in any event within forty-eight (48) hours after the Registration Statement is declared effective and delivered or otherwise made available to the stockholders of Acquiror and the Company, a written consent in form reasonably acceptable to Acquiror in respect of all of such Stockholder’s Covered Shares approving the Merger Agreement and the Transactions. In addition, prior to the Termination Date (as defined herein), the each Stockholder, in his, her or its capacity as a stockholder or proxy holder of Parentthe Company, irrevocably and unconditionally agrees that, at the Parent Meeting, at any other meeting of the stockholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of Parent (the date of the taking of any Company, such action being an applicable “Determination Date”), the Stockholder shall, and shall cause any other holder of record of any of the such Stockholder’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the such Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the such Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the such Stockholder) in favor of approval the Transactions and the adoption of the Parent Share Issuance and the transactions contemplated thereby Merger Agreement and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance and the other transactions contemplated by the Merger Agreement, including the Merger; andTransactions; (c) in any other circumstances upon which a consent or other approval is required or requested under the Company’s Governing Documents or any of the agreements set forth on Section 5.06(b) of the Company Disclosure Letter (collectively, the “Investment Agreements”) or otherwise sought with respect to the Merger Agreement or the Transactions, vote, consent or approve (or cause to be voted, consented or approved) all of such Stockholder’s Covered Shares held at such time in favor thereof; (d) vote (or execute and return an action by written consent), or cause to be voted at such meeting, meeting (or validly execute and return and cause such consent to be granted with respect to), all of the such Stockholder’s Covered Shares against (i) any Parent Acquisition Proposal Transaction, or any proposal relating to an Acquisition Transaction (in each case, other than the Transactions); (ii) any merger agreement or merger (other than the Merger Agreement and the Mergers), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company; and (iii) against any other proposal, action or agreement that would reasonably be expected to materially (A) impede, interfere with, delay, postpone frustrate, prevent or adversely affect the Merger or nullify any provision of the other transactions contemplated by this Agreement, the Merger Agreement or any Merger, (B) result in a breach in any respect of any covenant, representation or representation, warranty or other obligation or agreement of Parent under the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained Company under the Merger Agreement or (C) result in this Agreementany of the conditions set forth in Section 10.01 or Section 10.02 of the Merger Agreement not being timely satisfied or fulfilled. The obligations of the each Stockholder specified in this Section 1 shall apply whether or not the Parent Share Issuance or any action described above is Transactions are recommended by Parent the Board of Directors of the Company or Parent the Board of Directors of the Company has effected a Parent Adverse Recommendation Changepreviously recommended the Transactions but changed such recommendation.

Agreement to Vote. Prior Subject to the earlier termination of this Agreement in accordance with Section 3, each Stockholder, in its capacity as a stockholder of SPAC, irrevocably and unconditionally agrees that it shall, and shall cause any other holder of record or beneficial owner of any of such Stockholder’s Covered Shares to, validly execute and deliver to SPAC, on (or effective as of) the fifth (5th) day following the date that the notice of the SPAC Stockholders Meeting (the “SPAC Stockholder Meeting Notice”) is delivered by SPAC, the voting proxy to be distributed in respect of all of such Stockholder’s Covered Shares. In addition, prior to the Termination Date (as defined herein), the each Stockholder, in its capacity as a stockholder of ParentSPAC, irrevocably and unconditionally agrees that, at the Parent Meeting, at any other meeting of the stockholders of Parent SPAC (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of Parent (the date of the taking of any SPAC, such action being an applicable “Determination Date”), the Stockholder shall, and shall cause any other holder of record or beneficial owner of any of the Stockholder’s Covered Shares to: (a) a. if and when such meeting is held, appear at such meeting or otherwise cause the such Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or b. execute and return an action by written consent), or cause to be voted at such meeting consent (or validly execute and return and cause such consent to be granted with respect tovote, in person or by proxy), all of the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of approval of the Parent Share Issuance and the transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect toto (or cause to be voted at such meeting), all of such Stockholder’s Covered Shares owned as of the date that any written consent is executed by such Stockholder (or the record date for such meeting) in favor of (i) the Merger and the adoption of the Business Combination Agreement, (ii) the SPAC Stockholder Proposals and (iii) any other matters necessary or reasonably requested by SPAC for consummation of the Merger and the other transactions contemplated by the Business Combination Agreement. c. execute and return an action by written consent (or vote, in person or by proxy), or validly execute and return and cause such consent to be granted with respect to (or cause to be voted at such meeting), all of such Stockholder’s Covered Shares against any Parent SPAC Acquisition Proposal and Proposal, any other action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Business Combination Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent SPAC under the Merger Business Combination Agreement that would result in the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3 of the Business Combination Agreement to be satisfied or result in a breach of any covenant, representation or warranty or other obligation or agreement of the such Stockholder contained in this Agreement. , and against any change in business, management or board of directors of SPAC (other than in connection with the Business Combination Agreement and the other proposals related to the Business Combination). d. The obligations of the each Stockholder specified in this Section 1 shall apply whether or not the Parent Share Issuance Merger or any action described above is recommended by Parent Board or Parent Board the SPAC Board, including if the SPAC board has effected a Parent Adverse Recommendation ChangeSPAC Change in Recommendation. e. Each Stockholder hereby irrevocably, to the fullest extent permitted by law, appoints SPAC, or any designee of SPAC, for so long as the provisions of this Section 1 remain in effect, as such Stockholder’s attorney-in-fact and proxy with full power of substitution, to vote and otherwise act (by written consent or otherwise) with respect to the Owned Shares, solely on the matters and in the manner specified in this Section 1. This proxy shall be valid for the duration of this Agreement. f. THE PROXIES AND POWERS OF ATTORNEY GRANTED PURSUANT TO SECTION 1(e) ARE IRREVOCABLE AND COUPLED WITH AN INTEREST. The proxies and powers of attorney shall not be terminated by any act of such Stockholder or by operation of law, by lack of appropriate power or authority, or by the occurrence of any other event or events and shall be binding upon all successors, assigns, heirs, beneficiaries and legal representatives of such Stockholder. Each Stockholder hereby revokes all other proxies and powers of attorney on the matters specified in this Section 1 with respect to the Owned Shares that such Stockholder may have previously appointed or granted, and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the death, bankruptcy or incapacity of such Stockholder and any obligation of such Stockholder under this Agreement shall be binding upon the heirs, personal representatives, and successors of such Stockholder.

Agreement to Vote. Prior to From the date of this Agreement until the Termination Date (as defined herein)Date, the Stockholder, in its capacity as a stockholder of Parent, each Holder irrevocably and unconditionally agrees that, at the Parent Meeting, at any other meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment called), or postponement thereof) and in connection with any written consent of the stockholders of Parent (the date or unitholders of the taking of any Opco LP, such action being an applicable “Determination Date”), the Stockholder Holder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the Stockholder’s Covered Shares applicable Securities to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause caused to be voted at such meeting in person or by proxy (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholdersuch Xxxxxx’s Covered Shares applicable Securities owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholdersuch Xxxxxx) in favor of approval (i) adoption of the Merger Agreement; (ii) the Parent Share Issuance Merger and the transactions contemplated thereby and other Transactions; (iii) any other matters amendment and/or restatement of the Organizational Documents of Parent or any of its Subsidiaries necessary or reasonably requested by to effect the Company for consummation of the Transactions; and (iv) any other proposals agreed to by Parent Share Issuance and the other transactions contemplated by Company which are necessary and appropriate in connection with the Merger Agreement, including Transactions or to effectuate the Mergerintent of the foregoing clauses (i) through (iii); and (c) vote (or execute and return an action by written consent), or cause caused to be voted at such meeting, meeting in person or by proxy (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholdersuch Holder’s Covered Shares applicable Securities against (i) any agreement, transaction or proposal that relates to a Parent Acquisition Competing Proposal and or any other transaction, proposal, agreement or action that would reasonably be expected made in opposition to materially impede, interfere with, delay, postpone or adversely affect adoption of the Merger Agreement or any of in competition or inconsistent with the other transactions Mergers or matters contemplated by the Merger Agreement Agreement; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent under or any of its Subsidiaries contained in the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder such Holder contained in this Agreement; (iii) any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Mergers set forth in Article VII of the Merger Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents); and (iv) any other action that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the transactions contemplated by the Merger Agreement, including the Mergers, or this Agreement. Any attempt by such Holder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of), the Securities in contravention of this Section ‎3.1 shall be null and void ab initio. If such Holder is the Beneficial Owner, but not the holder of record, of any Securities, such Xxxxxx agrees to take all actions reasonably necessary to cause the holder of record and any nominees to vote (or exercise a consent with respect to) all of such Securities in accordance with this Section ‎3.1. Notwithstanding anything herein to the contrary in this Agreement, this Section ‎3.1 shall not require any Holder to be present (in person or by proxy) or vote (or cause to be voted), any of the Securities to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount, changes the form of the Merger Consideration payable, extends the End Date or otherwise adversely affects such Holder of the Company (in its capacity as such) in any material respect. Notwithstanding anything to the contrary in this Agreement, but subject to Section ‎3.2, each Holder shall remain free to vote (or execute consents or proxies with respect to) the Securities with respect to any matter other than as set forth in Section ‎3.1(a) and Section ‎3.1(c) in any manner such Holder deems appropriate, including in connection with the election of directors of the Company. The obligations of the Stockholder each Holder specified in this Section 1 ‎3.1 shall apply whether or not the Parent Share Issuance Mergers or any action described above is recommended by the Parent Board or Parent Board has effected a Parent Adverse Recommendation ChangeBoard.

Agreement to Vote. Prior to (a) From the date of this Agreement until the Termination Date (as defined herein), the Stockholder, in its capacity as a stockholder of Parent, irrevocably and unconditionally agrees thatDate, at the Parent Meeting, at Company Stockholders Meeting and any other meeting of the stockholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any at every adjournment or postponement thereof) and to vote on any matter contemplated by this Agreement, however called, or (if applicable) in connection with any written consent of stockholders of Parent (the date of the taking of any Company’s stockholders, each Stockholder unconditionally and irrevocably agrees to vote, or cause to be voted, all such action being an applicable “Determination Date”), the Stockholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares toheld at that time: (ai) when in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement; (ii) in favor of the approval of any proposal to adjourn the meeting to a later date, if there is not a quorum or sufficient affirmative votes (in person or by proxy) to obtain the Company Stockholder Approval on the date on which such meeting is held; (iii) against any action or agreement that would reasonably be expected to result in the conditions of the Contemplated Transactions not being fulfilled or a breach of a covenant, appear at such meeting representation or otherwise warranty or any other material obligation or agreement of the Company contained in the Merger Agreement; (iv) against any action, proposal, transaction or agreement that would reasonably be expected to prevent or materially delay the consummation of the Contemplated Transactions or the fulfillment of the Company’s, Parent’s or Merger Sub’s conditions to Closing under the Merger Agreement; and (v) against any Company Acquisition Proposal. (b) From the date of this Agreement until the Termination Date, each Stockholder shall appear, or shall cause the applicable entity that is the record holder of any of such Stockholder’s Covered Shares, as applicable (in person, by proxy or by any other means permitted by the Parent Bylaws) at each meeting of the stockholders of the Company, or adjournment or postponement thereof, to vote on any matter contemplated by this Agreement and shall cause all such Stockholder’s Covered Shares to be counted as present thereat for the purpose purposes of establishing calculating a quorum; (b) quorum and shall vote (or execute and return an action by written consent), or cause to be voted at all such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of approval of the Parent Share Issuance and the transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance and the other transactions contemplated by the Merger Agreement, including the Merger; andaccordance with this Section 3. (c) vote Nothing in this Agreement, including this Section 3, limits or restricts any Stockholder, or any Affiliate or designee of any Stockholder who serves as a member of the Company Board in acting or voting in his or her capacity as a director of the Company and exercising his or her fiduciary duties and responsibilities, it being understood that this Agreement applies to each Stockholder solely in such Stockholder’s capacity as a stockholder of the Company and does not apply to such Stockholder’s or any such Affiliate or designee’s actions, judgments or decisions as a director of the Company, and such actions (or execute and return an action by written consent), or cause failures to act) shall not be voted at such meeting, or validly execute and return and cause such consent deemed to be granted with respect to, all of the Stockholder’s Covered Shares against any Parent Acquisition Proposal and any other action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or result in constitute a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement. The obligations of the Stockholder specified in this Section 1 shall apply whether or not the Parent Share Issuance or any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation Change.

