Common use of Agreement to Vote Clause in Contracts

Agreement to Vote. Prior to the Termination Date, each Holder irrevocably and unconditionally agrees that it shall, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, appear at such meeting or otherwise cause such Holder’s Subject Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes of establishing a quorum, and vote, or cause to be voted at such meeting, all such Subject Shares: (a) in favor of (A) the adoption of the Merger Agreement and, without limiting the penultimate sentence of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and (B) any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (b) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (C) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled or (2) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) 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 Merger, 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) its Subject Shares 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 of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of the Company.

Agreement to Vote. Prior to the Termination Expiration Date, each Holder at the Company Stockholders Meeting, however called, or at any adjournment or postponement thereof, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought, Stockholder irrevocably and unconditionally agrees that it shall, at and shall cause any meeting other holder of the stockholders record of the Company Stockholder’s Covered Shares to, (whether annual or special and whether or not an adjourned or postponed meeting), however called, a) appear at each such meeting or otherwise cause such Holder’s Subject all Covered Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes of establishing calculating a quorum, quorum and vote, (b) vote (or cause to be voted at such meetingvoted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all such Subject Covered Shares: (ai) in favor of (A) the adoption of the Merger Agreement and, without limiting and the penultimate sentence approval of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (and the “Merger Proposal”), and approving any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement, including and the Merger, execution and (B) any proposal to adjourn or postpone any such meeting of the stockholders of delivery by the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (b) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement; (ii) in favor of any adjournment or postponement recommended by the Company with respect to the Company Stockholders Meeting to the extent permitted or required pursuant to Section 5.5(a) of the Merger Agreement; (iii) against any Company Acquisition Proposal, except as expressly permitted by Section 5.2 of the Merger Agreement; (iv) against any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company, in competition each case except as expressly permitted by Section 5.2 of the Merger Agreement; and (v) against any proposal, action or inconsistent with agreement that would reasonably be expected to (A) materially delay or postpone, prevent or otherwise impair the Merger or matters the other transactions contemplated by the Merger Agreement; , (B) any action or agreement that would result in a breach in any respect of any covenant, representation or representation, warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in under the Merger Agreement or of such Holder contained in this Agreement; , (C) result in a breach in any action respect of any covenant, representation, warranty or any other obligation or agreement that would reasonably be expected to of Stockholder under this Agreement, (D) result in (1) any condition to the consummation of the Merger conditions set forth in Article VII Section 6 of the Merger Agreement not being fulfilled or (2E) except as expressly contemplated by the Merger Agreement, change in any change to manner the dividend policy or capitalization of, including the voting rights of any class of shares of capital stock of the Company (including any amendments to of, the Company’s organizational documents); and (D) any other action that could reasonably be expected to impede, interfere with, delay, discourage, postpone . Stockholder shall not commit or adversely affect any of the transactions contemplated by the Merger Agreement, including the Merger, 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) its Subject Shares 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 of its Subject Shares, such Xxxxxx agrees agree to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection action inconsistent with the election of directors of the Companyforegoing.

Agreement to Vote. Prior The Stockholder hereby revokes any and all previous proxies with respect to such Stockholder's Shares and irrevocably agrees to vote and otherwise act (including pursuant to written consent) with respect to all of such Shares, (i) for the adoption of the Merger Agreement, as the same may be amended from time to time, all actions required in furtherance thereof, and all agreements related to the Termination Date, each Holder irrevocably Merger and unconditionally agrees that it shallany actions related thereto, at any meeting or meetings of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, appear at such meeting or otherwise cause such Holder’s Subject Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes of establishing a quorumCompany, and voteat any adjournment, postponement or cause to be voted continuation thereof, at such meeting, all such Subject Shares: (a) in favor of (A) the adoption of which the Merger Agreement and, without limiting the penultimate sentence of this Section 3.1, and other related agreements (or any amended and restated Merger Agreement version or amendment to the Merger Agreement (the “Merger Proposal”versions thereof), and approving any or such other matters necessary actions are submitted for the consummation of the transactions contemplated by the Merger Agreement, including the Merger, consideration and (B) any proposal to adjourn or postpone any such meeting vote of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; Company; (bii) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action or agreement that would is reasonably likely to result in a breach in any material respect of any covenant, representation or warranty or any other obligation of the Company under the Merger Agreement; and (iii) against (a) any extraordinary corporate transaction, such as a merger, rights offering, reorganization, recapitalization or agreement liquidation involving the Company or any of its subsidiaries other than the Merger, (b) a sale or transfer (other than to a subsidiary of the Company) of assets of the Company or any of its Subsidiaries contained in material subsidiaries comprising more than 15% of the Merger Agreement assets of the Company on a consolidated basis, or of such Holder contained in this Agreement; (Cc) any action or agreement that would is reasonably be expected likely to result in (1) any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled or (2) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) any other action that could reasonably be expected to materially impede, interfere with, delay, discourage, postpone or adversely affect in any of material respect the transactions Merger and the transaction contemplated by the Merger Agreement, including . The obligations of the Merger, or Stockholder under this Agreement. Any attempt by such Holder to vote, consent or express dissent Section 1 shall remain in effect with respect to (the Shares until, and shall terminate upon, the earlier to occur of the Effective Time or otherwise to utilize the voting power of) its Subject Shares 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 of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision termination of the Merger Agreement in a manner that reduces accordance with its terms. The Stockholder hereby agrees to execute such additional documents as Parent may reasonably request to effectuate the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of the Companyforegoing.

Agreement to Vote. Prior Subject to the Termination Dateterms of this Agreement, each Holder Stockholder hereby irrevocably and unconditionally agrees that it shallthat, during the time this Agreement is in effect, at any annual or special meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting)Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent (if permitted at such time) of the stockholders of the Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Holder’s Subject Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes of establishing determining a quorum, ; and vote, or cause to be voted at such meeting, all such Subject Shares: (a) in favor of (A) the adoption of the Merger Agreement and, without limiting the penultimate sentence of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and (B) any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (b) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (C) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled or (2) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) 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 Merger, 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) its Subject Shares 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 of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 and vote (or cause to be voted), or deliver (or cause to be delivered) any a written consent (if permitted at such time) with respect to, all of its Subject Shares to amend(i) against any Acquisition Proposal (other than the Merger), modify or waive (ii) against any provision change in membership of the Merger Agreement in a manner Company Board that reduces is not recommended or approved by the amount Company Board, and (iii) against any other proposed action, agreement or changes transaction involving the form Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer, the Merger Consideration payableor the other Contemplated Transactions, imposes including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Merger); (y) a sale, lease, license or transfer of a material restrictions on or additional material conditions on amount of assets (including, for the payment avoidance of doubt, intellectual property rights) of the Merger ConsiderationCompany or any reorganization, extends the Outside Date recapitalization or otherwise adversely affects such Holder (in its capacity as a stockholder liquidation of the Company; or (z) any change in the present capitalization of the Company or any material respectamendment or other change in the Company’s organizational documents. Notwithstanding anything Subject to the contrary in this Agreementproxy granted under Section 1.3 below, each Holder Stockholder shall remain free retain at all times the right to vote (or execute consents or proxies with respect to) its such Stockholder’s Subject Shares with respect to in such Stockholder’s sole discretion, and without any matter other limitation, on any matters other than as those set forth in this Section 3.1(a) and Section 3.1(b) in 1.2 that are at any manner such Holder deems appropriate, including in connection with the election of directors of time or from time to time presented for consideration to the Company’s stockholders generally.

Agreement to Vote. Prior (a) Subject to the Termination Date, each Holder irrevocably and unconditionally agrees that it shallSection 2(c), at the Company Stockholder Meeting or any other meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, appear at such meeting or otherwise cause such Holder’s Subject Shares that are outstanding as of the applicable record date called to be counted as present thereat for purposes of establishing a quorum, and vote, or cause to be voted at such meeting, all such Subject Shares: (a) in favor of (A) the adoption of the Merger Agreement and, without limiting the penultimate sentence of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement, including vote upon the Merger, and (B) any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (b) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (C) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled or (2) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) 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 Merger, 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) its Subject Shares in contravention of this Section 3.1 Stockholders shall be null and void ab initio. If such Holder is the Beneficial Owner, but not the holder of record, of any of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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) all of the Voting Shares in favor of the adoption of the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement. At any meeting of its Subject stockholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote or other approval is sought, the Stockholders shall vote (or cause to be voted) all of the Voting Shares in favor of any other matter necessary to amendthe consummation of the Merger and the other transactions contemplated by the Merger Agreement and considered and voted upon by the stockholders of the Company. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote or other approval is sought, modify the Stockholders shall vote (or waive cause to be voted) all of the Voting Shares: (i) against any Acquisition Proposal or any action which is a component of any Acquisition Proposal, (ii) against the adoption of any transaction agreement related to an Acquisition Proposal and (iii) against any other action that would in any manner (A) prevent, impede, frustrate or nullify any provision of the Merger Agreement in a manner that reduces Agreement, (B) amend the amount or changes the form Charter Documents of the Merger Consideration payable, imposes Company or change the voting rights of any material restrictions on or additional material conditions on the payment class of capital stock of the Company or (C) otherwise interfere with or delay the Merger Consideration, extends or the Outside Date or otherwise adversely affects such Holder other transactions contemplated by the Merger Agreement. (c) In the event of a Company Board Recommendation Change relating to a Superior Proposal made in its capacity as a stockholder of compliance with the Company) 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) its Subject Shares with respect to any matter other than as steps set forth in Section 3.1(a4.7(c) of the Merger Agreement, solely in connection with a vote that is subject to Section 2(a): (i) the number of shares of Company Stock that shall be considered “Voting Shares” pursuant to this Agreement shall be modified without any further notice or any action by the Company or the Stockholders to be only such number that is equal to thirty three percent (33%) of each of the total number of outstanding shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (the “Lock-Up Subject Shares”), such that the Stockholders shall only be obligated to vote the Lock-Up Subject Shares in the manner set forth in Section 3.1(b2(a); and (ii) the Stockholders, in their sole discretion, shall be free to vote or cause to be voted, in person or by proxy, all of the remaining Voting Shares in excess of the Lock-Up Subject Shares in any manner such Holder deems appropriate, including in connection with the election of directors of the Companythey may choose.

Agreement to Vote. Prior to From the Termination Datedate hereof, and until the termination of this Agreement in accordance with Section 6.1, each Holder irrevocably Shareholder, severally and unconditionally not jointly, agrees that it shall, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, appear at such meeting or otherwise cause such Holder’s Subject Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes of establishing a quorum, and vote, or cause to be voted at such meeting, all such Subject Sharesfollows: (a) At any meeting of shareholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement is sought, each Shareholder shall vote (or cause to be voted) the Subject Shares in favor of (A) the adoption by the Company of the Merger and the approval of the Merger Agreement and, without limiting the penultimate sentence of this Section 3.1, and any amended actions required in furtherance thereof and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation each of the transactions contemplated by the Merger Agreement, including the Merger, and (B) any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal;. (b) against (A) At any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption meeting of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement shareholders of the Company or at any of its Subsidiaries contained adjournment thereof or in the Merger Agreement or of such Holder contained in this Agreement; (C) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled or (2) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) 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 Merger, or this Agreement. Any attempt by such Holder to circumstances upon which a vote, consent or express dissent with respect to (other approval of all or otherwise to utilize some of the voting power of) its Subject Shares in contravention shareholders of this Section 3.1 the Company is sought, each Shareholder shall be null and void ab initio. If such Holder is the Beneficial Owner, but not the holder of record, of any of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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) its Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale or transfer of a material amount of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company, and (ii) any amendment of the Company's certificate of incorporation or by-laws or other proposal or transaction involving the Company or any of its Subject Shares to amendsubsidiaries, modify which amendment or waive other proposal or transaction would in any provision of manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement in a manner that reduces the amount or changes the form any of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of other transactions contemplated by the Merger Consideration, extends the Outside Date Agreement or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) change in any manner such Holder deems appropriate, including the voting rights of the Subject Shares other than in connection with the election of directors of transactions contemplated by the CompanyMerger. Each Shareholder further agrees not to commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote. Prior Subject to the Termination Dateterms of this Agreement, each Holder Stockholder hereby irrevocably and unconditionally agrees that it shallthat, during the time this Agreement is in effect, at any annual or special meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting)Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent (if permitted at such time) of the stockholders of the Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Holder’s Subject Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes of establishing determining a quorum, ; and vote, or cause to be voted at such meeting, all such Subject Shares: (a) in favor of (A) the adoption of the Merger Agreement and, without limiting the penultimate sentence of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and (B) any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (b) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (C) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled or (2) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) 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 Merger, 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) its Subject Shares 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 of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 and vote (or cause to be voted), or deliver (or cause to be delivered) any a written consent (if permitted at such time) with respect to, all of its Subject Shares to amend(i) against any Acquisition Proposal, modify or waive (ii) against any provision change in membership of the Merger Agreement in a manner Company Board that reduces is not recommended or approved by the amount Company Board, and (iii) against any other proposed action, agreement or changes transaction involving the form Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer, the Merger Consideration payableor the other Contemplated Transactions, imposes including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Merger); (y) a sale, lease, license or transfer of a material restrictions on or additional material conditions on amount of assets (including, for the payment avoidance of doubt, intellectual property rights) of the Merger ConsiderationCompany or any reorganization, extends the Outside Date recapitalization or otherwise adversely affects such Holder (in its capacity as a stockholder liquidation of the Company; or (z) any change in the present capitalization of the Company or any material respectamendment or other change in the Company’s organizational documents. Notwithstanding anything Subject to the contrary in this Agreementproxy granted under Section 1.3 below, each Holder Stockholder shall remain free retain at all times the right to vote (or execute consents or proxies with respect to) its such Stockholder’s Subject Shares with respect to in such Stockholder’s sole discretion, and without any matter other limitation, on any matters other than as those set forth in this Section 3.1(a) and Section 3.1(b) in 1.2 that are at any manner such Holder deems appropriate, including in connection with the election of directors of time or from time to time presented for consideration to the Company’s stockholders generally.