Agreement to Vote. Prior Subject to the earlier termination of this Agreement in accordance with Section 3 and to the last paragraph of this Section 1, prior to the Termination Date (as defined herein), the Stockholder, in its capacity as a stockholder of ParentIAC, irrevocably and unconditionally agrees that, at the Parent Meeting, at IAC Stockholders’ Meeting or any other meeting of the stockholders of Parent IAC (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of Parent (the date of the taking of any such action being an applicable “Determination Date”), the Stockholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to: (a) if and when such meeting is held, appear at such meeting or otherwise cause the Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent)vote, or cause to be voted at such meeting (or validly execute and return and an action by written consent or an action to cause such consent to be granted with respect to), all of the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of approval each of the Parent Share Issuance and the transactions contemplated thereby IAC Proposals and any other matters necessary or reasonably requested by the Company IAC for consummation of the Parent Share Issuance Merger and the other transactions Transactions, including any actions necessary to effectuate the matters contemplated by the Merger Agreement, including the MergerIAC Proposals; and (c) vote or cause to be voted at such meeting (or validly execute and return an action by written consent), consent or cause an action to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Covered Shares against any Parent IAC Acquisition Proposal and any other action or business before such meeting that (i) would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement Transactions or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent IAC under the Merger Business Combination Agreement, (ii) would result in the failure of any condition set forth in Section 8.01 or Section 8.03 of the Business Combination Agreement to be satisfied or result in a material breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement or (iii) would reasonably be expected to result in a breach of Section 7.02 of the Business Combination Agreement. The obligations of the Stockholder specified in this Section 1 shall apply whether or not the Parent Share Issuance Merger or any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation Changethe IAC Board.

Agreement to Vote. Prior Section 5.1 Each Stockholder agrees, until such time, if any, that this Agreement is terminated pursuant to the Termination Date Section 8.1 hereof, that: (as defined herein), the Stockholder, in its capacity as a stockholder of Parent, irrevocably and unconditionally agrees that, at the Parent Meeting, at a) At any other meeting of the stockholders of Parent (whether annual or special the Company called to vote upon the Merger Agreement and whether or not an adjourned or postponed meetingthe transactions contemplated thereby, however called and including called, or at any adjournment or postponement thereof) and thereof or in connection with any written consent of stockholders the holders of Parent (the date of the taking of any such action being an applicable “Determination Date”), the Stockholder shall, and shall cause Common Stock or in any other holder of record of any of the Stockholder’s Covered Shares to: (a) when such meeting is heldcircumstances upon which a vote, appear at such meeting consent or otherwise cause the Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted other approval with respect to), all of to the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of approval of the Parent Share Issuance Merger Agreement and the transactions contemplated thereby is sought, each Stockholder shall be present (in person or by proxy) and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) shall vote (or execute and return an action by written consent), or cause to be voted at voted) all Subject Shares then held of record or beneficially owned by such meetingStockholder in favor of the Merger and the Merger Agreement and the transactions contemplated thereby. (b) At any meeting of stockholders of the Company, however called, or validly execute and return and at any adjournment or postponement thereof or in any other circumstances upon which a vote or other approval is sought from the Company’s stockholders, each Stockholder shall vote (or cause such consent to be granted with respect to, voted) all Subject Shares then held of the Stockholder’s Covered Shares record or beneficially owned by such Stockholder against any Parent Acquisition Proposal and any action or agreement (other action than the Merger Agreement or the transactions contemplated thereby) that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect attempt to discourage the Merger Merger, the Offer or any of the other transactions contemplated by this Agreement and the Merger Agreement or Agreement, including, but not limited to any of the following which have such an effect: (i) any Takeover Proposal; (ii) any action that is reasonably likely to result in a breach in any respect of any covenantrepresentation, representation warranty, covenant or warranty or any other obligation or agreement of Parent the Company under the Merger Agreement or result in any of the conditions set forth in Annex B to the Merger Agreement not being fulfilled; (iii) any extraordinary corporate transaction, such as a breach of any covenantmerger, representation or warranty consolidation or other obligation business combination involving the Company and its subsidiaries; (iv) a sale, lease or agreement transfer of a material amount of assets of the Company and its subsidiaries or a reorganization, recapitalization, dissolution, winding up or liquidation of the Company and its subsidiaries; (v) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by Parent; (vi) any other material change in the Company’s corporate structure, business, certificate of incorporation or bylaws that is not agreed to by Parent in the exercise of Parent’s discretion; and (vii) any material change in the present capitalization or dividend policy of the Company. (c) Each Stockholder hereby irrevocably grants to, and appoints Xxxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx (the “Proxyholders”), or either of them, in their respective capacities as officers or directors of Parent, such Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Stockholder, to vote the Subject Shares in favor of the Merger, the Merger Agreement and the transactions contemplated thereby, against any Takeover Proposal and as otherwise required by this Section 5, subject to the limitations contained herein. Each Stockholder represents that any proxies heretofore given in respect of the Subject Shares are revocable, and that any such proxies are hereby, or have previously been, revoked. This proxy will terminate upon the termination of this Agreement in accordance with its terms. Each Stockholder authorizes the Proxyholders to file this proxy and any substitution or revocation of substitution with the Secretary of the Company and with any Inspector of Elections at any meeting of the stockholders of the Company. (d) Each Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. The obligations of Each Stockholder hereby affirms that the Stockholder specified irrevocable proxy set forth in this Section 1 shall apply whether or not 5 is given in connection with the Parent Share Issuance or any action described above execution of the Merger Agreement, and that such irrevocable proxy is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation Changegiven to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Agreement to Vote. (a) Prior to the Time of Termination Date (as defined herein), the each Stockholder, in its capacity as a stockholder of Parentthe Company, irrevocably and unconditionally agrees that, at the Parent Meeting, at any other meeting of the stockholders of Parent Company Stockholders Meeting (whether annual or special and whether or not an adjourned or postponed meeting), however called and including any adjournment called, or postponement thereof) and in connection with any written consent of stockholders of Parent the Company, such Stockholder shall (the date of the taking of any such action being an applicable “Determination Date”), the Stockholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to: (ai) when such a meeting is held, appear at such meeting or otherwise cause the Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; , and respond to each request by the Company for written consent, if any, (bii) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Covered Shares owned as of the record date for such meeting Company Stockholders Meeting (or the date that any written consent is executed by Stockholder) (the Stockholder“Record Date”) in favor of approval of the Parent Share Issuance and Merger, adoption of the transactions contemplated thereby Merger Agreement and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance Merger and the other transactions contemplated by in the Merger Agreement; provided, including that each Stockholder shall be obligated under this Agreement to vote its Covered Shares owned as of the Record Date in favor of or otherwise consent to or approve the Merger, adoption of the Merger Agreement and other actions described above only if, in connection with such Company Stockholders Meeting or written consent, the Special Stockholder Approval has been obtained; and provided, further, that each Stockholder shall be obligated under this Agreement to vote its Covered Shares against or otherwise refrain from consenting to or approving the Merger, adoption of the Merger Agreement and other actions described above if, in connection with such Company Stockholders Meeting or written consent, the Special Stockholder Approval has not been obtained, and (ciii) vote (or execute and return an action by written consent), or cause to be voted at such meeting, meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Covered Shares against in respect of any Parent Acquisition Takeover Proposal and any other action that would could reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or result in a breach of in any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or result in a breach material respect of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement, in the case of this clause (iii) in favor and against such matter in the same proportion as the shares of Company Common Stock actually voted at such meeting other than the Covered Shares are voted at such meeting. Prior to the Time of Termination, each Stockholder contained agrees not to propose any matter set forth in clause (iii). (b) Except as expressly set forth in this Agreement. The obligations , each Stockholder may vote the Covered Shares in its discretion on all matters submitted for the vote of stockholders of the Stockholder specified Company or in connection with any written consent of the Company’s stockholders. (c) Subject to the last sentence of this Section 1 1(c), by execution of this Agreement, each Stockholder does hereby appoint Parent with full power of substitution and resubstitution, as such Stockholder’s true and lawful attorney and irrevocable proxy, to the full extent of such Stockholder’s rights with respect to the Covered Shares, to vote at the Company Stockholders Meeting, if such Stockholder does not perform its obligations under Section 1(a) with respect to such meeting, each of the Covered Shares that such Stockholder shall apply whether be entitled to so vote with respect to the matters set forth in Section 1(a) hereof at the Company Stockholders Meeting, and at any adjournment or not the Parent Share Issuance or postponement thereof, and in connection with any action described above is recommended of the stockholders of the Company taken by Parent Board or Parent Board has effected a Parent Adverse Recommendation Changewritten consent at the request of the Company in the manner set forth in Section 1(a) hereof. Each Stockholder intends this proxy to be irrevocable and coupled with an interest hereafter until the Time of Termination and hereby revokes any proxy previously granted by such Stockholder with respect to the Covered Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate at the Time of Termination of this Agreement.

Agreement to Vote. Prior to (a) Each of the Termination Date (as defined herein), the Stockholder, in its capacity as a stockholder of Parent, irrevocably and unconditionally Stockholders hereby agrees that, at during the Parent MeetingVoting Period, at such Stockholder shall vote or execute consents, as applicable, with respect to the Owned Shares and any other meeting New Shares beneficially owned by it as of the stockholders of Parent applicable record date (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of Parent (the date of the taking of any such action being an applicable “Determination Date”), the Stockholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such a consent to be granted executed with respect to), all of to the Stockholder’s Covered Owned Shares and any New Shares beneficially owned by it as of the applicable record date for such meeting (or the date that any written consent is executed by the Stockholderdate) in favor of the approval of the Parent Share Issuance Merger Agreement and the transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) vote at any meeting (or execute and return an any adjournment or postponement thereof) of, or in connection with any proposed action by written consent)consent of, the holders of any class or classes of capital stock of the Company at or in connection with which any of such holders vote or execute consents with respect to any of the foregoing matters. (b) Each of the Stockholders hereby agrees that, during the Voting Period, such Stockholder shall vote or execute consents, as applicable, with respect to the Owned Shares and any New Shares beneficially owned by it as of the applicable record date (or cause to be voted at such meeting, or validly execute and return and cause such a consent to be granted executed with respect to, all to the Owned Shares and any New Shares beneficially owned by it as of the Stockholder’s Covered Shares applicable record date) against each of the matters set forth in clauses (i), (ii) or (iii) below at any Parent Acquisition Proposal and meeting (or any other adjournment or postponement thereof) of, or in connection with any proposed action by written consent of, the holders of any class or classes of capital stock of the Company at or in connection with which any of such holders vote or execute consents with respect to any of the following matters: (i) any action, proposal, transaction or agreement involving the Company or any of its subsidiaries that would reasonably be expected to materially to, in any material respect, prevent, impede, frustrate, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement Agreement; or (ii) any Acquisition Proposal, other than an Acquisition Proposal made by Parent. (c) Any vote required to be cast or result consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a breach quorum is present (if applicable) and for purposes of recording the results of that vote or consent. (d) Except as set forth in clauses (a) and (b) of this Section 2.1, no Stockholder shall be restricted from voting in favor of, against or abstaining with respect to any covenant, representation or warranty or other obligation or agreement of Parent under matter presented to the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement stockholders of the Stockholder contained Company. In addition, nothing in this Agreement. The obligations Agreement shall give Parent the right to vote any Owned Shares at any meeting of the Stockholder specified stockholders other than as provided in this Section 1 shall apply whether or not the Parent Share Issuance or any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation Change2.1.

Agreement to Vote. Prior to the Termination Date (as defined herein), the Stockholdereach Sponsor and Insider Party, in its capacity as a stockholder shareholder of ParentAcquiror, irrevocably and unconditionally agrees that, that at the Parent Meeting, at meeting of Acquiror’s shareholders to be convened for the purpose of obtaining the requisite shareholder approval of the Transaction Proposals in connection with the Transactions or any other meeting of the stockholders of Parent Acquiror’s shareholders (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of Parent (the date of the taking of any such action being an applicable “Determination Date”), the Stockholder such Sponsor and Insider Party shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to: (a) if and when such meeting is held, appear at such meeting or otherwise cause the Stockholder’s all Covered Shares (as defined below) owned by such Sponsor and Insider Party as of the record date of such meeting to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent)vote, or cause to be voted voted, at such meeting (or validly execute and return and cause such consent deliver a written consent, if applicable, causing to be granted with respect to), voted) all of the Stockholdersuch Sponsor and Insider Party’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of approval each of the Parent Share Issuance and the transactions contemplated thereby Transaction Proposals and any other matters necessary or reasonably requested by the Company Acquiror for consummation of the Parent Share Issuance and Transactions, including any actions necessary to effectuate the other transactions matters contemplated by the Merger Agreement, including the MergerTransaction Proposals; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, meeting all of the Stockholdersuch Sponsor and Insider Party’s Covered Shares against any Parent Acquisition other Business Combination Proposal and any other action that (i) would reasonably be expected to materially impede, interfere with, delay, postpone postpone, nullify or adversely affect the Merger Transactions or (ii) would result in the failure of any condition set forth in Article X of the other transactions contemplated by the Merger Business Combination Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement to be satisfied or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Sponsor contained in this Agreement. , or an obligation or agreement of Acquiror under the Business Combination Agreement. (d) The obligations of the Stockholder Sponsor and Insider Parties specified in this Section 1 shall apply whether or not the Parent Share Issuance Transactions or any action described above is are recommended by Parent the Board of Directors of Acquiror (the “Acquiror Board”) or Parent the Acquiror Board has effected a Parent Adverse Recommendation Changechanged, withdrawn, withheld, qualified or modified, or publicly proposed to change, withdraw, withhold, qualify or modify, its recommendation to adopt and/or approve the Transaction Proposals. For purposes of this Agreement, “Covered Shares” means all shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock held by such Sponsor and Insider Party as of the date hereof, together with any shares of Acquiror Class B Common Stock and Acquiror Class A Common Stock acquired by such Sponsor and Insider Party after the date hereof.

Agreement to Vote. Prior (a) From the period commencing with the execution and delivery of this Agreement and continuing until the termination of this Agreement pursuant to the Termination Date (as defined herein)Section 4.11, the Stockholder, in its capacity as a stockholder of Parent, irrevocably and unconditionally Stockholder agrees that, at the Parent Meeting, : (i) at any other meeting of the stockholders of Parent (whether annual called to seek the Parent Stockholder Approval or special in any other circumstances upon which a vote, consent or other approval of such Stockholder with respect to the Merger Agreement and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent the issuance of stockholders of the Parent Class B Common Stock pursuant to the Merger (the date of the taking of any such action being an applicable “Determination DateParent Share Issuance”), the Stockholder shall, and shall cause any other holder of record of ) or any of the Stockholder’s Covered Shares to: (a) when other transactions contemplated by the Merger Agreement is sought, such meeting is held, appear at such meeting or otherwise Stockholder shall cause the Stockholder’s Covered its Subject Shares to be counted as present thereat in person or by proxy for the purpose purposes of establishing constituting a quorum; (b) vote (or execute quorum and return an action by written consent)vote, or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to)voted, all of the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any including by executing a written consent is executed if requested by the Stockholder) Company, its Subject Shares in favor of approval granting the Parent Stockholder Approval and the Required Parent Stockholder Vote and any other actions presented to the stockholders of Parent as necessary or desirable in connection with the Parent Stockholder Approval, the Required Parent Stockholder Vote and the Merger Agreement, the Parent Share Issuance and or any of the other transactions contemplated thereby and by the Merger Agreement; and (ii) at any meeting of the stockholders of Parent or in any other matters necessary circumstances upon which a vote, consent or reasonably other approval of such Stockholder is sought, such Stockholder shall cause its Subject Shares to be present in person or by proxy for purposes of constituting a quorum and vote, or cause to be voted, including by executing a written consent if requested by the Company for Company, its Subject Shares against (A) any action, agreement or proposal made in opposition to or in competition with the consummation of the Parent Share Issuance and or any of the other transactions contemplated by the Merger Agreement, including the Merger; and (cB) vote (any action, agreement or execute and return an action by written consent), proposal involving Parent or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, all any of the Stockholder’s Covered Shares against any Parent Acquisition Proposal and any other action its Subsidiaries that would reasonably be expected to materially result in a breach of any covenant, representation or warranty of Parent, Merger Sub I or Merger Sub II under the Merger Agreement and (C) any amendment of the certificate of incorporation or bylaws of Parent or any other action, agreement or proposal involving Parent or any of its Subsidiaries that would in any manner impede, interfere withfrustrate, delay, postpone prevent or adversely affect nullify any provision of the Merger Agreement, the Parent Share Issuance or any of the other transactions contemplated by the Merger Agreement or result change in a breach any manner the voting rights of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement class of the capital stock of Parent. (b) The Stockholder contained in this Agreement. The obligations of the Stockholder specified in this Section 1 shall apply whether not commit or not the Parent Share Issuance or agree to take any action described above is recommended by inconsistent with any provision of Section 3.01(a). (c) The Stockholder will use reasonable best efforts to cause each of its Family Members who hold any Parent Board Common Stock (whether directly or Parent Board has effected indirectly, as listed on Schedule A) to comply with the provisions of Section 3.01(a)(i) hereof as though such person were a Parent Adverse Recommendation Changeparty hereto.

Agreement to Vote. Prior to the Termination Date (as defined herein), the Stockholder, in its capacity as a stockholder of Parent, The Acquiror Stockholder hereby irrevocably and unconditionally agrees that, (a) to vote at the Parent Meeting, at Special Meeting or any other meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meetingAcquiror Stockholders, however called and including any adjournment or postponement thereof) and in connection any action by written resolution of the Acquiror Stockholders, in each case, during which the Proposals are presented to the Acquiror Stockholders for approval, all of the Acquiror Stockholder’s Acquiror Common Stock (together with any written consent other equity securities of stockholders Acquiror that the Acquiror Stockholder holds of Parent (record or beneficially, as of the date of this Agreement, or acquires record or beneficial ownership of after the taking of any such action being an applicable “Determination Date”)date hereof, collectively, the Stockholder shall“Subject Acquiror Equity Securities”) (i) in favor of the Proposals and (ii) against, and the undersigned Acquiror Stockholder shall cause withhold consent with respect to, any other holder of record matter, action or proposal that would reasonably be expected to result in (x) a breach of any of the StockholderAcquiror’s Covered Shares to: or Merger Sub’s covenants, agreements or obligations under the Merger Agreement or (y) any of the conditions to the Closing set forth in Sections 9.01 or 9.03 of the Merger Agreement not being satisfied, (b) if the Special Meeting or any other meeting of the Acquiror Stockholders is held in respect of the matters set forth in clause (a) when such meeting is held), to appear at such meeting meeting, in person or by proxy, or otherwise cause all of the Acquiror Stockholder’s Covered Shares Subject Acquiror Equity Securities to be counted as present thereat for the purpose purposes of establishing a quorum; quorum and (bc) vote (not to redeem, elect to redeem or execute tender or submit any of its Subject Acquiror Equity Securities for redemption in connection with the Acquiror Stockholder Approval, the Merger or any other Transactions or otherwise prior to the termination of this Agreement pursuant to Section 6, and return an action by written consent)any attempt to redeem the Subject Acquiror Equity Securities will be void ab initio and of no effect. Prior to any valid termination of the Merger Agreement, the Acquiror Stockholder shall take, or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to)taken, all of the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of approval of the Parent Share Issuance actions and the transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) vote (or execute and return an action by written consent)to do, or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect todone, all of the Stockholder’s Covered Shares against any Parent Acquisition Proposal and any other action that would things reasonably be expected necessary under applicable Laws to materially impede, interfere with, delay, postpone or adversely affect consummate the Merger or any of and the other transactions contemplated by Transactions and on the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under terms and subject to the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreementconditions set forth therein. The obligations of the Acquiror Stockholder specified in this Section 1 shall apply whether or not the Parent Share Issuance Merger, any of the Transactions or any action described above is recommended recommend by Parent Board or Parent Board has effected a Parent Adverse Recommendation Changethe Acquiror Board.

Agreement to Vote. Prior to the Termination Date (as defined herein), the Each Stockholder, in its capacity as a stockholder of Parentthe Company, irrevocably and unconditionally agrees that, at the Parent Meeting, at any other meeting of the stockholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of Parent (the date of the taking of any Company, such action being an applicable “Determination Date”), the Stockholder shall, and shall cause any other holder of record of any of the such Stockholder’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the such Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the such Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the such Stockholder) in favor of approval the Merger and the adoption of the Parent Share Issuance and the transactions contemplated thereby Merger Agreement and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance Merger and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting, meeting (or validly execute and return and cause such consent to be granted with respect to), all of the such Stockholder’s Covered Shares against (i) any Parent Acquisition Proposal and (ii) any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or result in a breach of any covenantAgreement, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of such Stockholder contained in this Agreement. The obligations of the each Stockholder specified in this Section 1 shall apply whether or not the Parent Share Issuance Merger or any action described above is recommended by Parent the Company Board or Parent the Company Board has effected a Parent Adverse Recommendation ChangeCompany Change in Recommendation.