Agreement to Vote. Prior to From the Termination Datedate hereof, and until the termination of this Agreement in accordance with Section 6.1, each Holder irrevocably Stockholder, severally and unconditionally not jointly, agrees that it shall, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, appear at such meeting or otherwise cause such Holder’s Subject Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes of establishing a quorum, and vote, or cause to be voted at such meeting, all such Subject Sharesfollows: (a) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement is sought, each Stockholder shall vote (or cause to be voted) the Subject Shares in favor of (A) the adoption by the Company of the Merger and the approval of the Merger Agreement and, without limiting the penultimate sentence of this Section 3.1, and any amended actions required in furtherance thereof and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation each of the transactions contemplated by the Merger Agreement. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which a vote, including the Merger, and (B) any proposal to adjourn consent or postpone any such meeting other approval of all or some of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (b) against (A) any agreementis sought, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (C) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled or (2) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) 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 Merger, 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) its Subject Shares in contravention of this Section 3.1 each Stockholder shall be null and void ab initio. If such Holder is the Beneficial Owner, but not the holder of record, of any of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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) its Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale or transfer of a material amount of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company, and (ii) any amendment of the Company's certificate of incorporation or by-laws or other proposal or transaction involving the Company or any of its Subject Shares to amendsubsidiaries, modify which amendment or waive other proposal or transaction would in any provision of manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement in a manner that reduces the amount or changes the form any of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of other transactions contemplated by the Merger Consideration, extends the Outside Date Agreement or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) change in any manner such Holder deems appropriate, including the voting rights of the Subject Shares other than in connection with the election of directors of transactions contemplated by the CompanyMerger. Each Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote. Prior Subject to the Termination Dateterms and conditions of this Agreement, each Holder Shareholder, severally and not jointly and severally, hereby irrevocably and unconditionally agrees that it shallthat, during the term of this Agreement, at any meeting of the stockholders shareholders of the Company called for the purpose of obtaining the Company Shareholder Approval or with respect to any related action by written consent of the shareholders of the Company, such Shareholder shall, as applicable: (whether annual or special and whether or not an adjourned or postponed meeting), however called, a) appear at any such meeting or otherwise cause such Holder’s Subject its Covered Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes of establishing calculating a quorum, ; and vote, (b) vote (or cause to be voted at such meetingvoted), in person or by proxy, or deliver (or cause to be delivered) an executed written consent covering, all such Subject Shares: of its Covered Shares (ai) in favor of (A) obtaining the adoption Company Shareholder Approval and any related proposal in furtherance thereof and any other action, agreement, proposal or transaction in furtherance of the Merger Agreement andTransactions, without limiting the penultimate sentence of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and (B) any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (bii) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action or agreement submitted for the vote or written consent of shareholders of the Company that is otherwise in opposition to, or competitive or inconsistent with, the Transactions; (iii) against any extraordinary corporate transaction (other than the Transactions), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of all or substantially all of the assets or securities of the Company or and any of its Subsidiaries; (iv) against any extraordinary dividend or distribution by the Company or any Subsidiary of the Company; (v) against any material change in the capital structure of the Company or any Subsidiary of the Company (other than as contemplated by the Transactions); (vi) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty warranty, any failure of any condition precedent, or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Purchase Agreement, Amendment and Restatement Agreement or the Ancillary Agreements or of such Holder Shareholder contained in this Agreement; Agreement and (Cvii) against any action other action, agreement or agreement transaction that is intended, or would reasonably be expected to result in (1) any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled or (2) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) any other action that could reasonably be expected to to, impede, interfere with, delay, postpone, discourage, postpone frustrate the purposes of or adversely affect any the consummation of the transactions contemplated by Transactions (collectively, the Merger Agreement, including the Merger, or this Agreement“Covered Matters”). Any attempt such vote shall be cast or any consent shall be executed by such Holder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares 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 of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares Shareholder in accordance with this such procedures relating thereto as will ensure that such Shareholder is duly counted, including for purposes of determining whether a quorum is present (if applicable) and for purposes of recording the results of such vote or consent. This Section 3.1. Notwithstanding anything herein to the contrary in this Agreement, this Section 3.1 shall not require any Holder Shareholder to be present exercise any warrants or options (in person or by proxyif any) or vote (or cause to be voted) any of its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder acquire capital stock of the Company) in . No Shareholder shall be liable for any material respect. Notwithstanding anything to the contrary in breach of this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) its Subject Shares with respect to Agreement by any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of the CompanyShareholder.

Agreement to Vote. Prior (a) From the date hereof until the termination of this Agreement in accordance with Section 6.1, except to the Termination Date, each Holder irrevocably extent waived in writing by Parent in its sole and unconditionally agrees that it shallabsolute discretion, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting)Company, however called, appear or at such meeting or otherwise cause such Holder’s Subject Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes of establishing a quorum, and voteany adjournment thereof, or cause to be voted at such meeting, all such Subject Shares: (a) in favor of (A) the adoption of the Merger Agreement and, without limiting the penultimate sentence of this Section 3.1, connection with any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and (B) any proposal to adjourn or postpone any such meeting written consent of the stockholders of the Company or in any other circumstances upon which a vote, consent or other approval of all or some of the stockholders of the Company is sought, each Company Preferred Stockholder shall vote (or cause to a later date if there are not sufficient votes to adopt be voted) such Company Preferred Stockholder’s Subject Shares and any other shares of capital stock of the Merger Proposal; Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (bsuch shares, together with the Subject Shares, the “Voting Shares”): (a) against (A) any agreementaction, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of any of the parties hereto under this Agreement; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries; (ii) any sale, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; (v) any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; (vi) any other material change in the Company’s corporate structure or business; and (vii) any other action, transaction or proposal involving the Company or any of its Subsidiaries contained in the Merger Agreement that is intended or of such Holder contained in this Agreement; (C) any action or agreement that would reasonably be expected to result in (1A) any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled or (2) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) any other action that could reasonably be expected to prevent, nullify, impede, interfere with, frustrate, delay, discouragepostpone, postpone discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, any of the transactions contemplated by the Merger AgreementAgreement or this Agreement or the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (b) In the event that a meeting of the stockholders of the Company is held, including the Mergereach Company Preferred Stockholder shall, or this Agreement. Any attempt by shall cause the holder of record on any applicable record date to, appear at such Holder to vote, consent or express dissent with respect to (meeting or otherwise cause its Voting Shares to utilize be counted as present thereat for purposes of establishing a quorum. (c) Each Company Preferred Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the voting power of) its Subject Shares in contravention terms of this Section 3.1 shall be null and void ab initio2. (d) EACH COMPANY PREFERRED STOCKHOLDER HEREBY IRREVOCABLY GRANTS TO AND APPOINTS QXXXXXX XXXXXXX AND AXXXXX XXXXXXXX, IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF PARENT, AND ANY INDIVIDUAL WHO SHALL HEREAFTER SUCCEED TO ANY SUCH OFFICE OF PARENT, AND EACH OF THEM INDIVIDUALLY, SUCH COMPANY PREFERRED STOCKHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION), FOR AND IN THE NAME, PLACE AND STEAD OF SUCH COMPANY PREFERRED STOCKHOLDER, TO REPRESENT, VOTE AND OTHERWISE ACT (BY VOTING AT ANY MEETING OF STOCKHOLDERS OF THE COMPANY, BY WRITTEN CONSENT IN LIEU THEREOF OR OTHERWISE) WITH RESPECT TO THE VOTING SHARES OWNED OR HELD BY SUCH COMPANY PREFERRED STOCKHOLDER REGARDING THE MATTERS REFERRED TO IN SECTION 2.1(a) HEREOF UNTIL THE TERMINATION OF THIS AGREEMENT, TO THE SAME EXTENT AND WITH THE SAME EFFECT AS SUCH COMPANY PREFERRED STOCKHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, RULES AND REGULATIONS. If such Holder is the Beneficial OwnerTHE PROXY GRANTED PURSUANT TO THIS SECTION 2.1(d) IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE. EACH COMPANY PREFERRED STOCKHOLDER WILL TAKE SUCH FURTHER ACTION AND WILL EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. EACH COMPANY PREFERRED STOCKHOLDER HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY GRANTED WITH RESPECT TO ANY OF THE VOTING SHARES OWNED OR HELD BY SUCH COMPANY PREFERRED STOCKHOLDER REGARDING THE MATTERS REFERRED TO IN SECTION 2.1(a) HEREOF. THE PARTIES ACKNOWLEDGE AND AGREE THAT NEITHER PARENT, but not the holder of recordNOR ANY OF ITS SUCCESSORS, of any of its Subject SharesASSIGNS, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares in accordance with this Section 3.1AFFILIATES, SUBSIDIARIES, EMPLOYEES, OFFICERS, DIRECTORS, STOCKHOLDERS, AGENTS OR OTHER REPRESENTATIVES, SHALL INCUR ANY LIABILITY TO ANY STOCKHOLDER IN CONNECTION WITH OR AS A RESULT OF ANY EXERCISE OF THE PROXY GRANTED TO PARENT PURSUANT TO THIS SECTION 2.1(d), OTHER THAN FOR A BREACH OF THIS SECTION 2.1(d). Notwithstanding anything herein to the contrary in this AgreementNOTWITHSTANDING THE FOREGOING, 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 its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of the CompanyTHIS PROXY SHALL TERMINATE UPON TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS.

Agreement to Vote. Prior to (a) During the Termination Date, each Holder irrevocably and unconditionally agrees that it shallTerm (as defined herein), at any duly called meeting of the stockholders shareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, appear at such meeting or otherwise cause such Holder’s Subject Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes of establishing a quorum, and vote, or cause to be voted at such meeting, all such Subject Shares: (a) in favor of (A) the adoption of the Merger Agreement and, without limiting the penultimate sentence of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger ProposalShareholders”), and approving including the Company Shareholder Meeting, including at any adjournment or postponement thereof, or in any other matters necessary for circumstance in which the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and (B) any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (b) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (C) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled or (2) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) 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 Merger, or this Agreement. Any attempt by such Holder to vote, consent or express dissent with respect to other approval of the shareholders of the Company is sought, including under any written consent of the Shareholders, the Covered Shareholder shall: (or otherwise to utilize the voting power ofi) its Subject Shares 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 of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 or otherwise cause to be counted as present thereat all of its Subject Covered Shares as of the applicable record date, so that all of such Covered Shares are duly counted for purposes of determining whether a quorum is present; and (ii) vote (or cause to amend, modify be voted) or waive any provision execute and deliver a written consent (or cause a written consent to be executed and delivered) all of its Covered Shares as of the applicable record date (A) in favor of the approval and adoption of the Merger Agreement and the Transactions, (B) in favor of any proposal to adjourn or postpone such meeting of the Shareholders to a manner later date if recommended by the Company, including if there are not sufficient votes to approve and adopt the Merger Agreement and (C) against (1) any action or proposal in favor of a Competing Proposal (without regard to the terms of such Competing Proposal), in the case of this clause (1), (2) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or (3) any proposal, action or agreement that reduces would prevent or materially delay the amount or changes the form consummation of the Merger Consideration payable, imposes and the other Transactions. The Covered Shareholder shall not commit or agree to take any material restrictions on or additional material conditions on action the payment primary purpose of which is to evade the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder foregoing obligations. (in its capacity as a stockholder of the Companyb) in any material respect. Notwithstanding anything to the contrary contained in this Agreement but subject to the provisions of Section 1(a) of this Agreement, each Holder the Covered Shareholder shall remain free at all times retain the right to vote (the Covered Shares in the Covered Shareholder’s sole and absolute discretion, and without any limitation, on any matters that are at any time or execute consents or proxies with respect to) its Subject Shares with respect from time to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of time presented for consideration to the Company’s shareholders.

Agreement to Vote. Prior to From the Termination Datedate hereof, and until the termination of this Agreement in accordance with Section 6.1, each Holder irrevocably Stockholder, severally and unconditionally not jointly, agrees that it shall, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, appear at such meeting or otherwise cause such Holder’s Subject Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes of establishing a quorum, and vote, or cause to be voted at such meeting, all such Subject Sharesfollows: (a) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement is sought, each Stockholder shall vote (or cause to be voted) the Subject Shares in favor of (A) the adoption by the Company of the Merger and the approval of the Merger Agreement and, without limiting the penultimate sentence of this Section 3.1, and any amended actions required in furtherance thereof and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation each of the transactions contemplated by the Merger Agreement. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which a vote, including the Merger, and (B) any proposal to adjourn consent or postpone any such meeting other approval of all or some of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (b) against (A) any agreementis sought, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (C) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled or (2) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) 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 Merger, 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) its Subject Shares in contravention of this Section 3.1 each Stockholder shall be null and void ab initio. If such Holder is the Beneficial Owner, but not the holder of record, of any of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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) its Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale or transfer of a material amount of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company, and (ii) any amendment of the Company’s certificate of incorporation or by-laws or other proposal or transaction involving the Company or any of its Subject Shares to amendsubsidiaries, modify which amendment or waive other proposal or transaction would in any provision of manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement in a manner that reduces the amount or changes the form any of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of other transactions contemplated by the Merger Consideration, extends the Outside Date Agreement or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) change in any manner such Holder deems appropriate, including the voting rights of the Subject Shares other than in connection with the election of directors of transactions contemplated by the CompanyMerger. Each Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote. Prior Subject to the Termination Dateterms of this Agreement, each Holder Stockholder hereby irrevocably and unconditionally agrees that it shallthat, during the time this Agreement is in effect, at any annual or special meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting)Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Shares (other than Company Stock Options that are not exercised during the Agreement Period) are entitled to vote or consent thereon: (a) appear at each such meeting or otherwise cause all such Holder’s Subject Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes of establishing determining a quorum, ; and vote, (b) be present (in person or by proxy) and vote (or cause to be voted at such meetingvoted), or deliver (or cause to be delivered) a written consent with respect to, all such of its Subject Shares: Shares (ai) against any Company Takeover Proposal (other than the Merger), (ii) against any change in favor of (A) the adoption membership of the Merger Agreement and, without limiting the penultimate sentence of this Section 3.1, any amended and restated Merger Agreement Company Board that is not recommended or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation of the transactions contemplated approved by the Merger Agreement, including the MergerCompany Board, and (B) any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (biii) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposalproposed action, agreement or action made in opposition to adoption of transaction involving the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action or agreement Company that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (C) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled or (2) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) any other action that could reasonably be expected to impede, interfere with, delay, discouragepostpone, postpone or adversely affect any or prevent the consummation of the transactions contemplated by Offer, the Merger Agreementor the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Merger); (y) a sale, lease, license or this Agreementtransfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of the Company or any reorganization, recapitalization or liquidation of the Company; or (z) any change in the present capitalization of the Company or any amendment or other change in the Company’s organizational documents. Any attempt by Each Stockholder shall retain at all times the right to vote such Holder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of) its Stockholder’s Subject Shares in contravention of this Section 3.1 shall be null such Stockholder’s sole discretion, and void ab initio. If such Holder is the Beneficial Ownerwithout any other limitation, but not the holder of record, of on any of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter matters other than as those set forth in this Section 3.1(a) and Section 3.1(b) in 1.2 that are at any manner such Holder deems appropriate, including in connection with the election of directors of time or from time to time presented for consideration to the Company’s stockholders generally.

Agreement to Vote. Prior to At the Termination Datespecial meeting, each Holder irrevocably and unconditionally agrees that it shall, at or any other meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however calledcalled and including any adjournment or postponement thereof) or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought, each Supporting Company Stockholder irrevocably and unconditionally agrees that it shall (a) appear at each such meeting or otherwise cause such Holder’s all of its Subject Shares that are outstanding as of the applicable record date Company Securities to be counted as present thereat for purposes of establishing calculating a quorum, quorum and vote, (b) vote (or cause to be voted at such meetingvoted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all such of its Subject SharesCompany Securities: (a) a. in favor of (A) each matter set forth in the Company Stockholder Consent, including the approval and adoption of the Merger Agreement andand the Transactions (including the Merger) (collectively, without limiting the penultimate sentence of this Section 3.1“Stockholder Consent Matters”); b. against any Acquisition Proposal (in each case, other than the transactions contemplated by the Merger Agreement); c. against any amended and restated Merger Agreement merger agreement or amendment to merger (other than the Merger Agreement (and the “Merger Proposal”Transactions, including the Merger), and approving consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company; and d. against any other matters necessary for proposal, action or agreement that would reasonably be expected to (i) prevent, materially impede or materially delay the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and or (Bii) result in any proposal to adjourn liquidation, dissolution or postpone any such meeting of other change in the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (b) against (A) any agreement, transaction Company’s corporate structure or proposal that relates to an Acquisition Proposal or any business other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters than as contemplated by the Merger Agreement; (B) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (C) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled or (2) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) 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 Merger, 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) its Subject Shares 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 of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of the Company.

Agreement to Vote. Prior to Until the Termination DateExpiration Time, each Holder irrevocably of the Sponsor Parties, with respect to its Shares, hereby agree (and unconditionally agrees that it shallagree to execute such documents or certificates evidencing such agreement as OceanTech and/or the Company may reasonably request in connection therewith) to vote, or cause to be voted, in person or by proxy (or duly and promptly execute and deliver, or cause to be delivered, an action by written consent) at the OceanTech Special Meeting and any meeting of the stockholders of the Company (whether annual or special OceanTech, and whether or not an adjourned or postponed meeting), however called, appear at such meeting or otherwise cause such Holder’s Subject Shares that are outstanding as in any action by written consent of the applicable record date stockholders of OceanTech, to be counted as present thereat for purposes of establishing a quorum, and vote, or cause to be voted at such meetingapprove the Merger Agreement, all such Subject Shares: of its Shares (ai) in favor of (A) the approval and adoption of the Merger Agreement, the Transactions and this Agreement andin accordance with the Insider Letter, without limiting the penultimate sentence (ii) in favor of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters matter reasonably necessary for to the consummation of the transactions contemplated Transactions and considered and voted upon by the Merger Agreement, including the Merger, and (B) any proposal to adjourn or postpone any such meeting of the stockholders of OceanTech (including the OceanTech Stockholder Approval Matters), (iii) in favor of the approval and adoption of the Equity Incentive Plan, (iv) for the appointment, and designation of the members of the Post-Closing Company to a later date if there are not sufficient votes to adopt the Merger Proposal; Board of Directors, (bv) against any (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposalaction, agreement or action made in opposition to adoption of transaction (other than the Merger Agreement or in competition or inconsistent with the Merger or matters Transactions contemplated by the Merger Agreement; thereby), (B) any action or agreement proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in OceanTech under the Merger Agreement or of such Holder contained in this Agreement; (C) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation failure of the Merger set forth in Article VII Transactions from being consummated, (C) merger, amalgamation, arrangement, consolidation, business combination, binding share exchange, sale of substantial assets, reorganization, recapitalization, plan of arrangement, dissolution, liquidation or winding up of or by OceanTech (other than the Merger Agreement not being fulfilled and the Transactions) or (2D) proposal, action or agreement that would (x) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Transactions contemplated thereby, or (y) change to in any manner the dividend policy or capitalization of, including the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) any other action that could reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any OceanTech. Each of the transactions contemplated by the Merger Agreement, including the Merger, Sponsor Parties hereby agree that it shall not commit 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) its Subject Shares 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 of its Subject Shares, such Xxxxxx agrees agree to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection action inconsistent with the election of directors of the Companyforegoing.

Agreement to Vote. Prior Subject to the Termination Dateterms of this Agreement, each Holder Stockholder hereby irrevocably and unconditionally agrees that it shallthat, during the time this Agreement is in effect, at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting)Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Holder’s Subject Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes of establishing determining a quorum, ; and vote, (b) be present (in person or by proxy) and vote (or cause to be voted at such meetingvoted), or deliver (or cause to be delivered) a written consent with respect to, all such of its Subject Shares: Shares (ai) in favor of (A) the for adoption of the Merger Agreement and, without limiting the penultimate sentence of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation approval of the transactions contemplated by the Merger Agreementthereby, including the First Merger, and (Bii) for any proposal to adjourn or postpone any the Company Stockholder Meeting or such other meeting of the Company’s stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; Agreement, (biii) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement Agreement, or of such Holder any Stockholder contained in this Agreement; Agreement or (CB) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger conditions set forth in Annex A or in Article VII of the Merger Agreement not being fulfilled satisfied on or before the End Date; (2iv) against any change to the voting rights of any class of shares of capital stock of in the Company Board of Directors, (including v) against any amendments to the Company’s organizational documents); Company Takeover Proposal and (D) against any other action action, agreement or transaction involving the Company that could is intended, or would reasonably be expected expected, to impede, interfere with, delay, discouragepostpone, postpone or adversely affect any or prevent the consummation of the transactions contemplated by Offer or the Merger AgreementMergers or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the MergerCompany (other than the Mergers); (y) a sale, lease, license or this Agreementtransfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of the Company or any reorganization, recapitalization or liquidation of the Company; or (z) any change in the present capitalization of the Company or any amendment or other change to the Company Certificate or Company Bylaws; and (vi) in favor of any other matter necessary to consummate the Transactions. Any attempt by such Holder Subject to votethe proxy granted under Section 1.2 below, consent or express dissent with respect each Stockholder shall retain at all times the right to (or otherwise to utilize vote the voting power of) its Subject Shares in contravention of this Section 3.1 shall be null such Stockholder’s sole discretion, and void ab initio. If such Holder is the Beneficial Ownerwithout any other limitation, but not the holder of record, of on any of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter matters other than as those set forth in this Section 3.1(a) and Section 3.1(b) in 1.1 that are at any manner such Holder deems appropriate, including in connection with the election of directors of time or from time to time presented for consideration to the Company’s stockholders generally.

Agreement to Vote. Prior to the Termination DateDate and subject to Section 3.2, each Holder the Sponsor irrevocably and unconditionally agrees that it shall, at any meeting of the stockholders shareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, (i) appear at such meeting or otherwise cause such Holder’s Subject the Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes of establishing a quorum, quorum and vote(ii) vote (or consent), or cause to be voted at such meetingmeeting (or validly execute and return and cause such consent to be granted with respect to), all such Subject Shares: , (a) in favor of (A) the approval and adoption of the Merger Business Combination Agreement andand the transactions contemplated thereby, without limiting the penultimate sentence (b) in favor of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters matter reasonably necessary for to the consummation of the transactions contemplated by the Merger AgreementBusiness Combination Agreement and considered and voted upon at any such meeting, including (c) in favor of the Mergerapproval of Parent Shareholder Approval (or, if there are insufficient votes in favor of any of the foregoing (a), (b) and (B) any proposal to adjourn or postpone any c), in favor of the adjournment of such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; date), (bd) against (A) the approval of any agreementmerger, transaction scheme of arrangement, consolidation, reorganization, recapitalization, dissolution, liquidation or proposal that relates to an Acquisition Proposal winding up of or by Parent, the Purchaser or Merger Sub, or any public offering of any shares of Parent, the Purchaser, Merger Sub or any of its material subsidiaries, or, in case of a public offering only, a newly-formed holding company of Parent, the Purchaser or Merger Sub or such material subsidiaries, other transactionthan the Business Combination Agreement and the transactions contemplated thereby, against the approval of any purchase of all or substantially all of the assets of or other business combination transaction (other than the Business Combination Agreement and the transactions contemplated thereby), or against any proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action or agreement that would (1) impede, frustrate, prevent or nullify any provision of this Agreement, the Business Combination Agreement, the Reincorporation Merger or the Acquisition Merger, (2) result in a breach in any respect of any covenant, representation or representation, warranty or any other obligation or agreement of Parent, Purchaser or Merger Sub under the Company Business Combination Agreement, or (3) result in any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (C) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger conditions set forth in Article VII X of the Merger Business Combination Agreement not being fulfilled fulfilled, and (f) against any amendment of the organizational documents of Parent or (2) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Companyin Parent’s organizational documents); and (D) any capitalization, corporate structure or business other action that could reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the transactions than as expressly contemplated by the Merger Business Combination Agreement, including the Merger, 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) its Subject Shares 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 of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of the Company.

Agreement to Vote. Prior In order to induce Parent and Merger Subsidiary to enter into the Merger Agreement, each Stockholder hereby agrees that, from and after the date hereof and until the Termination Date, each Holder irrevocably and unconditionally agrees that it shallTime, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting)Company, however called, or in connection with any written consent of the stockholders of Company, such Stockholder shall appear at each such meeting meeting, in person or by proxy, or otherwise cause such Holder’s Subject the Voting Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes of establishing a quorum, and vote, each such Stockholder shall vote (or cause to be voted at voted) or act by written consent with respect to all of its Voting Shares that are beneficially owned by each such meetingStockholder or its affiliates or as to which such Stockholder has, all such Subject Shares: directly or indirectly, the right to vote or direct the voting, (a) in favor of (A) the adoption and approval of the Merger Agreement and, without limiting the penultimate sentence of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (and the “Merger Proposal”), and approving any other matters necessary for the consummation approval of the transactions terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement, including the Merger, and (B) any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; ; (b) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement or of such Holder any Stockholder contained in this Agreement; (Cc) against any action Acquisition Proposal; and (d) against any other action, agreement or agreement that would reasonably be expected to result in transaction (1) any condition to the consummation of the Merger set forth in Article VII of other than the Merger Agreement not being fulfilled and the transactions contemplated thereby) that is intended, or (2) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) any other action that could reasonably be expected expected, to impede, interfere or be inconsistent with, delay, discouragepostpone, postpone discourage or materially adversely affect the Merger or the performance by each of the Stockholders of its obligations under this Agreement, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Company or any of the transactions contemplated by the Merger Agreement, including its Subsidiaries (other than the Merger); (ii) a sale, lease or this Agreementtransfer of a material amount of assets of Company or any of its Subsidiaries (other than the Specified Asset Sales) or a reorganization, recapitalization or liquidation of Company or any of its Subsidiaries other than AHA; (iii) a material change in the policies or management of Company; (iv) an election of new members to the board of directors of Company; (v) any material change in the present capitalization or dividend policy of Company or any amendment or other change to Company's certificate of incorporation; or (vi) any other material change in Company's corporate structure or business. Any attempt by Each Stockholder hereby agrees that such Holder to vote, consent Stockholder will not enter into any voting or express dissent other agreement or understanding with any person or entity or grant a proxy or power of attorney with respect to the Shares prior to the Termination Time (other than a proxy or otherwise power of attorney to utilize the voting power of) its Subject Shares in contravention an officer of this Section 3.1 shall Company that may be null and void ab initio. If such Holder is the Beneficial Owner, but not the holder of record, of any of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares exercised solely in accordance with this Section 3.1. Notwithstanding anything herein to the contrary 2 and except as provided in this Agreement, this Section 3.1 shall not require any Holder to be present (in person or by proxy3 below) or vote (or cause to be voted) any of its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) give instructions in any manner such Holder deems appropriateinconsistent with clauses (a), including in connection with the election of directors (b), (c) or (d) of the Companypreceding sentence. Each Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Time, not to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the stockholders of Company would be inconsistent with or frustrate the purposes of the other covenants of such Stockholder pursuant to this paragraph.

Agreement to Vote. (a) Prior to the Termination DateDate and regardless of whether such Stockholder tenders any Covered Shares pursuant to Section 1, each Holder Stockholder irrevocably and unconditionally agrees that it shall, shall at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of stockholders of the Company (x) when a meeting is held, appear at such meeting or otherwise cause such Holder’s Subject Stockholder's Covered Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes the purpose of establishing a quorum, and voterespond to each request by the Company for written consent, if any, and (y) vote (or consent), or cause to be voted at such meetingmeeting (or validly execute and return and cause such consent to be granted with respect to), all of such Subject Shares: Stockholder's Covered Shares (ai) in favor of (A) the Merger, the execution and delivery by the Company of the Merger Agreement, adoption and approval of the Merger Agreement and, without limiting and the penultimate sentence of this Section 3.1, any amended terms thereof and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation of the Merger and the other transactions contemplated in the Merger Agreement (whether or not recommended by the Merger Agreement, including the MergerCompany Board), and (B) any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (bii) against (A) any agreementAcquisition Proposal, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or agreement that would result in a breach of any covenant, representation or warranty or other business combination between the Company and any other obligation or agreement of Person (other than the Company or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; Merger), (C) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled or (2) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) any other action that could reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect the Merger or any of the transactions contemplated by the Merger Agreement, including the Merger, Agreement or this Agreement. Any attempt by such Holder to voteAgreement or any transaction that results in a breach in any material respect of any covenant, consent representation or express dissent with respect to (warranty or otherwise to utilize other obligation or agreement of the voting power of) its Subject Shares 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 Company or any of its Subject SharesSubsidiaries under the Merger Agreement, and (D) any change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company's certificate of incorporation or bylaws, except if approved by Parent. (b) Prior to the Termination Date and at any time after the Acceptance Date, each Stockholder irrevocably and unconditionally agrees that it shall at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of stockholders of the Company (x) when a meeting is held, appear at such Xxxxxx agrees to take all actions necessary to meeting or otherwise cause such holder Stockholder’s Covered Shares to be counted as present thereat for the purpose of record establishing a quorum, and any nominees respond to each request by the Company for written consent, if any, and (y) vote (or exercise a consent with respect to) all of such Subject Shares in accordance with this Section 3.1. Notwithstanding anything herein to the contrary in this Agreementconsent), this Section 3.1 shall not require any Holder to be present (in person or by proxy) or vote (or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of such Stockholder’s Covered Shares (i) any in favor of its Subject Shares all necessary and desirable actions to amend, modify or waive any provision cause the election (and maintenance) of the Parent designees to the Company's Board of Directors (the “Parent Directors”) pursuant to Section 1.4 of the Merger Agreement in a manner that reduces Agreement, and (ii) against, unless requested by Parent, the amount or changes the form removal of any of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of the CompanyParent Directors.

Agreement to Vote. Prior to Beginning on the date hereof until the Termination Date, each Holder irrevocably and unconditionally agrees that it shallDate (as defined below), at any every meeting of the stockholders of the Company (whether annual Stockholders, including any postponement, recess or special and whether adjournment thereof, or not an adjourned or postponed meeting)in any other circumstance, however called, appear at such meeting or otherwise cause such Holder’s Subject Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes of establishing a quorumeach Stockholder agrees to, and voteif applicable, to cause its controlled Affiliates to, affirmatively vote (including via proxy) or execute consents with respect to (or cause to be voted at (including via proxy) or consents to be executed with respect to) all of the Owned Shares and any additional shares of Common Stock or other voting securities of the Company acquired by such meetingStockholder or its respective controlled Affiliates after the date hereof and prior to the Termination Date (collectively, all such Subject and together with the Owned Shares: , the “Covered Shares”) as follows: (a) in favor of (Ai) the adoption of the Merger Agreement andand the approval of the Merger, without limiting the penultimate sentence of this Section 3.1, including any amended and restated Merger Agreement or amendment to the Merger Agreement that, in any such case, increases the Per Share Price or otherwise results in the Merger Agreement being objectively more economically favorable to the Company Stockholders than the Merger Agreement in effect as of the date of this Agreement (the “Merger Proposal”excluding, for avoidance of doubt, any adverse amendment), (ii) the approval of any proposal to adjourn or postpone any Company Stockholder Meeting to a later date if the Company proposes or requests such postponement or adjournment in accordance with Section 6.4(b) of the Merger Agreement, and approving (iii) the approval of any other matters proposal considered and voted upon by the Company Stockholders at any Company Stockholder Meeting necessary for the consummation of the Merger and the other transactions contemplated by the Merger Agreement, including the Merger, and (B) any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (b) against (Ai) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action action, or agreement that that, to the knowledge of such Stockholder, would reasonably be expected to be result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement Agreement, (ii) any reorganization, dissolution, liquidation, winding up or similar extraordinary transaction involving the Company (except as contemplated by the Merger Agreement) and (iii) any other action, agreement or proposal which to the knowledge of such Holder contained in this Agreement; (C) any action or agreement that Stockholder would reasonably be expected to result in (1) any condition to prevent or materially impede or materially delay the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled or (2) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) 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 (clauses (a) and (b) collectively, the Merger“Supported Matters”). Each Stockholder agrees to, 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) its Subject Shares 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 of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect its applicable controlled Affiliates to) all of such Subject Shares 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 (present, in person or by proxy, at every meeting of the Company Stockholders, including any postponement, recess or adjournment thereof, or in any other circumstance, however called, to vote on the Supported Matters (in the manner described in this Section 1.1) so that all of the Covered Shares will be counted for purposes of determining the presence of a quorum at such meeting, or vote (or otherwise cause the Covered Shares to be voted) any counted as present threat for purposes of its Subject Shares to amendestablishing a quorum. For the avoidance of doubt, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares other than with respect to the Supported Matters, the Stockholders do not have any matter obligation to vote the Covered Shares in any particular manner and, with respect to such other matters (other than as set forth the Supported Matters), the Stockholders shall be entitled to vote the Covered Shares in Section 3.1(a) and Section 3.1(b) in its sole discretion. The Stockholders shall not take any manner action that, to the knowledge of such Holder deems appropriateStockholder, including in connection with would reasonably be expected to prevent or materially impair or materially delay the election of directors consummation of the Companytransactions contemplated by this Agreement.