Agreement to Vote. Prior to The Stockholder hereby agrees that from and after the Termination Date (as defined herein), date hereof until the Stockholder, in its capacity as a stockholder termination of Parent, irrevocably and unconditionally agrees that, at the Parent Meetingthis Agreement, at any other duly called meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meetingClinical Data, however called and including any adjournment or postponement thereof) and in connection with any action by written consent of the stockholders of Parent (the date of the taking of any such action being an applicable “Determination Date”)Clinical Data, the Stockholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to: (a) when such if a meeting is held, appear at such the meeting and any adjournment or postponement thereof, in person or by proxy, or otherwise cause the Stockholder’s Covered Subject Common Shares over which the Stockholder has sole voting power (and use his best efforts to cause the Subject Common Shares over which the Stockholder has joint voting power) to be counted as present thereat for the purpose purposes of establishing a quorum; , and such Stockholder shall vote or consent the Subject Common Shares over which the Stockholder has sole voting power (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect toconsented the Subject Common Shares over which the Stockholder has joint voting power), all of the Stockholder’s Covered Shares owned as of the record date for such meeting in person or by proxy, (or the date that any written consent is executed by the Stockholdera) in favor of approval approving the issuance of shares of Clinical Data's Common Stock pursuant to the Parent Share Issuance Merger and the transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for consummation each of the Parent Share Issuance and the other transactions and other matters specifically contemplated by the Merger Agreement, including (b) in favor of any proposal to adjourn any such meeting if necessary to permit further solicitation of proxies in the event there are not sufficient votes at the time of such meeting to approve the issuance of shares of Clinical Data's Common Stock pursuant to the Merger; and , (c) vote (against any action or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, all agreement submitted for approval of the Stockholder’s Covered Shares against any Parent Acquisition Proposal and any other action stockholders of Clinical Data that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent Clinical Data under the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained under this Agreement and (d) except as otherwise agreed in this writing by the Company, against any action, agreement, transaction or proposal submitted for approval of the stockholders of Clinical Data that would reasonably be expected to result in any of the conditions to Clinical Data's obligations under the Merger Agreement not being fulfilled or that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay or adversely affect the transactions contemplated by the Merger Agreement. The obligations of Any vote by the Stockholder specified that is not in accordance with this Section 1 1.1 shall apply whether be considered null and void. The Stockholder shall not enter into any agreement or not understanding with any person or entity prior to the Parent Share Issuance termination of this Agreement to vote or any action described above is recommended by Parent Board give instructions in a manner inconsistent with clauses (a), (b), (c) or Parent Board has effected a Parent Adverse Recommendation Change(d) of this Section 1.1.

Agreement to Vote. Prior Section 5.1 Each Stockholder agrees, until such time, if any, that this Agreement is terminated pursuant to the Termination Date Section 8.1 hereof, that: (as defined herein), the Stockholder, in its capacity as a stockholder of Parent, irrevocably and unconditionally agrees that, at the Parent Meeting, at a) At any other meeting of the stockholders of Parent (whether annual or special the Company called to vote upon the Merger Agreement and whether or not an adjourned or postponed meetingthe transactions contemplated thereby, however called and including called, or at any adjournment or postponement thereof) and thereof or in connection with any written consent of stockholders the holders of Parent (the date of the taking of any such action being an applicable “Determination Date”), the Stockholder shall, and shall cause Common Stock or in any other holder of record of any of the Stockholder’s Covered Shares to: (a) when such meeting is heldcircumstances upon which a vote, appear at such meeting consent or otherwise cause the Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted other approval with respect to), all of to the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of approval of the Parent Share Issuance Merger Agreement and the transactions contemplated thereby is sought, each Stockholder shall be present (in person or by proxy) and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) shall vote (or execute and return an action by written consent), or cause to be voted at voted) all Subject Shares then held of record or beneficially owned by such meetingStockholder in favor of the Merger and the Merger Agreement and the transactions contemplated thereby. (b) At any meeting of stockholders of the Company, however called, or validly execute and return and at any adjournment or postponement thereof or in any other circumstances upon which a vote or other approval is sought from the Company’s stockholders, each Stockholder shall vote (or cause such consent to be granted with respect to, voted) all Subject Shares then held of the Stockholder’s Covered Shares record or beneficially owned by such Stockholder against any Parent Acquisition Proposal and any action or agreement (other action than the Merger Agreement or the transactions contemplated thereby) that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect attempt to discourage the Merger Merger, the Offer or any of the other transactions contemplated by this Agreement and the Merger Agreement or Agreement, including, but not limited to any of the following which have such an effect: (i) any Takeover Proposal; (ii) any action that is reasonably likely to result in a breach in any respect of any covenantrepresentation, representation warranty, covenant or warranty or any other obligation or agreement of Parent the Company under the Merger Agreement or result in any of the conditions set forth in Annex B to the Merger Agreement not being fulfilled; (iii) any extraordinary corporate transaction, such as a breach of any covenantmerger, representation or warranty consolidation or other obligation business combination involving the Company and its subsidiaries; (iv) a sale, lease or agreement transfer of a material amount of assets of the Company and its subsidiaries or a reorganization, recapitalization, dissolution, winding up or liquidation of the Company and its subsidiaries; (v) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by Parent; (vi) any other material change in the Company’s corporate structure, business, certificate of incorporation or bylaws that is not agreed to by Parent in the exercise of Parent’s discretion; and (vii) any material change in the present capitalization or dividend policy of the Company. (c) Each Stockholder hereby irrevocably grants to, and appoints Mxxxxxx X. Xxxxxxx and Sxxxxx X. Xxxxxxx (the “Proxyholders”), or either of them, in their respective capacities as officers or directors of Parent, such Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Stockholder, to vote the Subject Shares in favor of the Merger, the Merger Agreement and the transactions contemplated thereby, against any Takeover Proposal and as otherwise required by this Section 5, subject to the limitations contained herein. Each Stockholder represents that any proxies heretofore given in respect of the Subject Shares are revocable, and that any such proxies are hereby, or have previously been, revoked. This proxy will terminate upon the termination of this Agreement in accordance with its terms. Each Stockholder authorizes the Proxyholders to file this proxy and any substitution or revocation of substitution with the Secretary of the Company and with any Inspector of Elections at any meeting of the stockholders of the Company. (d) Each Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. The obligations of Each Stockholder hereby affirms that the Stockholder specified irrevocable proxy set forth in this Section 1 shall apply whether or not 5 is given in connection with the Parent Share Issuance or any action described above execution of the Merger Agreement, and that such irrevocable proxy is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation Changegiven to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Agreement to Vote. Prior (a) Provided that Parent has not ----------------- breached or violated Section 4(b) hereof, each Stockholder hereby agrees to attend the Stockholders Meeting of the Company (or any other meeting of stockholders of the Company at which the matters contemplated by the Merger Agreement or this Agreement are to be presented to a vote of stockholders of the Company), in person or by proxy, and to vote (or cause to be voted) all Shares and any other voting securities of the Company (including any such securities acquired hereafter but excluding any Shares or other securities the Stockholder has the right to acquire but has not acquired) that such Stockholder directly or indirectly owns or has the right to vote or direct the voting (collectively, the "Covered Shares"), for approval and adoption of the Merger Agreement, the Merger and any related action reasonably required in furtherance thereof, such agreement to vote to apply also to any adjournment or adjournments or postponement or postponements of the Stockholders Meeting of the Company (or any such other meeting). Each Stockholder hereby further agrees that until the Termination Date (as defined hereinbelow), the Stockholderhe or she shall, from time to time, in its capacity as connection with any consent solicitation relating to the Merger Agreement, timely execute and deliver (or cause to be timely executed and delivered) a stockholder written consent with respect to any Covered Shares in favor of Parentthe approval and adoption of the Merger Agreement, irrevocably the Merger and unconditionally any action required in furtherance thereof. (b) From and after the date hereof until the Termination Date, each Stockholder hereby agrees to vote (or cause to be voted) any Covered Shares against any Takeover Proposal and any related action reasonably required in furtherance thereof, at any meeting of stockholders of the Company (including any adjournments or postponements thereof) called to consider and vote on any Takeover Proposal. Each Stockholder further agrees that, at until the Termination Date, in connection with any consent solicitation relating to a Takeover Proposal, such Stockholder will timely execute and deliver (or cause to be timely executed and delivered) a written consent with respect to any Covered Shares against any Takeover Proposal as contemplated by the immediately preceding sentence. For purposes hereof, the term "Termination Date" shall mean the first to occur of (a) the 9 month anniversary of the date of termination of the Merger Agreement, (b) the date of consummation of the Merger and (c) the date of any breach or violation of Section 4(b) by Parent; provided, however, -------- ------- that in the event that the Merger Agreement is terminated after the Parent Meeting, at any other meeting Charter Amendment and the issuance of Parent Shares in the Merger has been submitted to the vote of the stockholders of Parent (whether annual or special at the Parent Stockholders Meeting and whether or not an adjourned or postponed meeting, however called approved and including any adjournment or postponement thereof) and in connection with any written consent of stockholders adopted by the requisite holders of Parent (the date of the taking of any such action being an applicable “Determination Date”), the Stockholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Common Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of approval of the Parent Share Issuance and the transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, all of the Stockholder’s Covered Shares against any Parent Acquisition Proposal and any other action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by if the Merger Agreement or is terminated as a result in a breach of any covenant, representation or warranty or other obligation or agreement the failure of Parent under the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement to be consummated because of the Stockholder contained in this Agreement. The obligations failure of the Stockholder specified condition in this Section 1 8.1 (b) or Section 8.2(e) to be satisfied, the Termination Date shall apply whether or not be the Parent Share Issuance or any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation Changedate of termination of the Merger Agreement.

Agreement to Vote. Prior Subject to the earlier termination of this Agreement in accordance with Section 5, the Atairos Stockholder, solely in its capacity as a stockholder of the Company, irrevocably and unconditionally agrees that it shall, and shall cause any other holder of record of any of the Atairos Covered Shares to, validly execute and deliver to the Company, no later than the third (3rd) Business Day following the date that the Registration Statement becomes effective, a written consent in favor of adopting the Business Combination Agreement in respect of all of the Atairos Covered Shares. In addition, prior to its Termination Date (as defined herein), the Atairos Stockholder, in its capacity as a stockholder of Parentthe Company, irrevocably and unconditionally agrees that, at the Parent Meeting, at any other meeting of the stockholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of Parent (the date of the taking of any such action being an applicable “Determination Date”)Company, the Atairos Stockholder shall, and shall cause any other holder of record of any of the Stockholder’s Atairos Covered Shares Shares, to: (a) if and when such meeting is held, appear at such meeting or otherwise cause the Stockholder’s Atairos Covered Shares Shares, to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Atairos Covered Shares Shares, owned as of the record date for such meeting (or the date that any written consent is executed by the Atairos Stockholder) in favor of approval the Merger and the adoption of the Parent Share Issuance and the transactions contemplated thereby Business Combination Agreement and any other matters necessary or reasonably requested by the Company or the Acquiror for consummation of the Parent Share Issuance Merger and the other transactions contemplated by the Merger Business Combination Agreement, including the Merger; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, all of the Stockholder’s Atairos Covered Shares Shares, against (i) any Parent Company Acquisition Proposal or any proposal relating to a Company Acquisition Proposal (in each case, other than the Transactions), (ii) any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Company (other than the Business Combination Agreement and the Transactions), and (iii) any other action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Business Combination Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Business Combination Agreement that would result in the failure of any condition set forth in Section 9.01, Section 9.02 or Section 9.03 of the Business Combination Agreement to be satisfied or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Atairos Stockholder contained in this Agreement. The obligations of the Stockholder specified in this Section 1 shall apply whether or not the Parent Share Issuance or any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation Change.

Agreement to Vote. Prior to (a) From the date of this Agreement until the Termination Date (as defined herein), the Stockholder, in its capacity as a stockholder of Parent, irrevocably and unconditionally agrees thatTime, at the Parent Meeting, at Stockholders Meeting and any other meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any at every adjournment or postponement thereof) and to, subject to the last sentence of this Section 3(a), vote on any matter contemplated by this Agreement, however called, or (if applicable) in connection with any written consent of stockholders of Parent (the date of the taking of any Parent’s stockholders, each Stockholder unconditionally and irrevocably agrees to vote, or cause to be voted, all such action being an applicable “Determination Date”), the Stockholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares toheld at that time: (ai) when in favor of (A) the Parent Share Issuance, (B) the Parent Charter Amendment and (C) a proposal to increase the number of shares of Parent Common Stock reserved for issuance under the Parent 2011 Equity Incentive Plan by an amount determined by the Parent Board but not to exceed the amount of shares of Parent Common Stock set forth on Schedule B hereto; (ii) in favor of the approval of any proposal to adjourn the meeting to a later date, if there is not a quorum or sufficient affirmative votes (in person or by proxy) to obtain the Parent Stockholder Approval on the date on which such meeting is held, appear at such meeting ; (iii) against any action or otherwise agreement that would cause the conditions of the Contemplated Transactions to not be fulfilled; and (iv) against any action, proposal, transaction or agreement that would cause the non-fulfillment of the Company’s, Parent’s or Merger Sub’s conditions to Closing under the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, no Stockholder shall be required to vote any Covered Shares or take any other action in contravention of the Series B-2 Preferred Stock Certificate of Designations (including, without limitation, Section 13 thereof), and no failure to take any such action shall be deemed to constitute a breach of this Agreement.. (b) From the date of this Agreement until the Termination Time, each Stockholder shall appear, or shall cause the applicable entity that is the record holder of any of such Stockholder’s Covered Shares, as applicable (in person, by proxy or by any other means permitted by the Parent Bylaws) at each meeting of the stockholders of Parent, or any adjournment or postponement thereof, to vote on any matter contemplated by this Agreement and shall cause all such Stockholder’s Covered Shares to be counted as present thereat for the purpose purposes of establishing calculating a quorum; (b) quorum and shall vote (or execute and return an action by written consent), or cause to be voted at all such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of approval of the Parent Share Issuance and the transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance and the other transactions contemplated by the Merger Agreement, including the Merger; andaccordance with this Section 3. (c) vote Nothing in this Agreement, including without limitation this Section 3 and Section 8, limits or restricts any Stockholder, or any Affiliate or designee of any Stockholder who serves as a member of the Parent Board in acting or voting in his or her capacity as a director of Parent and exercising his or her fiduciary duties and responsibilities, it being understood that this Agreement applies to each Stockholder solely in such Stockholder’s capacity as a stockholder of Parent and does not apply to such Stockholder’s or any such Affiliate or designee’s actions, judgments or decisions as a director of Parent, and such actions (or execute and return an action by written consent), or cause failures to act) shall not be voted at such meeting, or validly execute and return and cause such consent deemed to be granted with respect to, all of the Stockholder’s Covered Shares against any Parent Acquisition Proposal and any other action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or result in constitute a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement. The obligations of the Stockholder specified in this Section 1 shall apply whether or not the Parent Share Issuance or any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation Change.

Agreement to Vote. Prior Subject to the earlier termination of this Agreement in accordance with Section 3, the Securityholder, in its capacity as an equityholder of the Company, irrevocably and unconditionally acknowledges and agrees that it has validly executed and delivered, and has caused any other holder of record of any of any of the Securityholder’s Covered Stock to validly execute and deliver, in each case to the Company, on the date first written above and automatically effective as of the first Business Day following the Effective Date, the written consent attached hereto as Exhibit A in respect of all of the Securityholder’s Covered Stock. In addition, prior to the Termination Date (as defined herein), the StockholderSecurityholder, in its capacity as a stockholder an equityholder of Parentthe Company, irrevocably and unconditionally agrees that, at the Parent Meeting, at any other meeting of the stockholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of the stockholders of Parent (the date of the taking of any such action being an applicable “Determination Date”)Company, the Stockholder Securityholder shall, and shall cause any other holder of record of any of the StockholderSecurityholder’s Covered Shares Stock to: (a) if and when such meeting is held, appear at such meeting or otherwise cause the StockholderSecurityholder’s Covered Shares Stock to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the StockholderSecurityholder’s Covered Shares Stock owned as of the record date for such meeting (or the date that any written consent is executed by the StockholderSecurityholder) in favor of approval the Merger and the adoption of the Parent Share Issuance and the transactions contemplated thereby Merger Agreement and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance Merger and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, all of the StockholderSecurityholder’s Covered Shares Stock against any Parent Acquisition Proposal equityholder proposal and any other action that (i) would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent the Company under the Merger Agreement or (ii) would result in the failure of any condition set forth in Article IX of the Merger Agreement to be satisfied or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Securityholder contained in this Agreement. The obligations of the Stockholder specified in this Section 1 shall apply whether or not the Parent Share Issuance or any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation Change.

Agreement to Vote. Prior Subject to the Termination Date (as defined herein)earlier termination of this Agreement in accordance with Section 20 the Sponsor, the Stockholder, solely in its capacity as a stockholder of ParentSPAC, irrevocably and unconditionally agrees that, at the Parent Meeting, that at any other meeting of the stockholders of Parent SPAC (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of the stockholders of Parent (the date of the taking of any such action being an applicable “Determination Date”)SPAC, the Stockholder Sponsor shall, and shall cause any other holder of record of any of the StockholderSponsor’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the StockholderSponsor’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the StockholderSponsor’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the StockholderSponsor) in favor of approval of the Parent Share Issuance and the transactions contemplated thereby each Transaction Proposal and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance Mergers and the other transactions contemplated by the Merger Agreement, including the Mergerincluding, but not limited to, any SPAC Extension Proposal; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting, meeting (or validly execute and return and cause such consent to be granted with respect to), all of the StockholderSponsor’s Covered Shares against any Parent Acquisition SPAC Business Combination Proposal (as defined below) and any other action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger Mergers or any of the other transactions contemplated by the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent SPAC under the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Sponsor contained in this Agreement. The obligations of the Stockholder Sponsor specified in this Section 1 shall apply whether or not the Parent Share Issuance Mergers or any action described above is recommended by Parent the SPAC Board or Parent the SPAC Board has effected a Parent Adverse Recommendation Changepreviously recommended the Mergers but changed such recommendation.

Agreement to Vote. Prior to From and after the Termination Date (as defined herein)date hereof until the Expiration Time, each of the Stockholder, in its capacity as a stockholder of Parent, Supporting Shareholders irrevocably and unconditionally agrees that, at the Parent Meeting, that at any other meeting of the stockholders shareholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any action by written consent of stockholders of Parent (the date shareholders of the taking of any Company, such action being an applicable “Determination Date”), the Stockholder Supporting Shareholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to: (a) when such meeting is held, appear at such meeting meeting, in person or by proxy, or otherwise cause the Stockholdersuch Supporting Shareholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholdersuch Supporting Shareholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholdersuch Supporting Shareholder) in favor of approval the Acquisition Merger, the adoption of the Parent Share Issuance and the transactions contemplated thereby Merger Agreement and any other matters necessary or reasonably requested by Xxxxxx, Purchaser or the Company for the consummation of the Parent Share Issuance Acquisition Merger and the other transactions contemplated by the Merger Agreement; (c) in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents or under any agreements between the Company and its shareholders, including or otherwise sought with respect to the MergerMerger Agreement or the other transactions contemplated by the Merger Agreement, vote, consent or approve (or cause to be voted, consented or approved) all of such Supporting Shareholder’s Covered Shares held at such time in favor thereof; and (cd) vote (or execute and return an action by written consent), or cause to be voted at such meeting, meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholdersuch Supporting Shareholder’s Covered Shares against (i) any Parent Acquisition Alternative Proposal and (ii) any and all other action proposals or actions that would reasonably be expected to materially (x) impede, interfere with, delay, postpone or adversely affect the Acquisition Merger or any of the other transactions contemplated by the Merger Agreement, (y) result in any of the closing conditions of the Company or the Purchaser Parties under the Merger Agreement not being satisfied, or otherwise result in a breach of any covenantof the representations, representation or warranty warranties, covenants or other obligation obligations or agreement agreements of Parent the Company, the Purchaser Parties or the Supporting Shareholders under the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement, as applicable. The obligations of the Stockholder specified in this Section 1 No Supporting Shareholder shall apply whether take or not the Parent Share Issuance omit to take, or commit or agree to take or omit to take any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation Changeinconsistent with the foregoing that would be effective prior to the Expiration Time.

Agreement to Vote. (a) Prior to the Termination Date (as defined herein), the each Stockholder, in its capacity as a stockholder of Parentthe Company, irrevocably and unconditionally agrees that, at the Parent Meeting, at any other meeting of the stockholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called and including any adjournment or postponement thereof) , including the Stockholders Meeting and in connection with any written consent of stockholders of Parent (the date Company, or circumstances where the vote of the taking of any such action being an applicable “Determination Date”)Company’s stockholders is sought, the Stockholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to: (ai) when such meeting is held, appear at such meeting or otherwise cause the Stockholder’s Covered Shares owned by the Stockholder to be counted as present thereat for the purpose of establishing a quorum; (bii) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Covered Shares (other than warrants that are not eligible to vote) owned by the Stockholder as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of approval of the Parent Share Issuance Merger and the transactions contemplated thereby and adoption of (A) the Merger Agreement, (B) any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance Merger, and the (C) any other transactions contemplated by the Merger Agreement, including the Merger; and (ciii) vote (or execute and return an action by written consent), or cause to be voted at such meeting, meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Covered Shares (other than warrants that are not eligible to vote) owned by the Stockholder (1) against any Parent Acquisition Proposal or any action which is a component of any Acquisition Proposal; and (2) against any other action action, proposal or agreement that would reasonably be expected to materially impede, materially interfere with, materially delay, postpone materially postpone, or materially adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement. The Subject to Section 1(b), the obligations of the Stockholder Stockholders specified in this Section 1 shall apply whether or not the Parent Share Issuance Merger or any action described above is recommended by Parent the Board of Directors of the Company or Parent the Board of Directors of the Company has effected a Parent Adverse Change of Recommendation. (b) Notwithstanding anything herein to the contrary, in the event of a Change of Recommendation Changemade in compliance with the terms of the Merger Agreement: (i) the aggregate number of shares of Common Stock owned by the Stockholders that shall be considered “Covered Shares” for all purposes of this Agreement shall be automatically modified without any further notice or any action by the Company or the Stockholders to be only 8,586,936 shares of Common Stock (the “Committed Covered Shares”), such that each Stockholder shall only be obligated to vote (or execute and return an action by written consent with respect to) the Committed Covered Shares held by such Stockholder in the manner set forth in Section 1(a) with respect to the Covered Shares after giving effect to such modification; and (ii) each Stockholder, in its sole discretion, shall be free to Transfer (as defined below), and to vote or cause to be voted, in person or by proxy, and to execute and return or to cause to be executed and returned any action by written consent with respect to, all of the remaining Covered Shares held by such Stockholder in excess of the Committed Covered Shares (the “Excess Covered Shares”) in any manner it may choose. For the avoidance of doubt, in all events where applicable, the Committed Covered Shares shall be deemed “Covered Shares” for purposes of this Agreement.