Agreement to Vote. Prior to (a) Each Stockholder hereby agrees that, from the date of execution of the Merger Agreement until the Termination Date, each Holder irrevocably and unconditionally agrees that it shallDate (as defined below) (the “Voting Period”), at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting)Company, however called, appear or at any adjournment or postponement thereof, or in connection with any written consent of the stockholders of the Company or in any other circumstances upon which a vote, consent or other approval of all or some of the stockholders of the Company is sought with respect to the matters described in this Section 1.1, each Stockholder shall vote (or cause to be voted), or execute (or cause to be executed) consents with respect to, as applicable, all of the Owned Shares owned by such meeting or otherwise cause such Holder’s Subject Shares that are outstanding Stockholder as of the applicable record date to be counted as present thereat for purposes of establishing a quorum, and vote, or cause to be voted at such meeting, all such Subject Shares: (ax) in favor of (A) the approval and adoption of the Merger Agreement andAgreement, without limiting (y) in favor of the penultimate sentence approval of the Transactions and any other matter that is required to facilitate the Transactions and (z) against each of the matters set forth in clauses (i), (ii), (iii) and (iv) of this Section 3.11.1 below, any amended and restated Merger Agreement whether such vote, consent or amendment approval is required or requested pursuant to the Merger Agreement applicable Law or otherwise: (the “Merger Proposal”), and approving any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and (Bi) any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (b) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transactionmerger, proposalconsolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other business combination or extraordinary transaction involving the Company or any of its Subsidiaries or any merger agreement or action made other definitive agreement with respect to any of the foregoing, in opposition to adoption of each case, other than the Merger Agreement or in competition or inconsistent with and the Merger or matters contemplated by the Merger Agreement; Transactions; (Bii) any action or proposal to amend the Company’s organizational documents; (iii) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement or of such Holder the Stockholders contained in this Agreement; and (Civ) any action action, proposal, transaction or agreement involving the Company or any of its Subsidiaries that is intended or would reasonably be expected to result in (1) any condition to prevent, impede, frustrate, interfere with, materially delay or postpone or adversely affect the consummation of the Merger or the other Transactions. (b) With respect to any meeting of the stockholders of the Company held during the Voting Period with respect to any matter set forth in Article VII of the Merger Agreement not being fulfilled or (2) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) any other action that could reasonably be expected to impedethis Section 1.1, interfere with, delay, discourage, postpone or adversely affect any of the transactions contemplated by the Merger Agreement, including the Mergereach Stockholder shall, 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) its Subject Shares in contravention of this Section 3.1 shall be null and void ab initio. If such Holder is the Beneficial Owner, but not cause the holder of record, of any record of its Subject SharesOwned Shares beneficially owned by such Stockholder on any applicable record date to, appear at such Xxxxxx agrees meeting or otherwise cause its Owned Shares to take all actions necessary be counted as present thereat for purposes of establishing a quorum. Any vote required to cause such holder of record and any nominees be cast or consent required to vote (be executed pursuant to this Section 1.1 shall be cast or exercise a consent with respect to) all of such Subject Shares executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of recording the results of that vote or consent. (c) Each Stockholder hereby waives, to the full extent of the law, and agrees not to assert any appraisal rights pursuant to Section 262 of the DGCL or otherwise in connection with the Transactions. (d) Except as explicitly set forth in this Section 3.1. Notwithstanding anything herein to the contrary 1.1, nothing in this Agreement, this Section 3.1 Agreement shall not require any Holder limit the right of each Stockholder to be present (in person or by proxy) or vote (or cause to be voted) any of its Subject Shares ), including by proxy or written consent, if applicable, in favor of, or against or to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies abstain with respect to) its Subject Shares with respect , any other matters presented to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors stockholders of the Company.

Agreement to Vote. Prior Subject to the Termination Dateterms of this Agreement, each Holder Stockholder hereby irrevocably and unconditionally agrees that it shallthat, during the time this Agreement is in effect, at any annual or special meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting)Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Shares are entitled to vote or consent thereon: (a) appear at each such meeting or otherwise cause all such Holder’s Subject Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes of establishing determining a quorum, ; and vote, (b) be present (in person or by proxy) and vote (or cause to be voted at such meetingvoted), or deliver (or cause to be delivered) a written consent with respect to, all such of its Subject Shares: Shares (ai) against any Company Takeover Proposal (other than the Merger), (ii) against any change in favor of (A) the adoption membership of the Merger Agreement and, without limiting the penultimate sentence of this Section 3.1, any amended and restated Merger Agreement Company Board that is not recommended or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation of the transactions contemplated approved by the Merger Agreement, including the MergerCompany Board, and (B) any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (biii) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposalproposed action, agreement or action made in opposition to adoption of transaction involving the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action or agreement Company that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (C) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled or (2) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) any other action that could reasonably be expected to impede, interfere with, delay, discouragepostpone, postpone or adversely affect any or prevent the consummation of the transactions contemplated by Offer, the Merger Agreementor the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Merger); (y) a sale, lease, license or this Agreementtransfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of the Company or any reorganization, recapitalization or liquidation of the Company; or (z) any change in the present capitalization of the Company or any amendment or other change in the Company’s organizational documents. Any attempt by Each Stockholder shall retain at all times the right to vote such Holder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of) its Stockholder’s Subject Shares in contravention of this Section 3.1 shall be null such Stockholder’s sole discretion, and void ab initio. If such Holder is the Beneficial Ownerwithout any other limitation, but not the holder of record, of on any of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter matters other than as those set forth in this Section 3.1(a) and Section 3.1(b) in 1.2 that are at any manner such Holder deems appropriate, including in connection with the election of directors of time or from time to time presented for consideration to the Company’s stockholders generally.

Agreement to Vote. Prior Subject to the Termination Dateterms of this Agreement, each Holder Stockholder hereby irrevocably and unconditionally agrees that it shallthat, during the time this Agreement is in effect, at any annual or special meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting)Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Holder’s Subject Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes of establishing determining a quorum, ; and vote, (b) be present (in person or by proxy) and vote (or cause to be voted at such meetingvoted), or deliver (or cause to be delivered) a written consent with respect to, all such of its Subject Shares: Shares (a) in favor of (A) the adoption of the Merger Agreement and, without limiting the penultimate sentence of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and (B) any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (bi) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action or agreement that is intended or would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement Agreement, or of such Holder any Stockholder contained in this Agreement; , or (CB) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger conditions set forth in Article Section VII or Annex I of the Merger Agreement not being fulfilled satisfied on or before the End Date; (2ii) against any change to in the voting rights Board of any class of shares of capital stock Directors of the Company (including any amendments to the Company’s organizational documents); and (Diii) against any Acquisition Proposal and against any other action proposed action, agreement or transaction involving the Company that could is intended, or would reasonably be expected expected, to impede, interfere with, delay, discouragepostpone, postpone or adversely affect any or prevent the consummation of the transactions contemplated by Offer, the Merger Agreementor the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Merger); (y) a sale, lease, license or this Agreement. Any attempt by such Holder to votetransfer of a material amount of assets (including, consent or express dissent with respect to (or otherwise to utilize for the voting power of) its Subject Shares in contravention avoidance of this Section 3.1 shall be null doubt, Intellectual Property Rights and void ab initio. If such Holder is the Beneficial Owner, but not the holder capital stock of record, of any of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company; or (z) any change in the present authorized capitalization of the Company or any material respect. Notwithstanding anything amendment or other change to the contrary in this AgreementCompany’s Certificate of Incorporation or Bylaws. Subject to the proxy granted under Section 1.3 below, each Holder Stockholder shall remain free retain at all times the right to vote (or execute consents or proxies with respect to) its the Subject Shares with respect to in such Stockholder’s sole discretion, and without any matter other limitation, on any matters other than as those set forth in this Section 3.1(a) and Section 3.1(b) in 1.2 that are at any manner such Holder deems appropriate, including in connection with the election of directors of time or from time to time presented for consideration to the Company’s stockholders generally.

Agreement to Vote. (a) Prior to the Termination DateDate and regardless of whether such Stockholder tenders any Covered Shares pursuant to Section 1, each Holder Stockholder irrevocably and unconditionally agrees that it shall, shall at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of stockholders of the Company (x) when a meeting is held, appear at such meeting or otherwise cause such HolderStockholder’s Subject Covered Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes the purpose of establishing a quorum, and voterespond to each request by the Company for written consent, if any, and (y) vote (or consent), or cause to be voted at such meetingmeeting (or validly execute and return and cause such consent to be granted with respect to), all of such Subject Shares: Stockholder’s Covered Shares (ai) in favor of (A) the Merger, the execution and delivery by the Company of the Merger Agreement, adoption and approval of the Merger Agreement and, without limiting and the penultimate sentence of this Section 3.1, any amended terms thereof and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation of the Merger and the other transactions contemplated in the Merger Agreement (whether or not recommended by the Merger Agreement, including the MergerCompany Board), and (B) any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (bii) against (A) any agreementAcquisition Proposal, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or agreement that would result in a breach of any covenant, representation or warranty or other business combination between the Company and any other obligation or agreement of Person (other than the Company or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; Merger), (C) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled or (2) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) any other action that could reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect the Merger or any of the transactions contemplated by the Merger Agreement, including the Merger, Agreement or this Agreement. Any attempt by such Holder to voteAgreement or any transaction that results in a breach in any material respect of any covenant, consent representation or express dissent with respect to (warranty or otherwise to utilize other obligation or agreement of the voting power of) its Subject Shares 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 Company or any of its Subject SharesSubsidiaries under the Merger Agreement, and (D) any change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s certificate of incorporation or bylaws, except if approved by Parent. (b) Prior to the Termination Date and at any time after the Acceptance Date, each Stockholder irrevocably and unconditionally agrees that it shall at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of stockholders of the Company (x) when a meeting is held, appear at such Xxxxxx agrees to take all actions necessary to meeting or otherwise cause such holder Stockholder’s Covered Shares to be counted as present thereat for the purpose of record establishing a quorum, and any nominees respond to each request by the Company for written consent, if any, and (y) vote (or exercise a consent with respect to) all of such Subject Shares in accordance with this Section 3.1. Notwithstanding anything herein to the contrary in this Agreementconsent), this Section 3.1 shall not require any Holder to be present (in person or by proxy) or vote (or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of such Stockholder’s Covered Shares (i) any in favor of its Subject Shares all necessary and desirable actions to amend, modify or waive any provision cause the election (and maintenance) of the Parent designees to the Company’s Board of Directors (the “Parent Directors”) pursuant to Section 1.4 of the Merger Agreement in a manner that reduces Agreement, and (ii) against, unless requested by Parent, the amount or changes the form removal of any of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of the CompanyParent Directors.

Agreement to Vote. Prior to the Termination Date, each Holder Each Stockholder hereby irrevocably and unconditionally agrees that it shallthat, subject to the terms of this Agreement, until the Termination Time, at any annual or special meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting)Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Holder’s Subject Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes of establishing determining a quorum, ; and vote, (b) be present (in person or by proxy) and vote (or cause to be voted at such meetingvoted), or deliver (or cause to be delivered) a written consent with respect to, all of such Subject Shares: Shares (ai) in favor of (A) the adoption of unless the Merger Agreement andhas been validly terminated in accordance with its terms, without limiting the penultimate sentence of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and (B) any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (b) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action or agreement that is intended or would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement or of such Holder any Stockholder contained in this Agreement; Agreement or (CB) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger conditions set forth in Article VII 7 or Exhibit B of the Merger Agreement not being fulfilled satisfied in a timely manner; (ii) against any Takeover Proposal or any action in furtherance of a specific Takeover Proposal and (2iii) unless the Merger Agreement has been validly terminated in accordance with its terms, against any change to the voting rights of any class of shares of capital stock of other action, agreement or transaction involving the Company (including or any amendments to the Company’s organizational documents); and (D) any other action Company Subsidiary that could is intended or would reasonably be expected to prevent, impede, interfere with, delay, discouragepostpone, postpone or adversely affect any or prevent the consummation of the Offer or the Merger or the other transactions contemplated by the Merger Agreement, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the MergerCompany (other than the transactions contemplated by the Merger Agreement); (y) a sale, lease, license or this Agreementtransfer of a material amount of assets of the Company or any reorganization, recapitalization or liquidation of the Company; or (z) any change in the present capitalization of the Company or any amendment or other change to the amended and restated certificate of incorporation or amended and restated bylaws of the Company as in effect on the date hereof. Any attempt by such Holder No Stockholder shall agree or commit to vote, consent or express dissent take any action inconsistent with the foregoing. Each Stockholder shall retain at all times the right to vote the Subject Shares (with respect to (or otherwise which the Stockholder is entitled to utilize the voting power of) its Subject Shares 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 of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Companyvote) in such Stockholder’s sole discretion, and without any material respect. Notwithstanding anything to the contrary in this Agreementother limitation, each Holder shall remain free to vote (or execute consents or proxies with respect to) its Subject Shares with respect to on any matter matters other than as those set forth in this Section 3.1(a) and Section 3.1(b) in 1.2 that are at any manner such Holder deems appropriate, including in connection with the election of directors of time or from time to time presented for consideration to the Company’s stockholders generally.

Agreement to Vote. Prior to From the date hereof until the Termination Date, each Holder irrevocably and unconditionally agrees that it shall, at any meeting of the stockholders of the Company Date (whether annual or special and whether or not an adjourned or postponed meetingas defined below), however called, appear at such meeting or otherwise cause such Holder’s Subject Shares that are outstanding as of the applicable record date Holder agrees to be counted as present thereat for purposes of establishing a quorum, and vote, vote (or cause to be voted voted), and shall not enter into any agreement or otherwise give instructions to any person to vote in any manner inconsistent with this Voting Agreement, at every meeting of the Company shareholders convened in connection with the matters related to the Merger Agreement, and at every adjournment or postponement thereof, all Company Shares (as defined below) it beneficially owns and is entitled to vote at such meeting, all such Subject Shares: (a) in favor of (Ai) the Merger, (ii) the adoption and approval of the Merger Agreement and, without limiting and the penultimate sentence of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement, including the Merger, terms thereof and (Biii) the approval of any proposal to adjourn or postpone any such meeting of the stockholders of the Company Stockholders Meeting to a later date if there are not sufficient votes to adopt the Company proposes or requests such postponement or adjournment in accordance with Section 6.01 of the Merger Proposal;Agreement; and (b) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of to, in competition with, inconsistent with, the Merger Agreement or in competition is intended to, or inconsistent with would reasonably be expected to, materially interfere with, delay, impede, postpone, discourage or adversely affect the Merger or matters contemplated by (clauses (a) and (b) collectively, the Merger Agreement; (B) “Supported Matters”). Nothing in this Voting Agreement shall require the Holder to vote in any action or agreement that would result in a breach of manner with respect to any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in amendment to the Merger Agreement or the taking of such Holder contained in this Agreement; (C) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation amendment, modification or waiver of the Merger set forth in Article VII of the Merger Agreement not being fulfilled or (2) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) 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 Merger, 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) its Subject Shares 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 of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces (1) decreases the amount Exchange Ratio or changes the form of the Merger Consideration payable, consideration payable to shareholders of the Company in the Merger; (2) imposes any material restrictions on or any additional material conditions on the consummation of the Merger or the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder Consideration to shareholders of the Company; or (3) in any material respectextends the Termination Date. Notwithstanding anything to For the contrary in this Agreementavoidance of doubt, each Holder shall remain free to vote (or execute consents or proxies with respect to) its Subject Shares other than with respect to the Supported Matters, the Holder does not have any matter obligation to vote the Company Shares in any particular manner and, with respect to such other matters (other than as set forth the Supported Matters), the Holder shall be entitled to vote the Company Shares in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of the Companyits sole discretion.