Agreement to Vote. Prior to a. From the date hereof until the earlier of the Termination Date (as defined herein)below) or the Closing, the Stockholder, in its capacity as a stockholder of Parent, Shareholder irrevocably and unconditionally agrees that, at the Parent Meeting, that it will at any other meeting of the stockholders shareholders of Parent the Company (whether annual annual, special or special otherwise and whether or not an adjourned or postponed meeting), however called and including any adjournment called, or postponement thereof) and in connection with any written consent of stockholders of Parent (the date shareholders of the taking of any such action being an applicable “Determination Date”)Company, the Stockholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares tohowever proposed: (aA) when such a meeting is held, appear at such meeting or otherwise cause the Stockholder’s Covered Shares that are owned by Shareholder as of the date of such meeting to be counted as present thereat for the purpose of establishing a quorum; , and when a written consent is proposed, respond to each request by the Company for written consent and (bB) so long as Shareholder is not prohibited by applicable Law, vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of approval of the Parent Share Issuance and the transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, all Covered Shares that are owned by Shareholder as of the Stockholderdate of such meeting or consent in favor of the adoption and approval of (x) the Merger Agreement, the Statutory Merger Agreement (each as they may be amended from time to time in accordance with their terms) and the Merger, including with respect to the Company Shareholder Approval and (y) each of the other Transactions and documents relating thereto of which approval of the Company’s shareholders is solicited; and ii. so long as Shareholder is not prohibited by applicable Law, vote or consent, or cause to be voted at such meeting or cause such consent to be granted with respect to, all Covered Shares against any Parent Acquisition Proposal and any other action matter that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the consummation of the Merger or any of the other transactions contemplated by Transactions if the Company Board (acting at the recommendation of the Special Committee) or the Special Committee recommends a vote against such matter. b. Shareholder hereby gives any consents or waivers that are reasonably required for the consummation of the Merger Agreement or result in a breach any of the other Transactions under the terms of any covenant, representation or warranty or other obligation or agreement of Parent under Contracts between the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement. The obligations of the Stockholder specified in this Section 1 shall apply whether or not the Parent Share Issuance Company or any action described above is recommended by Parent Board of its Affiliates, on the one hand, and Shareholder or Parent Board has effected a Parent Adverse Recommendation Changeany of its Subsidiaries, on the other hand, or pursuant to any rights Shareholder may have under such Contracts.

Agreement to Vote. Prior Subject to the Termination Date (as defined herein)earlier termination of this Agreement in accordance with Section 21 and the last paragraph of this Section 1, the StockholderSponsor, solely in its capacity as a stockholder of ParentHolicity, irrevocably and unconditionally agrees that, at the Parent Special Meeting, at any other meeting of the stockholders of Parent Holicity (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of the stockholders of Parent (the date of the taking of any such action being an applicable “Determination Date”)Holicity, the Stockholder Sponsor shall, and shall cause any other holder of record of any of the StockholderSponsor’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the StockholderSponsor’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the StockholderSponsor’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the StockholderSponsor) in favor of approval of the Parent Share Issuance and the transactions contemplated thereby each Proposal and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance Merger and the other transactions contemplated by the Merger Business Combination Agreement, including the Merger; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting, meeting (or validly execute and return and cause such consent to be granted with respect to), all of the StockholderSponsor’s Covered Shares against any Parent Acquisition Proposal Business Combination proposal other than with the Company, its shareholders and their respective Affiliates and Representatives (a “Holicity Business Combination Proposal”) and any other action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Business Combination Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent Holicity under the Merger Business Combination Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Sponsor contained in this Agreement. The obligations of the Stockholder Sponsor specified in this Section 1 shall apply whether or not the Parent Share Issuance Merger or any action described above is recommended by Parent the Holicity Board or Parent the Holicity Board has effected a Parent Adverse Recommendation Changepreviously recommended the Merger but changed such recommendation. For the avoidance of doubt, Sponsor shall retain at all times the right to vote any Covered Shares in Sponsor’s sole discretion, and without any other limitation, on any matters other than those expressly covered by this Section 1 that are at any time or from time to time presented for consideration to Holicity’s stockholders.

Agreement to Vote. Prior Subject to the earlier termination of this Agreement in accordance with Section 3 and the last paragraph of this Section 1, the Shareholder, solely in the Shareholder’s capacity as a shareholder of NewCo, shall, and shall cause any other holder of record of any of the Shareholder’s Covered Shares, to validly execute a written consent in respect of all of the Shareholder’s Covered Shares approving the Transactions, including the Merger Agreement, and any other matters necessary or reasonably requested by NewCo for the consummation of the Transactions and the other transactions contemplated by the Merger Agreement, and shall deliver such written consent to NewCo on (or effective as of) the third (3rd) Business Day following the date that the execution version of the written consent is delivered by NewCo to the Shareholder. In addition, without limiting the foregoing, prior to the Termination Date (as defined herein), the StockholderShareholder, in its capacity as a stockholder shareholder of Parent, irrevocably and unconditionally agrees that, at the Parent MeetingNewCo, at any other meeting of the stockholders shareholders of Parent NewCo (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of stockholders shareholders of Parent (the date of the taking of any such action being an applicable “Determination Date”)NewCo, the Stockholder shall, and shall cause any other holder of record of any of the Stockholdersuch Shareholder’s Covered Shares to: (a) if and when such meeting is held, appear at such meeting or otherwise cause the StockholderShareholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of approval of the Parent Share Issuance and the transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) vote (or execute and return an action by written consent)vote, or cause to be voted at such meeting, all of such Shareholder’s Covered Shares in favor of (or validly execute and return and return, or cause such consent to be granted executed and returned, a written consent, with respect to all of such Shareholder’s Covered Shares, to) the Transactions, the adoption of the Merger Agreement, and any other matters necessary or reasonably requested by NewCo for the consummation of the Transactions and the other transactions contemplated by the Merger Agreement; (c) in any other circumstances upon which a consent or other approval is required under the Charter Documents of NewCo or otherwise sought with respect to the Merger Agreement or the other transactions contemplated by the Merger Agreement, vote, consent or approve (or cause to be voted, consented or approved) all of such Shareholder’s Covered Shares held at such time in favor thereof; (d) vote, or cause to be voted at such meeting, all of the Stockholdersuch Shareholder’s Covered Shares against (or withhold, or cause to be withheld, written consent, with respect to all of such Shareholder’s Covered Shares, to) (i) any Parent Acquisition Proposal Company Competing Transaction and (ii) any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger Transactions or any of the other transactions contemplated by the Merger Agreement or Agreement, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent NewCo under the Merger Agreement Agreement, or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder such Shareholder contained in this Agreement; and (e) not exercise, or cause to be not exercised, any right to dissent from the Merger pursuant to section 238 of the Cayman Companies Act. The obligations of the Stockholder Shareholder specified in this Section 1 shall apply whether or not the Parent Share Issuance Transactions or any action described above is recommended by Parent Board the board of directors of NewCo or Parent Board the board of directors of NewCo has effected a Parent Adverse Recommendation Changepreviously recommended the Transactions but changed such recommendation.

Agreement to Vote. Prior Subject to the Termination Date (as defined herein)earlier termination of this Agreement in accordance with Section 20, the StockholderSponsor, solely in its capacity as a stockholder shareholder of ParentSPAC, irrevocably and unconditionally agrees that, at the Parent SPAC Stockholders Meeting, at any other meeting of the stockholders shareholders of Parent SPAC (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of stockholders the shareholders of Parent (the date of the taking of any such action being an applicable “Determination Date”)SPAC, the Stockholder Sponsor shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the StockholderSponsor) in favor of approval of the Parent Share Issuance and the transactions contemplated thereby each Transaction Proposal and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance Merger and the other transactions contemplated by the Merger Agreement, including the MergerBCA; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting, meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Covered Shares against any Parent SPAC Acquisition Proposal and any other action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement BCA or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent SPAC under the Merger Agreement BCA or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Sponsor contained in this Agreement. The obligations of the Stockholder Sponsor specified in this Section 1 shall apply whether or not the Parent Share Issuance Merger, any of the other transactions contemplated under the BCA or any action described above is recommended by Parent SPAC Board or Parent SPAC Board has effected a Parent Adverse Recommendation Changepreviously recommended the Merger, any such transaction or any such action but changed such recommendation.

Agreement to Vote. Prior to the Termination Date (as defined herein), the Stockholder, in its capacity as a stockholder of Parent, Each Class B Holder hereby irrevocably and unconditionally agrees that, at the Parent Meeting, (a) to vote at any other meeting of the stockholders shareholders of Parent (whether annual or special and whether or not an adjourned or postponed meetingACTC, however called and including any adjournment or postponement thereof) and in connection any action by written resolution of the shareholders of ACTC, all of such Class B Holder’s ACTC Class B Shares (together with any written consent other equity securities of stockholders ACTC that such Class B Holder holds of Parent (record or beneficially, as of the date of this Agreement, or acquires record or beneficial ownership after the taking of any such action being an applicable “Determination Date”)date hereof, collectively, the Stockholder shall“Subject ACTC Equity Securities”) (i) in favor of the Proposals and (ii) against, and shall cause withhold consent with respect to, any other holder of record matter, action or proposal that would reasonably be expected to result in (x) a breach of any of the StockholderAcquiror’s Covered Shares to: or Merger Sub’s covenants, agreements or obligations under the Merger Agreement or (y) any of the conditions to the Closing set forth in Sections 9.01 or 9.03 of the Merger Agreement not being satisfied, (b) if a meeting is held in respect of the matters set forth in clause (a) when such meeting is held), to appear at such meeting the meeting, in person or by proxy, or otherwise cause the Stockholderall of such Class B Holder’s Covered Shares Subject ACTC Equity Securities to be counted as present thereat for the purpose purposes of establishing a quorum; quorum and (bc) vote (not to redeem, elect to redeem or execute and return an action tender or submit any of its Subject ACTC Equity Securities for redemption in connection with such stockholder approval, the Merger or any other transactions contemplated by written consent)the Merger Agreement. Prior to any valid termination of the Merger Agreement, each Class B Holder shall take, or cause to be voted at such meeting (taken, all actions and to do, or validly execute and return and cause such consent to be granted with respect to)done, all of things reasonably necessary under applicable Laws to consummate the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of approval of the Parent Share Issuance and the transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance Merger and the other transactions contemplated by the Merger Agreement, including Agreement and on the Merger; and (c) vote (or execute terms and return an action by written consent), or cause subject to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, all of the Stockholder’s Covered Shares against any Parent Acquisition Proposal and any other action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreementconditions set forth therein. The obligations of the Stockholder each Class B Holder specified in this Section 1 shall apply whether or not the Parent Share Issuance Merger, any of the transactions contemplated by the Merger Agreement or any action described above is recommended recommend by Parent Board or Parent Board has effected a Parent Adverse Recommendation ChangeAcquiror’s board of directors.