Agreement to Vote. Prior to the Termination Date, each Holder irrevocably and unconditionally Each Stockholder hereby agrees that it shallthat, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting)CHC, however called, appear and at such meeting or otherwise cause such Holder’s Subject Shares that are outstanding as every adjournment thereof, and in any action by written consent of the applicable record date stockholders of CHC, to be counted as present thereat for purposes vote all of establishing a quorumthe shares of CHC Stock to which he is entitled to vote (including, and votewithout limitation, or cause shares of any class of CHC Preferred Stock whether such shares are to be voted at such meetingseparately as a class or, all such Subject Shares:together with shares of other classes or on an as-converted basis, each in accordance with CHC's Charter Documents, as applicable): (a) in favor of (Ai) the adoption approval of the Merger Agreement and, without limiting the penultimate sentence of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation terms of the transactions contemplated by the Merger AgreementTransaction Agreements, including the Mergerwith any modifications that are approved by such Stockholder, (ii) any action required to consummate such transactions and (Biii) any proposal to adjourn or postpone any such meeting the adoption of the stockholders Plan of Dissolution of CSC in substantially the form attached hereto as Exhibit A with any modifications that are approved by such Stockholder, provided that each of the Company to a later date if there matters listed in clauses (i), (ii) and (iii) of this Section 3.1 (a) are not sufficient votes to adopt the Merger Proposalcontemporaneously approved; (b) against any Purchase Proposal; (Ac) any agreementprior to the Effective Time, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) against any action or agreement that would result in a breach of any covenant, representation or warranty proposal involving CHC or any other obligation CHC subsidiary that is intended, or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (C) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled or (2) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) any other action that could reasonably be expected expected, to prevent, impede, interfere with, delay, discourage, postpone or adversely affect any of the transactions contemplated by the Merger Agreement, including the Merger, or this Agreement. Any attempt by such Holder to vote, consent or express dissent with respect to Transaction Agreements; (or otherwise to utilize the voting power ofd) its Subject Shares 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 of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision favor of the Merger Agreement amendment to CHC's certificate of incorporation to change the name of CHC; and (e) in a manner that reduces favor of the amount or changes adoption of the Certificate of Amendment of Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights of Preferred Stock and Qualifications, Limitations and Restrictions thereof of Series A Cumulative Convertible Preferred Stock and Series B Cumulative Convertible Preferred Stock of CHC, in the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity attached hereto as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of the Company.Exhibit B.

Agreement to Vote. Prior to the Termination DateDate (as defined herein), each Holder Shareholder irrevocably and unconditionally agrees that it shall, he or she shall at the Company Shareholder Meeting or any other meeting of the stockholders shareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of shareholders of the Company (a) when a meeting is held, appear at such meeting or otherwise cause such Holder’s Subject the Covered Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes the purpose of establishing a quorum, and voterespond to each request by the Company for written consent, if any and (b) vote (or consent), or cause to be voted at such meetingmeeting (or validly execute and return and cause such consent to be granted with respect to), all such Subject Shares: Covered Shares (ai) in favor of (A) the adoption of the Merger Agreement and, without limiting the penultimate sentence of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation of the Merger and the other transactions contemplated by in the Merger Agreement, including the Merger, Agreement and (B) any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (bii) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any (other transactionthan the Merger), proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or agreement that would result in a breach of any covenant, representation or warranty or other business combination between the Company and any other obligation or agreement of Person (other than the Company or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; Merger), (C) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled or (2) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) any other action that could reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect the Merger or any of the transactions contemplated by the Merger Agreement, including the Merger, Agreement or this Agreement. Any attempt by such Holder to voteAgreement or any transaction that results in a breach in any material respect of any covenant, consent representation or express dissent with respect to (warranty or otherwise to utilize other obligation or agreement of the voting power of) its Subject Shares 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 Company or any of its Subject SharesSubsidiaries under the Merger Agreement, such Xxxxxx agrees to take all actions necessary to cause such holder (D) any change in the present capitalization or dividend policy of record and the Company or any nominees to vote (amendment or exercise a consent with respect to) all of such Subject Shares in accordance with this Section 3.1. Notwithstanding anything herein other change to the contrary in this AgreementCompany Charter Documents, this Section 3.1 shall not require any Holder to be present except if approved by Parent and (in person or by proxy) or vote (or cause to be votedE) any of its Subject Shares to amend, modify or waive any provision of the Merger Agreement other change in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (’s corporate structure or execute consents or proxies with respect to) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of the Companybusiness.

Agreement to Vote. Prior to the Termination Date, each Holder (a) Each Shareholder hereby irrevocably and unconditionally agrees that it shallduring the term of this Agreement, at the Company Shareholders Meeting and at any other meeting of the stockholders shareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting)Company, however called, including any adjournment or postponement thereof, each Shareholder shall, in each case to the fullest extent that the Covered Shareholder Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause such Holder’s Subject the Covered Shareholder Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes of establishing calculating a quorum, and vote, ; and (ii) vote (or cause to be voted at such meetingvoted), in person or by proxy, all such Subject of the Covered Shareholder Shares: : (aA) in favor of (A1) the adoption of the Merger Agreement andAgreement, without limiting the penultimate sentence of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement, including the Merger, Agreement and (B2) any action reasonably requested by Parent or the Company Board of Directors in furtherance of the foregoing, including, without limiting any of the foregoing obligations, in favor of any proposal to adjourn or postpone any such meeting the Company Shareholders Meeting to the extent necessary if as of the stockholders time for which the Company Shareholders Meeting is scheduled, there are insufficient Company Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting or to a later date if there are not sufficient votes constitute the Company Required Vote or such adjournment or postponement is otherwise permitted pursuant to adopt the Merger Proposal; (b) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) against any action or agreement that would reasonably be expected to (i) result in a material breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement Agreement, or of such Holder a Shareholder contained in this Agreement; , (Cii) any action or agreement that would reasonably be expected to result in (1) any condition of the conditions to the consummation of the Merger set forth in Article VII of under the Merger Agreement not being fulfilled satisfied, or (2iii) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) any other action that could reasonably be expected to impede, frustrate, interfere with, delay, discourage, postpone or adversely affect the Merger and the other transactions contemplated by the Merger Agreement; and (C) against any Takeover Proposal (other than the Merger and the transactions contemplated by the Merger Agreement) or Superior Proposal; provided, that, in the event that the Company Board of Directors makes an Adverse Recommendation Change pursuant to and in compliance with Section 6.06 of the Merger Agreement, to the extent that the Shareholders own more than 35.3% of the aggregate amount of outstanding Class A Shares (such excess Class A Shares, the “Excess Class A Shares”), the Shareholder shall vote (or cause to be voted), in person or by proxy, all of the Excess Class A Shares in the same relative proportions as the number of Class A Shares owned by holders of Class A Shares other than the Shareholders (the “Unaffiliated Shareholders”) that are voted in favor of the adoption of the Merger Agreement, the Merger and other transactions contemplated by the Merger Agreement bears to the total number of Class A Shares owned by the Unaffiliated Shareholders. (b) Each Shareholder hereby (i) waives, and agrees not to exercise or assert, any appraisal or similar rights in connection with the Merger and (ii) agrees not to commence or participate in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective Affiliates relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the transactions contemplated by hereby or thereby, including any claim (1) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement, including the Merger, or (2) alleging a breach of any fiduciary duty of the Company Board of Directors or any committee thereof or any officer of the Company in connection with this Agreement. Any attempt by such Holder , the Merger Agreement or the transactions contemplated hereby or thereby. (c) Notwithstanding the foregoing, nothing in this Section 2.01 shall be construed as giving Parent any direct or indirect ability to vote, consent exercise or express dissent direct the exercise of any voting power with respect to (or otherwise to utilize the voting power of) its Subject Covered Shareholder Shares 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 of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the an election of directors of the Company. (d) Each Shareholder acknowledges and agrees that the consideration payable to such Shareholder pursuant to the Merger Agreement with respect to the Company Shares that it Beneficially Owns shall be as set forth in the Merger Agreement. (e) The obligations of each Shareholder specified in this Section 2.01 shall apply whether or not the Merger or any action described above is recommended by the Company Board of Directors (or any committee thereof).

Agreement to Vote. Prior to the Termination Date, each Holder Each Stockholder hereby irrevocably and unconditionally agrees that, from the Effective Date until the earlier of (a) the time that it shallthe Company Stockholder Approval has been obtained and (b) termination of this Agreement in accordance with Section 4.1 (the Agreement Term), such Stockholder shall (i) take all such actions as may be reasonably required to cause each of such Stockholder’s Owned Shares to be present, in person or by proxy, at any meeting of the stockholders of the Company Stockholders Meeting and (whether annual or special and whether or not an adjourned or postponed meeting), however called, appear ii) at such meeting or otherwise cause such Holder’s Subject Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes of establishing a quorum, and vote, any Company Stockholders Meeting vote (or cause to be voted at such meetingvoted), to the extent entitled to vote thereon, all of such Subject Stockholder’s Owned Shares: (aA) in favor of (AI) the adoption of the Merger Agreement and, without limiting and the penultimate sentence of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation of the transactions contemplated by the Merger AgreementTransactions, including the Merger, Mergers and (BII) the approval of any proposal to adjourn or postpone any such meeting of the stockholders of the Company Stockholders Meeting to a later date if there are not sufficient votes to adopt the Merger Proposal; (b) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to for adoption of the Merger Agreement or in competition or inconsistent with and the Merger or matters contemplated by Transactions, including the Merger AgreementMergers; and (B) against (I) any action or agreement that would result in a breach of any covenantCompany Alternative Transaction, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (CII) any action or agreement that would reasonably be expected to result in (1) a breach of or failure to perform any condition to the consummation representation, warranty, covenant or agreement of the Merger set forth in Article VII of Company under the Merger Agreement not being fulfilled or of such Stockholder under this Agreement, (2III) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) any other action that could would reasonably be expected to prevent, impede, frustrate, interfere with, delay, discouragepostpone or adversely affect the consummation of the Mergers or the other Transactions (in contravention of the terms and conditions of the Merger Agreement), (IV) any merger agreement or merger (other than the Merger Agreement and the Mergers), consolidation, combination, material business transaction, sale of assets, reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any Company Subsidiary, and (V) any amendment of the Company’s organizational documents that would reasonably be expected to impair the ability of the Company, Parent, Merger Sub or Merger Sub LLC to complete the Mergers, or that would or would reasonably be expected to prevent, impede, frustrate, interfere with, delay, postpone or adversely affect any the consummation of the transactions contemplated by the Merger Agreement, including the Merger, 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) its Subject Shares 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 of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of the CompanyMergers.

Agreement to Vote. Prior to the Termination Expiration Date, each Holder irrevocably and unconditionally agrees that it shall, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting)Company, however called, or at any adjournment or postponement thereof, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought (each, a “Company Stockholders Meeting”), Stockholder irrevocably and unconditionally agrees that [it][he/she] shall, and shall cause any other holder of record of Stockholder’s Covered Shares to, (a) appear at each such meeting or otherwise cause such Holder’s Subject all Covered Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes of establishing calculating a quorum, quorum and vote, (b) vote (or cause to be voted at such meetingvoted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all such Subject Covered Shares: (ai) in favor of (A) the adoption of the Merger Agreement and, without limiting and the penultimate sentence of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation approval of the Mergers and the other transactions contemplated by the Merger Agreement, including and the Merger, execution and (B) any proposal to adjourn or postpone any such meeting delivery by the Company of the stockholders Merger Agreement and the approval of the Company to a later date if there are not sufficient votes to adopt terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement; (ii) in favor of any adjournment or postponement recommended by the Company with respect to any Company Stockholders Meeting to the extent permitted or required pursuant to Section 4.4 of the Merger Agreement; (iii) against any Company Acquisition Proposal; (biv) against 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 (v) against any proposal, action or agreement that would reasonably be expected to (A) any agreementmaterially impede, transaction frustrate, interfere with, delay, postpone, prevent or proposal that relates to an Acquisition Proposal otherwise impair the Mergers or any the other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters transactions contemplated by the Merger Agreement; , (B) any action or agreement that would result in a breach in any respect of any covenant, representation or representation, warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in under the Merger Agreement or of such Holder contained in this Agreement; , (C) result in a breach in any action respect of any covenant, representation, warranty or any other obligation or agreement that would reasonably be expected to of Stockholder under this Agreement, (D) result in (1) any condition to the consummation of the Merger conditions set forth in Article VII Section 5 of the Merger Agreement not being fulfilled or (2E) except as expressly contemplated by the Merger Agreement, change in any change to manner the dividend policy or capitalization of, including the voting rights of any class of shares of capital stock of the Company (including any amendments to of, the Company’s organizational documents); and (D) any other action that could reasonably be expected to impede, interfere with, delay, discourage, postpone . Stockholder shall not commit or adversely affect any of the transactions contemplated by the Merger Agreement, including the Merger, 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) its Subject Shares 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 of its Subject Shares, such Xxxxxx agrees agree to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection action inconsistent with the election of directors of the Companyforegoing.

Agreement to Vote. Prior Subject to the Termination Dateterms and conditions hereof and, with respect to BACI, of the Shareholder Agreement, each Holder Stockholder irrevocably and unconditionally agrees that it shallthat, from and after the date hereof and until as applicable the Expiration Time, at any meeting of the stockholders of the Company (whether annual or special special, and whether or not an at each adjourned or postponed meeting)) of the Company’s stockholders, however called, or in any other circumstances upon which a vote or other consent or approval (including a written consent) is sought, such Stockholder will, except as otherwise required of BACI by the terms of the Shareholder Agreement, (y) appear at such a meeting or otherwise cause all of such HolderStockholder’s Subject Shares that are outstanding Beneficially Owned by such Stockholder as of the applicable record date relevant time (“Owned Shares”) to be counted as present thereat for purposes of establishing calculating a quorumquorum and respond to any other request by the Company for written consent, and if any, and, (z) vote, or cause to be voted at such meetingvoted, all such Subject Shares:its Owned Shares in accordance with subsection (a) or (b) of this Section 2.1, as applicable. (a) Unless subsection (b) of this Section 2.1 is applicable, the Owned Shares shall be voted (i) in favor of (A) the adoption of the Merger Agreement andand the approval of the transactions contemplated thereby, without limiting including the penultimate sentence Merger, (ii) in favor of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving approval of any other matters necessary for matter to be approved by the consummation stockholders of the Company to facilitate the transactions contemplated by the Merger Agreement, including the Merger, and (B) any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (biii) against (A) any agreement, transaction or proposal that relates to an Company Acquisition Proposal or any other transaction, proposal, agreement or action transaction contemplated by such Company Acquisition Proposal, (iv) against any proposal made in opposition to adoption of the Merger Agreement to, or in competition or inconsistent with with, the Merger or matters the Merger Agreement, including the adoption thereof or the consummation thereof, including any amendment of the Company’s organizational documents or other proposal or transaction involving the Company or any of its Subsidiaries which amendment or other proposal or transaction would in any manner impede, interfere with, materially delay, frustrate, prevent or nullify or result in a breach of any representation or warranty, covenant, agreement or other obligation of the Company or any of its Subsidiaries under or with respect to the Merger Agreement or any of the transactions contemplated hereby or thereby, (v) against any amendment to the Company’s organizational documents, extraordinary dividend, distribution or recapitalization by the Company or change in the capital structure of the Company (other than pursuant to or as explicitly permitted by the Merger Agreement; ) and (Bvi) against any action action, proposal, transaction or agreement that would reasonably be expected to result in a any breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (C) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger set forth in Article VII VI of the Merger Agreement not being fulfilled fulfilled. (b) If the Board of Directors (acting through the Special Committee) terminates the Merger Agreement pursuant to Section 7.01(c)(ii) thereof in order to enter into a definitive agreement with respect to an all-cash Superior Proposal, or the Parent terminates the Merger Agreement pursuant to Section 7.01(d)(ii) thereof in connection with a Change of Recommendation made in connection with an all-cash Superior Proposal and in either case the Company pays to Parent the Termination Fee, then the Owned Shares will be voted (2i) any change to in favor of the voting rights adoption of the merger or other acquisition agreement reflecting the Superior Proposal and the consummation of the transactions contemplated thereby, (ii) in favor of the approval of any class of shares of capital stock other matter to be approved by the stockholders of the Company to facilitate the transactions contemplated thereby, (iii) against any other Company Acquisition Proposal or any transaction contemplated by any such Company Acquisition Proposal, (iv) against any proposal made in opposition to, or in competition or inconsistent with, the authorized Superior Proposal, including any amendments amendment of the Company’s organizational documents or other proposal or transaction involving the Company or any of its Subsidiaries which amendment or other proposal or transaction would in any manner impede, interfere with, materially delay, frustrate, prevent or nullify or result in a breach of any representation or warranty, covenant, agreement or other obligation of the Company or any of its Subsidiaries under or with respect to the merger or other acquisition agreement reflecting such Superior Proposal and the consummation of the transactions contemplated thereby, (v) against any amendment to the Company’s organizational documents); , extraordinary dividend, distribution or recapitalization by the Company or change in the capital structure of the Company (other than pursuant to or as explicitly permitted by such merger or other acquisition agreement) and (Dvi) against any other action action, proposal, transaction or agreement that could would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect result in any of the transactions contemplated by the Merger Agreement, including the Merger, or this Agreement. Any attempt by such Holder to vote, consent or express dissent with breach in any respect to (or otherwise to utilize the voting power of) its Subject Shares 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 of its Subject Sharescovenant, representation or warranty or any other obligation or agreement contained in such Xxxxxx agrees merger or other acquisition agreement or in any condition to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all the consummation of such Subject Shares in accordance with this Section 3.1. Notwithstanding anything herein to the contrary in this Agreement, this Section 3.1 shall transaction not require any Holder to be present (in person or by proxy) or vote (or cause to be voted) any of its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of the Companybeing fulfilled.

Agreement to Vote. Prior The undersigned Supporting Holder hereby unconditionally and irrevocably agrees, from the date hereof until the Termination Date, to deliver to the Company, for delivery to SilverBox within two (2) Business Days after the Form S-4 is declared effective by the SEC, the Company Unitholder Written Consent, under which it shall irrevocably and unconditionally consent to the matters, actions and proposals contemplated by Section 5.12(b) (Party Consents and Approvals) of the Business Combination Agreement. The undersigned Supporting Holder covenants and agrees that, prior to the Termination Date, each the Supporting Holder irrevocably and unconditionally agrees that it shall, at any meeting of the stockholders members of the Company (whether annual and at any adjournment or special and whether or not an adjourned or postponed meetingpostponement thereof), however called, appear at such meeting or otherwise and in any written actions by consent of the members of the Company, cause such the Supporting Holder’s Subject Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes of establishing a quorum, and vote, or cause Covered Securities to be voted at such meeting, all such Subject Shares: (aincluding via proxy): (i) in favor of (A) the adoption of the Merger Agreement andBCA, without limiting the penultimate sentence Ancillary Documents and the transactions contemplated thereby, (ii) against any proposal in opposition to approval of this Section 3.1the BCA, any amended and restated Merger Agreement Ancillary Document or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation of the transactions contemplated by the Merger AgreementBCA or such Ancillary Document, including the Merger, and (B) any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (biii) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action or agreement that would (x) impede, frustrate, prevent or nullify any provision of this Agreement, the BCA, the Ancillary Documents or the transactions contemplated thereby, (y) result in a breach in any respect of any covenant, representation or representation, warranty or any other obligation or agreement of the Company or under the BCA, and (z) result in any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (C) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger conditions set forth in Article VII 7 of the Merger Agreement BCA not being fulfilled or (2) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); fulfilled, and (Div) 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 Merger, or this Agreement. Any attempt by such Holder to vote, against and withhold consent or express dissent with respect to (any Company Acquisition Proposal. The undersigned Supporting Holder agrees not to commence, join in, facilitate, assist or otherwise to utilize the voting power of) its Subject Shares in contravention of this Section 3.1 shall be null encourage, and void ab initio. If such Holder is the Beneficial Owner, but not the holder of record, of any of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder opt out of record and any nominees to vote (or exercise a consent class in any class action with respect to) all of such Subject Shares in accordance with this Section 3.1. Notwithstanding anything herein to , any claim, derivative or otherwise, against SilverBox, the contrary in this Agreement, this Section 3.1 shall not require any Holder to be present (in person Company or by proxy) or vote (or cause to be voted) any of its Subject Shares their respective successors or directors or managers (A) challenging the validity of, or seeking to amendenjoin the operation of, modify or waive any provision of the Merger this Agreement in or (B) alleging a manner that reduces the amount or changes the form breach of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment fiduciary duty of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including person in connection with the election of directors of evaluation, negotiation or entry into the CompanyBCA.

Agreement to Vote. Prior Subject to the Termination Dateterms of this Agreement, each Holder hereby irrevocably and unconditionally agrees that it shallthat, from and after the date hereof and until this Agreement is terminated in accordance with Section 5.2, at any annual or special meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting)Company, however called, including any adjournment or postponement thereof, Holder shall, in each case to the fullest extent that Holder’s Subject Shares are entitled to vote thereon: (a) appear (in person or by proxy) at each such meeting or otherwise cause all such Holder’s Subject Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes of establishing determining a quorum, ; and vote, (b) be present (in person or by proxy) and vote (or cause to be voted at such meetingvoted), or deliver (or cause to be delivered) a written consent with respect to, all of its Subject Shares owned as of the record date for such Subject Shares: meeting (aor the date that any written consent is executed by Hxxxxx) in favor (i) against any action, agreement or transaction that, to the knowledge of Holder, would reasonably be expected to (A) the adoption of the Merger Agreement and, without limiting the penultimate sentence of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and (B) any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (b) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any 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 the Company or any of its Subsidiaries contained in the Merger Agreement Agreement, or of such Holder contained in this Agreement; Agreement or (CB) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement Offer Conditions not being fulfilled or timely satisfied; and (2ii) against any change to the voting rights of Acquisition Proposal and against any class of shares of capital stock of the Company (including any amendments amendment to the Company’s organizational documents); and Certificate of Incorporation, bylaws or other corporate action (Dincluding any liquidation, dissolution, extraordinary dividend or other significant corporate reorganization of the Company, in each case, to the extent requiring approval of stockholders of a corporation under the Delaware General Corporation Law) any other action involving the Company that could is intended, or would reasonably be expected expected, to materially impede, interfere with, delay, discouragepostpone, postpone or adversely affect any or prevent the consummation of the Offer or the Merger or the other transactions contemplated by the Merger Agreement. Notwithstanding the foregoing, including the Merger, or nothing in this Agreement. Any attempt by such Section 1.2 shall require Holder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares 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 of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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), or deliver (or cause to be delivered) a written consent with respect to, any amendment to the Merger Agreement (including any schedule to or exhibit thereof) or the taking of its Subject Shares any action that could result in the amendment, modification or waiver of a provision therein, in each case, in a manner that (1) decreases the amount, or changes the form, of consideration payable to amendall stockholders of the Company pursuant to the terms of the Merger Agreement, modify (2) imposes any material restrictions or waive additional conditions on the consummation of the Offer or the Merger or the payment of the consideration payable to all stockholders of the Company pursuant to the terms of the Merger Agreement, (3) extends the Outside Date or (4) amends any provision other term or condition of the Merger Agreement in a manner that reduces is adverse to Holder. Until the amount Subject Shares are accepted for payment in the Offer, Holder shall retain at all times the right to vote the Subject Shares in Holder’s sole discretion, and without any other limitation, on any matters other than those set forth in this Section 1.2 that are at any time or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of from time to time presented for consideration to the Company) in any material respect’s stockholders generally. Notwithstanding anything to the contrary Except as set forth in this AgreementSection 1.2, each nothing in this Agreement shall limit the right of Holder shall remain free to vote (in favor of, against or execute consents or proxies with respect to) its Subject Shares abstain with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with presented to the election of directors stockholders of the Company. For the avoidance of doubt, the foregoing commitments in Sections 1.1 and 1.2 apply to any Subject Shares held by any trust, limited partnership or other entity directly or indirectly holding Subject Shares for which Holder serves in any trustee, partner, shareholder or similar capacity and, in such capacity, has discretionary authority with respect to such Subject Shares.

Agreement to Vote. Prior During the period commencing on the date hereof and ending on the earlier to occur of (a) the Termination DateEffective Time, and (b) such date and time as the Merger Agreement shall be terminated in accordance with Section 9.1 thereof (the “Expiration Time”), each Holder irrevocably Stockholder, with respect to his, her or its Shares, hereby agrees (and unconditionally agrees that it shall, to execute such additional documents or certificates evidencing such agreement as the Company may reasonably request in connection therewith) to (1) appear at any meeting of the stockholders of the Company Parent (whether annual a “Parent Stockholders’ Meeting”) in person or special and whether or not an adjourned or postponed meeting), however called, appear at such meeting proxy or otherwise cause such Holder’s Subject the Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes the purpose of establishing a quorum, and (2) vote, or cause to be voted or consented at such meetinga Parent Stockholders’ Meeting, or in any action by written consent of the stockholders, all of the Shares owned as of the record date for such Subject Shares: meeting (a) in favor of (A) the approval and adoption of the Merger Agreement andAgreement, without limiting the penultimate sentence of this Section 3.1, any amended and restated Merger Agreement or amendment to transactions contemplated by the Merger Agreement and this Agreement, (the “Merger Proposal”), and approving b) in favor of any other matters matter reasonably necessary for to the consummation of the transactions contemplated by the Merger Agreement, including the Merger, Agreement and (B) any proposal to adjourn or postpone any such meeting of considered and voted upon by the stockholders of Parent, (c) in favor of the Company to a later date if there are not sufficient votes to adopt approval of the Parent Proposals (as defined in the Merger Proposal; Agreement) and (bd) against the approval of any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of than the Merger Agreement and the Transactions) or in competition an Alternative Proposal or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) against any proposal, action or agreement that would (i) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (ii) result in a breach in any respect of any covenant, representation or representation, warranty or any other obligation or agreement of the Company Parent or any of its Subsidiaries contained in Merger Sub under the Merger Agreement or of such Holder contained in this Agreement; (Ciii) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger conditions set forth in Article VII VIII of the Merger Agreement not being fulfilled or (2) any change to the voting rights fulfilled. Each Stockholder acknowledges receipt and review of any class a copy of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) 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 Merger, 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) its Subject Shares The obligations of each Stockholder specified in contravention of this Section 3.1 2 shall be null and void ab initio. If such Holder is the Beneficial Owner, but apply whether or not the holder Merger or any action described above is recommended by Parent’s Board of record, Directors or Parent’s Board of any of its Subject Shares, such Xxxxxx Directors has effected a Modification in Recommendation (as defined in the Merger Agreement). Each Stockholder hereby agrees that it shall not commit or agree to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection action inconsistent with the election of directors of the Companyforegoing.

Agreement to Vote. Prior The Required Members hereby agree that from the date hereof until the earlier of (a) the Closing and (b) the valid termination of the Merger Agreement in accordance with Section 10 thereof or the termination of this Agreement: (i) to the Termination Date, each Holder irrevocably vote (or cause to be voted) or execute and unconditionally agrees that it shall, deliver a written consent (or cause a written consent to be executed and delivered) at any meeting of the stockholders members of the Company (whether annual or special and whether or not an adjourned or postponed meeting)BB, however called, or at any adjournment thereof, or in any other circumstance in which the vote, consent or other approval of the members of BB is sought (and appear at any such meeting meeting, in person or by proxy, or otherwise cause all of such Holderholder’s Subject Shares that are outstanding as of the applicable record date BB Equity Securities to be counted as present thereat for purposes of establishing a quorum, and vote, or cause to be voted at such meeting), all of such Required Member’s Subject SharesBB Equity Securities: (aA) in favor of (A) the adoption of the Merger Agreement andand the Transactions; (B) to authorize and approve the Merger as a Deemed Liquidation Event pursuant to Section 4.12(d) of the Operating Agreement; (C) to exercise the drag-along rights set forth in Section 11.3 of the Operating Agreement and Section 5.1 of the Rights Agreement; (D) against any merger agreement or merger, without limiting the penultimate sentence consolidation, combination, sale of this Section 3.1substantial assets, any amended and restated Merger Agreement reorganization, recapitalization, dissolution, liquidation or amendment to winding up of or by BB (other than the Merger Agreement (and the “Merger Proposal”Transactions), and approving any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and (B) any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (bE) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption approval of the Merger Agreement or in competition with or inconsistent with the Merger Agreement or matters contemplated by the Merger AgreementTransactions; and (BF) against any proposal, action or agreement that would (1) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Transactions, (2) result in a breach in any respect of any covenant, representation or representation, warranty or any other obligation or agreement of BB under the Company or Merger Agreement, (3) result in any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (C) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger conditions set forth in Article VII 9 of the Merger Agreement not being fulfilled or (24) change in any change to manner the distribution policy or capitalization of, including the voting rights of any class of shares of capital stock of the Company equity security of, BB; and (including any amendments ii) not to the Company’s organizational documents); and (D) any other action that could reasonably be expected to impede, interfere with, delay, discourage, postpone commit or adversely affect any of the transactions contemplated by the Merger Agreement, including the Merger, 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) its Subject Shares 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 of its Subject Shares, such Xxxxxx agrees agree to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection action inconsistent with the election of directors of the Companyforegoing.