Agreement to Vote. Prior to From the date of this Agreement until the Termination Date (as defined herein)Date, the Stockholder, in its capacity as a stockholder of Parent, each Holder irrevocably and unconditionally agrees that, at the Parent Meeting, at any other meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment called), or postponement thereof) and in connection with any written consent of the stockholders of Parent (the date or unitholders of the taking of any Opco LP, such action being an applicable “Determination Date”), the Stockholder Holder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the Stockholder’s Covered Shares applicable Securities to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause caused to be voted at such meeting in person or by proxy (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholdersuch Xxxxxx’s Covered Shares applicable Securities owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholdersuch Xxxxxx) in favor of approval (i) adoption of the Merger Agreement; (ii) the Parent Share Issuance Merger and the transactions contemplated thereby and other Transactions; (iii) any other matters amendment and/or restatement of the Organizational Documents of Parent or any of its Subsidiaries necessary or reasonably requested by to effect the Company for consummation of the Transactions; and (iv) any other proposals agreed to by Parent Share Issuance and the other transactions contemplated by Company which are necessary and appropriate in connection with the Merger Agreement, including Transactions or to effectuate the Mergerintent of the foregoing clauses (i) through (iii); and (c) vote (or execute and return an action by written consent), or cause caused to be voted at such meeting, meeting in person or by proxy (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholdersuch Holder’s Covered Shares applicable Securities against (i) any agreement, transaction or proposal that relates to a Parent Acquisition Competing Proposal and or any other transaction, proposal, agreement or action that would reasonably be expected made in opposition to materially impede, interfere with, delay, postpone or adversely affect adoption of the Merger Agreement or any of in competition or inconsistent with the other transactions Mergers or matters contemplated by the Merger Agreement Agreement; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent under or any of its Subsidiaries contained in the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder such Holder contained in this Agreement; (iii) any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Mergers set forth in Article VII of the Merger Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents); and (iv) any other action that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the transactions contemplated by the Merger Agreement, including the Mergers, or this Agreement. Any attempt by such Holder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of), the Securities in contravention of this Section 3.1 shall be null and void ab initio. If such Holder is the Beneficial Owner, but not the holder of record, of any Securities, such Xxxxxx agrees to take all actions reasonably necessary to cause the holder of record and any nominees to vote (or exercise a consent with respect to) all of such Securities in accordance with this Section 3.1. Notwithstanding anything herein to the contrary in this Agreement, this Section 3.1 shall not require any Holder to be present (in person or by proxy) or vote (or cause to be voted), any of the Securities to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount, changes the form of the Merger Consideration payable, extends the End Date or otherwise adversely affects such Holder of the Company (in its capacity as such) in any material respect. Notwithstanding anything to the contrary in this Agreement, but subject to Section 3.2, each Holder shall remain free to vote (or execute consents or proxies with respect to) the Securities with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(c) in any manner such Holder deems appropriate, including in connection with the election of directors of the Company. The obligations of the Stockholder each Holder specified in this Section 1 3.1 shall apply whether or not the Parent Share Issuance Mergers or any action described above is recommended by the Parent Board or Parent Board has effected a Parent Adverse Recommendation ChangeBoard.

Agreement to Vote. Prior to (a) The Principal Stockholders hereby agree during the Termination Date (as defined herein)term of this Agreement that each shall, and shall cause the Stockholder, in its capacity as a stockholder holder of Parent, irrevocably and unconditionally agrees thatrecord on any applicable record date to, at the Parent Meetingrequest of the Company, at any other meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of Parent, however called and including any adjournment called, or postponement thereof) and in connection with any written consent of stockholders the holders of Parent (the date of the taking of any such action being an applicable “Determination Date”)Common Stock, the Stockholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to: (a) when such if a meeting is held, appear at such meeting or otherwise cause the Stockholder’s Covered Shares to be counted as present thereat for the purpose purposes of establishing a quorum; , and (b) vote or consent (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect toconsented), in person or by proxy, all Shares, and any other voting securities of the Stockholder’s Covered Shares Parent (whether acquired heretofore or hereafter) that are beneficially owned as or held of the record date for such meeting (or the date that any written consent is executed by the StockholderPrincipal Stockholders or (other than shares of Common Stock held by a Principal Stockholder as a trustee) as to which the Principal Stockholders have, directly or indirectly, the right to vote or direct the voting (collectively, the "Subject Shares"), in favor of the approval of the Parent Share Issuance. Each of the Principal Stockholders further agrees to use his best reasonable good faith efforts to cause the shareholders of the Company to approve the Share Issuance. In the event the Parent's board of directors does not call a meeting of its shareholders to approve the Share Issuance and the transactions and matters contemplated thereby in connection therewith, each Principal Stockholder agrees to take all action permitted under the Articles of Incorporation, as amended, and By-laws of the Company and under Delaware law necessary to call a meeting of its stockholders to approve the Share Issuance. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other matters necessary or reasonably requested by circumstances upon which the stockholders of the Company for consummation of vote or consent or in connection with which other such approval is sought, each Principal Stockholder shall vote the Parent Share Issuance and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, all of the Stockholder’s Covered Subject Shares against any Parent Acquisition Proposal and any other action or agreement that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or result in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Company under the Merger Agreement. The obligations of the Each Principal Stockholder specified in this Section 1 shall apply whether further agrees not to commit or not the Parent Share Issuance or agree to take any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation Changeinconsistent with the foregoing.

Agreement to Vote. Prior to Section 3.01 From the date of this Agreement until the Termination Date (as defined herein), the Stockholder, in its capacity as a stockholder of Parent, irrevocably and unconditionally agrees thatDate, at the Parent Meeting, at Company Stockholders Meeting and any other meeting of the stockholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any at every adjournment or postponement thereof) and to vote on any matter contemplated by this Agreement, however called, or (if applicable) in connection with any written consent of stockholders of Parent (the date of the taking of any Company’s stockholders, each Stockholder unconditionally and irrevocably agrees to vote, or cause to be voted, all such action being an applicable “Determination Date”), the Stockholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares toheld at that time: (a) when in favor of any other proposal or proposals that Parent reasonably deems necessary or desirable to consummate the transactions contemplated by the Merger Agreement, including a reverse split of the Parent Common Stock; (b) in favor of the adjournment of the Parent Special Meeting (as defined by the Merger Agreement) as permitted by Section 5.08 of the Merger Agreement; (c) against any action or agreement that would reasonably be expected to result in the conditions of the transactions contemplated by the Merger Agreement not being fulfilled or a breach of a covenant, representation or warranty or any other material obligation or agreement of the Parent contained in the Merger Agreement, including such meeting is heldactions set forth under Section 5.05 of the Merger Agreement; and (d) against any action, appear at such meeting proposal, transaction or otherwise agreement that would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by the Merger Agreement or the fulfillment of the Company’s, Parent’s or Merger Sub’s conditions to Closing under the Merger Agreement. Section 3.02 From the date of this Agreement until the Termination Date, each Stockholder shall appear, or shall cause the applicable entity that is the record holder of any of such Stockholder’s Covered Shares, as applicable (in person, by proxy or by any other means permitted by the Parent Bylaws) at each meeting of the stockholders of the Parent, or adjournment or postponement thereof, to vote on any matter contemplated by this Agreement and shall cause all such Stockholder’s Covered Shares to be counted as present thereat for the purpose purposes of establishing calculating a quorum; (b) quorum and shall vote (or execute and return an action by written consent), or cause to be voted at all such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Covered Shares owned in accordance with this Article III. Section 3.03 Nothing in this Agreement, including this Article III, limits or restricts any Stockholder, or any Affiliate or designee of any Stockholder who serves as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of approval a member of the Parent Share Issuance and the transactions contemplated thereby and any other matters necessary Board in acting or reasonably requested by the Company for consummation voting in his or her capacity as a director of the Parent Share Issuance and exercising his or her fiduciary duties and responsibilities, it being understood that this Agreement applies to each Stockholder solely in such Stockholder’s capacity as a stockholder of the other transactions contemplated by Parent and does not apply to such Stockholder’s or any such Affiliate or designee’s actions, judgments or decisions as a director of the Merger AgreementParent, including the Merger; and (c) vote and such actions (or execute and return an action by written consent), or cause failures to act) shall not be voted at such meeting, or validly execute and return and cause such consent deemed to be granted with respect to, all of the Stockholder’s Covered Shares against any Parent Acquisition Proposal and any other action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or result in constitute a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement. The obligations of the Stockholder specified in this Section 1 shall apply whether or not the Parent Share Issuance or any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation Change.

Agreement to Vote. Prior to the Termination Date (as defined herein), the Stockholder, in its capacity as a stockholder of Parent, irrevocably and unconditionally a) Each Shareholder agrees that, that at the Parent Meeting, Company Shareholders’ Meeting or at any other meeting of the stockholders shareholders of Parent (whether annual or special the Company called to consider approving and whether or not an adjourned or postponed meetingadopting the Merger Agreement, however called the Merger and including any the other transactions contemplated by the Merger Agreement, and at every adjournment or postponement thereof) , and in connection with any on every action or approval by written consent of stockholders of Parent (the date shareholders of the taking of any Company proposed by the Company with respect to thereto: (i) such action being an applicable “Determination Date”), the Stockholder shall, and Shareholder shall cause any other holder of record of any of the Stockholder’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the Stockholder’s Covered Subject Shares that such Shareholder is entitled to vote to be counted as present thereat for the purpose of establishing a quorum; , (bii) such Shareholder shall vote (or execute and return an action by written consent), or cause to be voted at the Subject Shares that such meeting (or validly execute Shareholder is entitled to vote, and return and cause such consent to be granted with respect to), all of the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any when a written consent is executed proposed, respond to each request by the Stockholder) Company for written consent and consent, in favor of approval of approving and adopting the Parent Share Issuance Merger Agreement, the Merger and the other transactions contemplated thereby by the Merger Agreement and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance Merger and the other transactions contemplated by the Merger Agreement, including (iii) to the Merger; and (c) extent reasonably requested by Company, such Shareholder shall vote (or execute and return an action by written consent), or cause to be voted at the Subject Shares that such meetingShareholder is entitled to vote, and when a written consent is proposed, respond to each request by the Company for written consent and consent, any Subject Shares in favor of any proposal to adjourn or validly execute postpone such meeting to a later date if there are not sufficient votes to approve and return adopt the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, and (iv) to the extent reasonably requested by Company, such Shareholder shall vote or cause such consent to be granted with respect tovoted the Subject Shares that such Shareholder is entitled to vote, all of and when a written consent is proposed, respond to each request by the Stockholder’s Covered Company for written consent and consent, any Subject Shares against any Parent Acquisition Proposal and any other action or agreement that would reasonably be expected to materially (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company to Parent under the Merger Agreement, (B) result in any of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled or (C) impede, frustrate, interfere with, delay, postpone or adversely affect the Merger or any of and the other transactions contemplated by the Merger Agreement Agreement. For the avoidance of doubt, each Shareholder shall retain at all times the right to vote any Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters other than those explicitly set forth in this Section 6.01 that are at any time or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under from time to time presented for consideration to the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement shareholders of the Stockholder Company. (b) Each Shareholder hereby covenants and agrees that it shall not enter into any agreement or undertaking, and shall not commit or agree to take any action that would restrict or interfere with such Shareholder’s obligations pursuant to this Agreement. (c) Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of any Subject Shares. All rights, ownership and economic benefits of and relating to the Subject Shares shall remain vested in and belong to the Shareholders. (d) Each Shareholder shall enforce and not permit to be terminated, amended, modified or waived Section 6 of that certain Restated Stockholders’ Agreement Regarding Management and Transfer of Shares of Class B Common Stock of FBL Financial Group, Inc. dated February 14, 2013 to the extent applicable to the Merger and the transactions contemplated by the Merger Agreement. The obligations of the Stockholder specified in this Section 1 shall apply whether or not the Parent Share Issuance or any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation Change.