Agreement to Vote. Prior The Stockholder hereby agrees, that during the period commencing on the date hereof and continuing until the first to occur of the Termination Date, each Holder irrevocably and unconditionally agrees that it shallEffective Time or the termination of the Merger Agreement or this Agreement in accordance with their respective terms, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting)Company, however called, appear at such meeting or otherwise cause such Holder’s Subject Shares that are outstanding as in connection with any written consent of the applicable record date to be counted as present thereat for purposes stockholders of establishing a quorumthe Company, and vote, the Stockholder shall vote (or cause to be voted at such meeting, all such Subject Shares: voted) the Shares held of record or beneficially by the Stockholder (a) in favor of (A) the adoption Merger, the execution and delivery by the Company of the Merger Agreement and, without limiting and the penultimate sentence approval of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”)terms thereof, and approving any other matters necessary for the consummation each of the transactions actions contemplated by the Merger Agreement, including the Merger, Agreement and (B) this Agreement and any proposal to adjourn actions required in furtherance hereof or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; thereof; (b) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action or agreement that would is intended to, or could reasonably be expected to, impede, interfere with, or prevent the Merger or any condition precedent for the Merger from being satisfied, or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in under the Merger Agreement or of such Holder contained in this Agreement; and (Cc) any action except as specifically requested in writing by Parent or agreement that would reasonably be expected to result Merger Sub in advance, against the following actions (1) any condition to the consummation of other than the Merger set forth in Article VII of the Merger Agreement not being fulfilled or (2) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) 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): (i) any extraordinary corporate transaction, including such as a merger, consolidation or other business combination involving the Merger, Company 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) its Subject Shares 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 of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote subsidiaries or affiliates; (or exercise a consent with respect toii) all of such Subject Shares in accordance with this Section 3.1. Notwithstanding anything herein to the contrary in this extent prohibited by the Merger Agreement, this Section 3.1 shall not require any Holder to be present (in person a sale, lease or by proxy) transfer of a material amount of assets of the Company or vote (or cause to be voted) any of its Subject Shares subsidiaries or affiliates or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries or affiliates; (iii)(A) any change in the board of directors of the Company; (B) any material change in the present capitalization of the Company or any amendment to amend, modify the Company’s Certificate of Incorporation or waive Bylaws to the extent prohibited by the Merger Agreement; or (C) any provision other material change in the Company’s or any of its subsidiaries’ or affiliates’ corporate structure or business to the extent prohibited by the Merger Agreement. The Stockholder shall not enter into any agreement or understanding with any person or entity prior to the termination of the Merger Agreement in a manner that reduces the amount accordance with its terms to vote, commit, agree to take any action or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) give instructions in any manner such Holder deems appropriateinconsistent with clauses (i), including in connection with the election of directors (ii) or (iii) of the Companypreceding sentence.

Agreement to Vote. Prior to the Termination Date, each Holder irrevocably and unconditionally Each Sponsor hereby agrees that it shallfrom the date hereof until the earlier of (a) the Closing, and (b) the valid termination of the Merger Agreement in accordance with Section 10 thereof or the termination of this Agreement, (i) to vote (or cause to be voted) or execute and deliver a written consent (or cause a written consent to be executed and delivered) at any meeting of the stockholders shareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting)Acquiror, however called, or at any adjournment thereof, or in any other circumstance in which the vote, consent or other approval of the shareholders of Acquiror is sought (and appear at any such meeting meeting, in person or by proxy, or otherwise cause all of such Holderholder’s Subject Shares that are outstanding as of the applicable record date Acquiror Equity Securities to be counted as present thereat for purposes of establishing a quorum, and vote, or cause to be voted at such meeting), all of such Sponsor’s Acquiror Class B Common Stock (together with any other Equity Securities of Acquiror that such Sponsor holds of record or beneficially as of the date of this Agreement or acquires record or beneficial ownership of after the date hereof, collectively, the “Subject Shares: Acquiror Equity Securities”) (aA) in favor of the Acquiror Stockholder Matters, (AB) the adoption against any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Acquiror (other than the Merger Agreement and, without limiting and the penultimate sentence of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”Transactions), and approving any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and (BC) against any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (b) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption approval of the Merger Agreement or in competition with or inconsistent with the Merger Agreement or matters contemplated by the Merger Agreement; Transactions, (BD) against any change in the business of Acquiror or the Acquiror Board (other than in connection with the Required Transaction Proposals), and (E) against any proposal, action or agreement that would (1) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Transactions, (2) result in a breach in any respect of any covenant, representation or representation, warranty or any other obligation or agreement of any Acquiror Party under the Company or Merger Agreement, (3) result in any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (C) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger conditions set forth in Article VII 9 of the Merger Agreement not being fulfilled or (24) change in any change to manner the dividend policy or capitalization of, including the voting rights of any class of shares of capital stock of the Company of, Acquiror, (including any amendments ii) not to the Company’s organizational documents); and (D) any other action that could reasonably be expected redeem, elect to impede, interfere with, delay, discourage, postpone redeem or adversely affect any of the transactions contemplated by the Merger Agreement, including the Merger, tender 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) its Subject Shares 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 submit any of its Subject SharesAcquiror Equity Securities for redemption in connection with the Merger Agreement or the Transactions, such Xxxxxx agrees (iii) not to commit or agree to take any action inconsistent with the foregoing, (iv) to comply with, and fully perform all actions necessary of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of December 17, 2020, by and among Acquiror, its officers, its directors and Sponsors (the “Voting Letter Agreement”), including the obligations of such Sponsor pursuant to cause Section 1 therein not to redeem any shares of Acquiror Common Stock owned by such holder of record Sponsor in connection with the Transactions, (v) not to modify or amend any Contract between or among such Sponsor and any nominees to vote (or exercise a consent with respect to) all Affiliate of such Subject Shares 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 Sponsor (in person other than Acquiror or by proxy) or vote (or cause to be voted) any of its Subject Shares Subsidiaries), on the one hand, and Acquiror or any of Acquiror’s Subsidiaries, on the other hand, related to amendthe Transactions, modify including, for the avoidance of doubt, the Voting Letter Agreement, and (vi) to comply with the transfer restrictions set forth in the Voting Letter Agreement irrespective of any release or waive any provision waiver thereof, as if such transfer restrictions remain in effect until the valid termination of the Merger Agreement in a manner that reduces accordance with Section 10 thereof or the amount or changes the form termination of the Merger Consideration payable, imposes this Agreement (regardless of any material earlier termination of such transfer restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of the CompanyVoting Letter Agreement).

Agreement to Vote. Prior Each Shareholder agrees that it shall appear at any Meeting (or otherwise cause its Covered Shares to be counted as present thereat) for purposes of establishing a quorum and, if requested by Parent and Parent Americas, to cause its Covered Shares to be included in any written consent of shareholders of the Termination DateCompany. In connection with any such Meeting or written consent, as applicable, each Holder irrevocably and unconditionally Shareholder further agrees that it shall, at and shall cause the record holder of any meeting of the stockholders its Covered Shares to, Vote all of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, appear at such meeting or otherwise cause such Holder’s Subject Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes of establishing a quorum, and vote, or cause to be voted at such meeting, all such Subject its Covered Shares: (a) in favor of (A) the adoption approval of the Merger Agreement andand the Merger, without limiting the penultimate sentence and any other action or approval required in furtherance of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement and all things included in the Company Shareholder Proposal; (b) in favor of approval of the “280G Payments, if applicable; (c) against any action, approval or agreement that would compete with, impede, interfere with, or adversely affect the approval of the Merger Proposal”)Agreement, and approving any other matters necessary for the Merger or the timely consummation of the transactions contemplated by the Merger Agreement, including the Merger, and (B) any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (bd) against (A) any agreementaction, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action approval or agreement that would result in a any material breach of any covenanta representation, representation or warranty or any other obligation warranty, covenant or agreement of the Company under the Merger Agreement; and (e) against any proposal for any extraordinary corporate transaction, such as a recapitalization, dissolution, liquidation, or sale of assets of the Company or any of its Subsidiaries contained in merger, consolidation or other business combination (other than the Merger Agreement Merger) between the Company and any Person (other than Parent, Parent Americas or of such Holder contained in this Agreement; (Ctheir respective Subsidiaries) or any other action or agreement that would is intended or which reasonably be expected to result in (1) any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled or (2) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) any other action that could reasonably be expected to impede, interfere with, delay, discourage, postpone or materially adversely affect any of the Merger and the transactions contemplated by the Merger Agreement, including the Merger, 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) its Subject Shares 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 of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of the Company.

Agreement to Vote. Prior The Stockholder hereby revokes any and all previous proxies with respect to such Stockholder's Shares and irrevocably agrees to vote and otherwise act (including pursuant to written consent) with respect to all of such Shares, (i) for the adoption of the Merger Agreement, as the same may be amended from time to time, all actions required in furtherance thereof, and all agreements related to the Termination Date, each Holder irrevocably Merger and unconditionally agrees that it shallany actions related thereto, at any meeting or meetings of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, appear at such meeting or otherwise cause such Holder’s Subject Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes of establishing a quorumCompany, and voteat any adjournment, postponement or cause to be voted continuation thereof, at such meeting, all such Subject Shares: (a) in favor of (A) the adoption of which the Merger Agreement and, without limiting the penultimate sentence of this Section 3.1, and other related agreements (or any amended and restated Merger Agreement version or amendment to the Merger Agreement (the “Merger Proposal”versions thereof), and approving any or such other matters necessary actions are submitted for the consummation of the transactions contemplated by the Merger Agreement, including the Merger, consideration and (B) any proposal to adjourn or postpone any such meeting vote of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; Company; (bii) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action or agreement that would is reasonably likely to result 2 in a breach in any material respect of any covenant, representation or warranty or any other obligation of the Company under the Merger Agreement; and (iii) against (a) any extraordinary corporate transaction, such as a merger, rights offering, reorganization, recapitalization or agreement liquidation involving the Company or any of its subsidiaries other than the Merger, (b) a sale or transfer (other than to a subsidiary of the Company) of assets of the Company or any of its Subsidiaries contained in material subsidiaries comprising more than 15% of the Merger Agreement assets of the Company on a consolidated basis, or of such Holder contained in this Agreement; (Cc) any action or agreement that would is reasonably be expected likely to result in (1) any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled or (2) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) any other action that could reasonably be expected to materially impede, interfere with, delay, discourage, postpone or adversely affect in any of material respect the transactions Merger and the transaction contemplated by the Merger Agreement, including . The obligations of the Merger, or Stockholder under this Agreement. Any attempt by such Holder to vote, consent or express dissent Section 1 shall remain in effect with respect to (the Shares until, and shall terminate upon, the earlier to occur of the Effective Time or otherwise to utilize the voting power of) its Subject Shares 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 of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision termination of the Merger Agreement in a manner that reduces accordance with its terms. The Stockholder hereby agrees to execute such additional documents as Parent may reasonably request to effectuate the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of the Companyforegoing.

Agreement to Vote. Prior During the period commencing on the date hereof and ending on the earlier to occur of (a) the Termination DateEffective Time, and (b) such date and time as the Merger Agreement shall be terminated in accordance with Section 11.1 thereof (the “Expiration Time”), each Holder Shareholder, with respect to its Shares, hereby irrevocably and unconditionally agrees that it shall, to (1) appear at any meeting of the stockholders shareholders of the Company Parent (whether annual a “Parent Shareholders’ Meeting”) in person or special and whether or not an adjourned or postponed meeting), however called, appear at such meeting proxy or otherwise cause such Holder’s Subject the Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes the purpose of establishing a quorum, and (2) vote, or cause to be voted or consented at such meetinga Parent Shareholders’ Meeting, or in any action by written consent of the shareholders, all of the Shares owned as of the record date for such Subject Shares: meeting (a) in favor of (A) the approval and adoption of the Merger Agreement andand the transactions contemplated thereby, without limiting the penultimate sentence (b) in favor of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters matter reasonably necessary for to the consummation of the transactions contemplated by the Merger AgreementAgreement and considered and voted upon at any Parent Shareholders’ Meeting, including the Merger, and (Bc) any proposal to adjourn or postpone any such meeting in favor of the stockholders approval of the Company to a later date if there are not sufficient votes to adopt Parent Party Shareholder Approval Matters (as defined in the Merger Proposal; Agreement), (bd) against the approval of any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of than the Merger Agreement and the transactions contemplated thereby), or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) against any proposal, action or agreement that would (i) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement, the Redomestication Merger or the Acquisition Merger, (ii) result in a breach in any respect of any covenant, representation or representation, warranty or any other obligation or agreement of Parent, Purchaser or Merger Sub under the Company Merger Agreement, or (iii) result in any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (C) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger conditions set forth in Article VII X of the Merger Agreement not being fulfilled fulfilled, and (e) against any amendment of the organizational documents of Parent or (2) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Companyin Parent’s organizational documents); and (D) any capitalization, corporate structure or business other action that could reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the transactions than as contemplated by the Merger Agreement, including the Merger, 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) its Subject Shares in contravention Each Shareholder acknowledges receipt and review 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 of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision copy of the Merger Agreement in a manner that reduces the amount or changes the form Agreement. The obligations of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) in any material respect. Notwithstanding anything to the contrary each Shareholder specified in this Agreement, each Holder Section 1 shall remain free apply whether or not the Redomestication Merger or the Acquisition Merger or any action described above is recommended by Parent’s Board of Directors. Each Shareholder hereby irrevocably agrees that it shall not commit or agree to vote (or execute consents or proxies with respect to) its Subject Shares with respect to take any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection action inconsistent with the election of directors of the Companyforegoing.

Agreement to Vote. Prior to From the Termination Datedate hereof until the Expiration Time, each Holder irrevocably Required Member hereby agrees: (i) to vote (or cause to be voted) or execute and unconditionally agrees that it shall, deliver a written consent (or cause a written consent to be executed and delivered) at any meeting of the stockholders members of the Company (whether annual or special and whether or not an adjourned or postponed meeting)Company, however called, or at any adjournment thereof, or in any other circumstance in which the vote, consent or other approval of the members of the Company is sought (and, in the case of a meeting of the members, appear at any such meeting meeting, in person or by proxy, or otherwise cause all of such Holderholder’s Subject Shares that are outstanding as of the applicable record date Company Equity Securities to be counted as present thereat for purposes of establishing a quorum, and vote, or cause to be voted at such meeting), all of such Required Member’s Subject SharesCompany Equity Securities: (aA) in favor of (A) the adoption of the Merger Agreement andand the Transactions; (B) against any merger agreement or merger, without limiting consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the penultimate sentence of this Section 3.1, any amended and restated Merger Agreement or amendment to Company (other than the Merger Agreement (and the “Merger Proposal”Transactions), and approving any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and (B) any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (bC) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption approval of the Merger Agreement or in competition with or inconsistent with the Merger Agreement or matters contemplated by the Merger AgreementTransactions; and (BD) against any proposal, action or agreement that would (1) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Transactions, (2) result in a breach in any respect of any covenant, representation or representation, warranty or any other obligation or agreement of the Company or under the Merger Agreement, (3) result in any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (C) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger conditions set forth in Article VII 9 of the Merger Agreement not being fulfilled or (24) change in any change to manner the distribution policy or capitalization of, including the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) any other action that could reasonably be expected to impedeequity securities of, interfere with, delay, discourage, postpone or adversely affect any of the transactions contemplated by the Merger Agreement, including the Merger, 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) its Subject Shares 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 of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of the Company. (ii) not to commit or agree to take any action inconsistent with the foregoing

Agreement to Vote. Prior to From the date hereof until the Termination DateDate (as defined herein), each Holder Shareholder irrevocably and unconditionally agrees that it shall, shall at any meeting of the stockholders shareholders of the Company (whether annual annual, special, special general or special otherwise and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent or written resolution of shareholders of the Company however proposed, except as otherwise approved in writing by Parent (a) when a meeting is held, appear at such meeting or otherwise cause such Holder’s Subject the Covered Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes the purpose of establishing a quorum, and voterespond to each request by the Company for written consent, if any and (b) vote (or consent), or cause to be voted at such meetingmeeting (or validly execute and return and cause such written resolution or consent to be granted with respect to), all such Subject Shares: Covered Shares (ai) in favor of (A) the Merger, the adoption of the Merger Agreement and, without limiting and the penultimate sentence of this Section 3.1, any amended and restated Merger Agreement or amendment to the Statutory Merger Agreement (the “Merger Proposal”each as they may be amended from time to time), including with respect to the Company Shareholder Approval, and approving any other matters necessary for consummation of the consummation Merger and the other transactions contemplated in the Merger Agreement and the Statutory Merger Agreement, and (ii) against (A) any Acquisition Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of all or substantially all of the assets of the Company or other business combination between the Company and any other Person (other than the Merger), or (C) any other action, including any amendment or other change to the Company Charter or the Company Bye-laws and any other material change in the Company’s corporate structure or business as currently carried on, that would impede, interfere with, delay, postpone or adversely affect the Merger or any of the transactions contemplated by the Merger Agreement, including the Merger, and (B) any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (b) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Statutory Merger Agreement or in competition this Agreement or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action or agreement transaction that would result results in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (C) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled or (2) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) any other action that could reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the transactions contemplated by under the Merger Agreement, including the Merger, 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) its Subject Shares 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 of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of the Company.