Agreement to Vote. Prior to (a) From the date of this Agreement until the Termination Date (as defined herein), the Stockholder, in its capacity as a stockholder of Parent, irrevocably and unconditionally agrees thatDate, at the Parent Meeting, at Stockholders Meeting and any other meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any at every adjournment or postponement thereof) and to vote on any matter contemplated by this Agreement, however called, or (if applicable) in connection with any written consent of stockholders of Parent (the date of the taking of any Parent’s stockholders, each Stockholder unconditionally and irrevocably agrees to vote, or cause to be voted, all such action being an applicable “Determination Date”), the Stockholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares toheld at that time: (ai) when in favor of (A) the Parent Share Issuance, (B) the Parent Charter Amendment and (C) a proposal to increase the number of shares of Parent Common Stock reserved for issuance under the Parent 2011 Equity Incentive Plan as determined by the Parent Board; (ii) in favor of the approval of any proposal to adjourn the meeting to a later date, if there is not a quorum or sufficient affirmative votes (in person or by proxy) to obtain the Parent Stockholder Approval on the date on which such meeting is held; (iii) against any action or agreement that would reasonably be expected to result in the conditions of the Contemplated Transactions not being fulfilled or a breach of a covenant, appear at such meeting representation or otherwise warranty or any other material obligation or agreement of Parent contained in the Merger Agreement; (iv) against any action, proposal, transaction or agreement that would reasonably be expected to prevent or materially delay the consummation of the Contemplated Transactions or the fulfillment of the Company’s, Parent’s or Merger Sub’s conditions to Closing under the Merger Agreement; and (v) against any Parent Acquisition Proposal. (b) From the date of this Agreement until the Termination Date, each Stockholder shall appear, or shall cause the applicable entity that is the record holder of any of such Stockholder’s Covered Shares, as applicable (in person, by proxy or by any other means permitted by the Parent Bylaws) at each meeting of the stockholders of Parent, or adjournment or postponement thereof, to vote on any matter contemplated by this Agreement and shall cause all such Stockholder’s Covered Shares to be counted as present thereat for the purpose purposes of establishing calculating a quorum; (b) quorum and shall vote (or execute and return an action by written consent), or cause to be voted at all such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of approval of the Parent Share Issuance and the transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance and the other transactions contemplated by the Merger Agreement, including the Merger; andaccordance with this Section 3. (c) vote Nothing in this Agreement, including this Section 3, limits or restricts any Stockholder, or any Affiliate or designee of any Stockholder who serves as a member of the Parent Board in acting or voting in his or her capacity as a director of Parent and exercising his or her fiduciary duties and responsibilities, it being understood that this Agreement applies to each Stockholder solely in such Stockholder’s capacity as a stockholder of Parent and does not apply to such Stockholder’s or any such Affiliate or designee’s actions, judgments or decisions as a director of Parent, and such actions (or execute and return an action by written consent), or cause failures to act) shall not be voted at such meeting, or validly execute and return and cause such consent deemed to be granted with respect to, all of the Stockholder’s Covered Shares against any Parent Acquisition Proposal and any other action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or result in constitute a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement. The obligations of the Stockholder specified in this Section 1 shall apply whether or not the Parent Share Issuance or any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation Change.

Agreement to Vote. Prior Subject to the earlier termination of this Agreement in accordance with Section 4, the Stockholder, in its capacity as a stockholder of the Company, irrevocably and unconditionally agrees that it shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to, validly execute and deliver to the Company, as promptly as reasonably practicable (and in any event, within four (4) Business Days) following the effective date of the Registration Statement, the written consent in the form attached hereto as Exhibit A in respect of all of the Stockholder’s Covered Shares. In addition, prior to the Termination Date (as defined herein), the Stockholder, in its capacity as a stockholder of Parentthe Company, irrevocably and unconditionally agrees that, at the Parent Meeting, at any other meeting of the stockholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of Parent (the date of the taking of any such action being an applicable “Determination Date”)Company, the Stockholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to: (a) if and when such meeting is held, appear at such meeting or otherwise cause the Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of approval the Mergers and the adoption of the Parent Share Issuance and the transactions contemplated thereby Merger Agreement and any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance Mergers and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, all of the Stockholder’s Covered Shares against any Parent Acquisition Proposal and any other action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger Mergers or any of the other transactions contemplated by the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent the Company under the Merger Agreement that would result in the failure of any condition set forth in Section 9.01, Section 9.02 or Section 9.03 of the Merger Agreement to be satisfied or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement. The obligations None of the Stockholder specified Stockholder’s obligations set forth in this Agreement (including this Section 1 1) shall apply whether be limited, relieved or not otherwise affected by the Parent Share Issuance making, commencement, disclosure, announcement or submission of any action described above is recommended Acquisition Proposal, by Parent Board any Company Intervening Event or Parent Board has effected a Parent Adverse Recommendation Changeby any Company Change in Recommendation.

Agreement to Vote. Prior to the Termination Date (as defined herein), the Stockholder, in its capacity as a stockholder of Parent, irrevocably a) Each Rolling Shareholder agrees and unconditionally agrees that, hereby undertakes that at the Parent Meeting, Company Shareholders Meeting or at any other meeting of the stockholders shareholders of Parent (whether annual the Company called to seek approval of and adoption by such shareholders with respect to the Merger Agreement, the Statutory Merger Agreement or special the Merger and whether or not an adjourned or postponed meetingthe other Transactions, however called and including any at every adjournment or postponement thereof) , and in connection with any on every action or approval by written consent of stockholders of Parent (the date shareholders of the taking Company with respect thereto, (i) in the case of any such action being an applicable “Determination Date”), the Stockholder shall, and shall cause any other holder of record of any meeting of the Stockholder’s Covered Shares to: (a) when shareholders of the Company, such meeting is held, Rolling Shareholder shall appear at any such meeting or otherwise cause the Stockholder’s Covered Owned Shares to be counted as present thereat for the purpose of establishing a quorum; , (bii) such Rolling Shareholder shall vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute voted, and return and cause such consent to be granted with respect to), all of the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any when a written consent is executed by the Stockholder) proposed, respond to each request for written consent and consent, all Owned Shares in favor of approving and adopting the Merger Agreement, the Statutory Merger Agreement, the Merger and any other actions contemplated by the Merger Agreement or the Statutory Merger Agreement in respect of which shareholder approval of the Parent Share Issuance is requested or required and the transactions contemplated thereby and for any other matters necessary or reasonably requested by the Company for consummation of the Parent Share Issuance Merger and the other transactions contemplated Transactions, (iii) such Rolling Shareholder shall vote or cause to be voted, and when a written consent is proposed, respond to each request for written consent and consent, the Owned Shares in favor of any proposal by the Company to adjourn or postpone such meeting to a later date if there are not sufficient votes to approve and adopt the Merger Agreement, including the Merger; and Merger and the other Transactions, (civ) such Rolling Shareholder shall vote (or execute and return an action by written consent), or cause to be voted at such meetingvoted, and when a written consent is proposed, respond to each request for written consent and consent (or validly execute not respond and return and cause consent in the event such consent to be granted with respect tois seeking approval for rather than against), all of the Stockholder’s Covered Owned Shares against any Parent Acquisition Proposal Takeover Proposal, or any other proposal made in opposition to, in competition with, or inconsistent with the Merger Agreement, the Merger or the other Transactions, and (v) such Rolling Shareholder shall vote or cause to be voted, and when a written consent is proposed, respond to each request for written consent and consent (or not respond and consent in the event such consent is seeking approval for rather than against), the Owned Shares against any other action or agreement that would reasonably be expected to materially (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of the Company under the Merger Agreement, (B) result in the conditions of the consummation of the Merger under Article VI of the Merger Agreement not being fulfilled or (C) impede, frustrate, interfere with, delay, postpone or adversely affect the Merger and the other Transactions. For the avoidance of doubt, each Rolling Shareholder shall retain at all times the right to vote any Owned Shares in such Rolling Shareholder’s sole discretion, and without any other limitation, on any matters other than those explicitly set forth in this Section 5.01 that are at any time or any from time to time presented for consideration to the shareholders of the other transactions contemplated by the Merger Agreement Company. (b) Each Rolling Shareholder hereby covenants and agrees that it shall not enter into any agreement or result in a breach of undertaking, and shall not commit or agree to take any covenantaction, representation that would restrict or warranty or other obligation or agreement of Parent under the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder interfere with such Rolling Shareholder’s obligations pursuant to this Agreement. (c) Nothing contained in this AgreementAgreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to any Owned Shares. The obligations All rights, ownership and economic benefits of and relating to the Stockholder specified Owned Shares shall remain vested in this Section 1 shall apply whether or not and belong to the Parent Share Issuance or any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation Changeapplicable Rolling Shareholder.

Agreement to Vote. Prior (a) Provided that Parent has not ----------------- breached or violated Section 4(b) hereof, each Stockholder hereby agrees to attend the Termination Date Stockholders Meeting of the Company (as defined herein), the Stockholder, in its capacity as a stockholder of Parent, irrevocably and unconditionally agrees that, at the Parent Meeting, at or any other meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of stockholders of Parent (the date of the taking of any such action being an applicable “Determination Date”), the Stockholder shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to: (a) when such meeting is held, appear at such meeting or otherwise cause the Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of approval of the Parent Share Issuance and the transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for consummation of at which the Parent Share Issuance and the other transactions contemplated by the Merger Agreement, including the Merger; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, all of the Stockholder’s Covered Shares against any Parent Acquisition Proposal and any other action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions matters contemplated by the Merger Agreement or result this Agreement are to be presented to a vote of stockholders of the Company), in person or by proxy, and to vote (or cause to be voted) all Shares and any other voting securities of the Company (including any such securities acquired hereafter but excluding any Shares or other securities the Stockholder has the right to acquire but has not acquired) that such Stockholder directly or indirectly owns or has the right to vote or direct the voting (collectively, the "Covered Shares"), for approval and adoption of the Merger Agreement, the Merger and any related action reasonably required in furtherance thereof, such (b) From and after the date hereof until the Termination Date, each Stockholder hereby agrees to vote (or cause to be voted) any Covered Shares against any Takeover Proposal and any related action reasonably required in furtherance thereof, at any meeting of stockholders of the Company (including any adjournments or postponements thereof) called to consider and vote on any Takeover Proposal. Each Stockholder further agrees that, until the Termination Date, in connection with any consent solicitation relating to a breach Takeover Proposal, such Stockholder will timely execute and deliver (or cause to be timely executed and delivered) a written consent with respect to any Covered Shares against any Takeover Proposal as contemplated by the immediately preceding sentence. For purposes hereof, the term "Termination Date" shall mean the first to occur of (a) the 9 month anniversary of the date of termination of the Merger Agreement, (b) the date of consummation of the Merger and (c) the date of any covenantbreach or violation of Section 4(b) by Parent; provided, representation or warranty or other obligation or agreement of Parent under however, -------- ------- that in the event that the Merger Agreement or result is terminated after the Parent Charter Amendment and the issuance of Parent Shares in a breach of any covenant, representation or warranty or other obligation or agreement the Merger has been submitted to the vote of the Stockholder contained in this Agreement. The obligations stockholders of Parent at the Parent Stockholders Meeting and not approved and adopted by the requisite holders of Parent Common Shares at such meeting, or if the Merger Agreement is terminated as a result of the Stockholder specified failure of the Merger to be consummated because of the failure of the condition in this Section 1 8.1(b) or Section 8.2(e) to be satisfied, the Termination Date shall apply whether or not be the Parent Share Issuance or any action described above is recommended by Parent Board or Parent Board has effected a Parent Adverse Recommendation Changedate of termination of the Merger Agreement.