Agreement to Vote. Prior Subject to the Termination Dateterms of this Agreement, each Holder Shareholder hereby irrevocably and unconditionally agrees that it shallthat, during the time this Agreement is in effect and so long as this Agreement has not been validly terminated in accordance with Section 5.2, at any annual or special meeting of the stockholders shareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting)Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the shareholders of the Company, Shareholder shall, in each case to the fullest extent that Shareholder’s Subject Shares are entitled to be voted thereon (a) appear at each such meeting or otherwise cause all such Holder’s Subject Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes of establishing determining a quorum, quorum and vote, (b) be present (in person or by proxy) and vote (or cause to be voted at such meetingvoted), or deliver (or cause to be delivered) a written consent with respect to, all such of its Subject Shares: Shares (ai) in favor of (A) for the adoption of the Merger Agreement andAgreement, without limiting in the penultimate sentence of this Section 3.1, event any amended and restated Merger Agreement vote or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation consent of the transactions contemplated by shareholders of the Company is required to adopt the Merger Agreement, including the Merger, and (B) any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (b) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with approve the Merger or matters contemplated by otherwise approve any of the Merger Agreement; Transactions, (Bii) against any action or agreement that is intended or would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement Agreement, or of such Holder Shareholder contained in this Agreement; (C) any action , or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger conditions set forth in Article VII Section 7 or Annex I of the Merger Agreement not being fulfilled satisfied on or before the End Date; (2iii) reserved; (iv) against any Acquisition Proposal; (v) against any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Merger); (vi) against any sale, lease, license or transfer of a material amount of the business or assets (including Intellectual Property Rights and capital stock of Subsidiaries of the Company) of any Acquired Company or any reorganization, recapitalization or liquidation of any Acquired Company; (vii) against any change in the present authorized capitalization of the Company or any amendment or other change to the voting rights Company’s certificate of incorporation, bylaws and any class other charter and organizational documents, including any amendment that would authorize any additional shares or classes of shares of capital stock or change in any manner the rights and privileges, including voting rights, of the Company (including any amendments to class of the Company’s organizational documents)capital stock; and (Dviii) against any other action plan, proposal, arrangement, action, agreement or transaction involving any Acquired Company that could is intended, or would reasonably be expected expected, to impede, interfere with, delay, discouragepostpone, postpone or adversely affect or prevent the consummation of the Offer, the Merger or the other Transactions; and (ix) against any commitment or agreement to take any action inconsistent with any of the transactions contemplated by the Merger Agreement, including the Merger, or this Agreement. Any attempt by such Holder to vote, consent or express dissent with respect to preceding clauses (or otherwise to utilize the voting power ofi) its Subject Shares 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 of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote through (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of the Companyviii).

Agreement to Vote. Prior to Sponsor hereby agrees that from the date hereof until the Termination Date, each Holder irrevocably (i) to vote (or cause to be voted) or execute and unconditionally agrees that it shall, deliver a written consent (or cause a written consent to be executed and delivered) at any meeting of the stockholders shareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting)Acquiror, however called, or at any adjournment thereof, or in any other circumstance in which the vote, consent or other approval of the shareholders of Acquiror is sought (and appear at any such meeting meeting, in person or by proxy, or otherwise cause all of such Holderholder’s Subject Shares that are outstanding as of the applicable record date Acquiror Equity Securities to be counted as present thereat for purposes of establishing a quorum, and vote, or cause to be voted at such meeting), all such of Sponsor’s Subject Shares: Acquiror Equity Securities (aA) in favor of the Acquiror Stockholder Matters, (AB) the adoption against any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Acquiror (other than the Merger Agreement and, without limiting and the penultimate sentence of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”Transactions), and approving any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and (BC) against any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (b) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption approval of the Merger Agreement or in competition with or inconsistent with the Merger Agreement or matters contemplated by the Merger Agreement; Transactions, (BD) against any change in the business of Acquiror or any change in the Acquiror Board (other than in connection with the Required Transaction Proposals), and (E) against any proposal, action or agreement that would (1) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Transactions (including, without limitation, any action that would result in (x) a breach in any respect of any covenant, representation or representation, warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in Acquiror Party under the Merger Agreement or of such Holder contained in this Agreement; (Cy) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger conditions set forth in Article VII 9 of the Merger Agreement not being fulfilled fulfilled) or (2) change in any change to manner the dividend policy or capitalization of, including the voting rights of any class of shares of capital stock of the Company of, Acquiror, (including any amendments ii) not to the Company’s organizational documents); and (D) any other action that could reasonably be expected redeem, elect to impede, interfere with, delay, discourage, postpone redeem or adversely affect any of the transactions contemplated by the Merger Agreement, including the Merger, tender 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) its Subject Shares 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 submit any of its Subject SharesAcquiror Equity Securities for redemption in connection with the Merger Agreement or the Transactions, such Xxxxxx agrees (iii) not to commit or agree to take any action inconsistent with the foregoing, (iv) to comply with, and fully perform all actions necessary of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of February 3, 2021, by and among Acquiror, its officers, its directors and Sponsor (the “Voting Letter Agreement”), including the obligations of Sponsor pursuant to cause such holder Section 9 therein not to redeem any shares of record Acquiror Common Stock owned by Sponsor in connection with the Transactions, (v) not to modify or amend any Contract between or among Sponsor and any nominees to vote (or exercise a consent with respect to) all Affiliate of such Subject Shares 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 Sponsor (in person other than Acquiror or by proxy) or vote (or cause to be voted) any of its Subject Shares Subsidiaries), on the one hand, and Acquiror or any of Acquiror’s Subsidiaries, on the other hand, related to amendthe Transactions, modify including, for the avoidance of doubt, the Voting Letter Agreement, that certain Subscription Agreement, dated as of February 3, 2021, by and between the Sponsor and the Acquiror (the “Subscription Agreement”), and that certain Stock Escrow Agreement, dated as of February 3, 2021, by and between the Sponsor, the Acquiror, and Continental Stock Transfer & Trust Company (the “Escrow Agreement”), and (vi) to comply with the transfer restrictions set forth in the Voting Letter Agreement, Subscription Agreement, and Escrow Agreement irrespective of any release or waive any provision waiver thereof, as if such transfer restrictions remain in effect until the valid termination of the Merger Agreement in a manner that reduces accordance with Section 10 thereof or the amount or changes the form termination of the Merger Consideration payable, imposes this Agreement (regardless of any material earlier termination of such transfer restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in the Voting Letter Agreement, Subscription Agreement, or Escrow Agreement). The obligations of the Sponsor specified in this Section 3.1(a) and Section 3.1(b) in 5 shall apply whether or not the Transactions or any manner such Holder deems appropriate, including in connection with action described above is recommended by the election board of directors of the CompanyAcquiror or any committee thereof or the board of directors of the Acquiror or any committee thereof has previously recommended the Transactions or such action but changed its recommendation.

Agreement to Vote. Prior From the date hereof until the termination of this Agreement in accordance with Section 6.1, except to the Termination Date, each Holder irrevocably extent waived in writing by Parent in its sole and unconditionally agrees that it shallabsolute discretion, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting)Company, however called, appear or at such meeting any adjournment thereof, or otherwise cause such Holder’s Subject Shares that are outstanding as in connection with any written consent of the applicable record date to be counted as present thereat for purposes stockholders of establishing the Company or in any other circumstances upon which a quorum, and vote, consent or other approval of all or some of the stockholders of the Company is sought, each Stockholder shall vote (or cause to be voted at voted) such meeting, all such Stockholder's Subject Shares: Shares (a) in favor of (A) the adoption of the Merger Agreement and, without limiting the penultimate sentence and approval of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement, including the Merger, Agreement and (B) this Agreement and any proposal to adjourn actions required in furtherance hereof or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; thereof; (b) against (A) any agreementaction, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of any of the parties hereto under this Agreement; and (c) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries; (ii) any sale, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; (v) any material change in the present capitalization of the Company or any amendment of the Company's certificate of incorporation or by-laws; (vi) any other material change in the Company's corporate structure or business; and (vii) any other action, transaction or proposal involving the Company or any of its Subsidiaries contained in the Merger Agreement that is intended or of such Holder contained in this Agreement; (C) any action or agreement that would reasonably be expected to result in (1A) any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled or (2) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) any other action that could reasonably be expected to prevent, nullify, impede, interfere with, frustrate, delay, discouragepostpone, postpone discourage or otherwise materially adversely affect the Merger, the Merger Agreement, any of the transactions contemplated by the Merger Agreement, including the Merger, Agreement or this Agreement. Any attempt by such Holder to vote, consent Agreement or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares 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, contemplated economic benefits of any of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote the foregoing or (or exercise a consent with respect toB) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) change in any manner such Holder deems appropriate, including in connection the voting rights of the Subject Shares. Each Stockholder further agrees not to commit or agree to take any action inconsistent with the election of directors of the Companyforegoing.

Agreement to Vote. Prior During the period commencing on the date hereof and ending on the earlier to occur of (a) the Termination DateEffective Time, and (b) such date and time as the Business Combination Agreement shall be terminated in accordance with Section 10.1 thereof (the “Expiration Time”), each Holder Stockholder, with respect to its Shares, hereby irrevocably and unconditionally agrees that it shall, to (1) appear at any meeting of the stockholders of the Company Buyer (whether annual a “Buyer Stockholders’ Meeting”) in person or special and whether or not an adjourned or postponed meeting), however called, appear at such meeting proxy or otherwise cause such Holder’s Subject the Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes the purpose of establishing a quorum, and (2) vote, or cause to be voted or consented at such meetinga Buyer Stockholders’ Meeting, or in any action by written consent of the stockholders, all of the Shares owned as of the record date for such Subject Shares: meeting (a) in favor of (A) the approval and adoption of the Merger Business Combination Agreement, the transactions contemplated by the Business Combination Agreement andand this Agreement, without limiting the penultimate sentence (b) in favor of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters matter reasonably necessary for to the consummation of the transactions contemplated by the Merger Agreement, including the Merger, Business Combination Agreement and (B) any proposal to adjourn or postpone any such meeting of considered and voted upon by the stockholders of Buyer, (c) in favor of the Company to a later date if there are not sufficient votes to adopt approval of the Merger Proposal; Buyer Proposals (bas defined in the Business Combination Agreement), (d) against the approval of any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (Aother than the Business Combination Agreement and the Transactions) or against any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action or agreement that would (i) impede, frustrate, prevent or nullify any provision of this Agreement, the Business Combination Agreement or the Transactions, (ii) result in a breach in any respect of any covenant, representation or representation, warranty or any other obligation or agreement of the Company Buyer or Merger Sub under the Business Combination Agreement or (iii) result in any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (C) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger conditions set forth in Article VII IX of the Merger Business Combination Agreement not being fulfilled fulfilled, and (e) against any amendment of the certificate of incorporation or (2) bylaws of Buyer or any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Companyin Buyer’s organizational documents); and (D) any capitalization, corporate structure or business other action that could reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the transactions than as contemplated by the Merger Agreement, including the Merger, or this Business Combination Agreement. Any attempt by such Holder to vote, consent or express dissent with respect to (or otherwise to utilize Each Stockholder acknowledges receipt and review of a copy of the voting power of) its Subject Shares Business Combination Agreement. The obligations of each Stockholder specified in contravention of this Section 3.1 1 shall apply whether or not the Merger or any action described above is recommended by Buyer’s Board of Directors. Each Stockholder hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing. Nothing in this Agreement shall be null and void ab initio. If such Holder is the Beneficial Ownerdeemed to impose any obligation or limitation on votes or actions taken by any director, but not the holder of recordofficer, employee or agent of any of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 Stockholder or by proxy) any Stockholder that is a natural person, in each case, in his or vote (or cause to be voted) any of its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its her capacity as a stockholder director or officer of the Company) Buyer. Each Stockholder is executing this Agreement solely in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (such capacity as a record or execute consents or proxies with respect to) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election beneficial holder of directors of the CompanyShares.

Agreement to Vote. Prior During the period commencing on the date hereof and ending on the earlier to occur of (a) the Termination DateEffective Time, and (b) such date and time as the Merger Agreement shall be terminated in accordance with Section 11.1 thereof (the “Expiration Time”), each Holder Stockholder, with respect to its Shares, hereby irrevocably and unconditionally agrees that it shall, to (1) appear at any meeting of the stockholders of the Company Parent (whether annual a “Parent Stockholders’ Meeting”) in person or special and whether or not an adjourned or postponed meeting), however called, appear at such meeting proxy or otherwise cause such Holder’s Subject the Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes the purpose of establishing a quorum, and (2) vote, or cause to be voted or consented at such meetinga Parent Stockholders’ Meeting, or in any action by written consent of the stockholders, all of the Shares owned as of the record date for such Subject Shares: meeting (a) in favor of (A) the approval and adoption of the Merger Agreement andand the transactions contemplated thereby, without limiting the penultimate sentence (b) in favor of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters matter reasonably necessary for to the consummation of the transactions contemplated by the Merger AgreementAgreement and considered and voted upon at any Parent Stockholders’ Meeting, including the Merger, and (Bc) any proposal to adjourn or postpone any such meeting in favor of the stockholders approval of the Company to a later date if there are not sufficient votes to adopt Parent Party Shareholder Approval Matters (as defined in the Merger Proposal; Agreement), (bd) against the approval of any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of than the Merger Agreement and the transactions contemplated thereby), or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) against any proposal, action or agreement that would (i) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement, the Redomestication Merger or the Acquisition Merger, (ii) result in a breach in any respect of any covenant, representation or representation, warranty or any other obligation or agreement of Parent, Purchaser or Merger Sub under the Company Merger Agreement, or (iii) result in any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (C) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger conditions set forth in Article VII X of the Merger Agreement not being fulfilled fulfilled, and (e) against any amendment of the organizational documents of Parent or (2) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Companyin Parent’s organizational documents); and (D) any capitalization, corporate structure or business other action that could reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the transactions than as contemplated by the Merger Agreement, including the Merger, 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) its Subject Shares in contravention Each Stockholder acknowledges receipt and review 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 of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision copy of the Merger Agreement in a manner that reduces the amount or changes the form Agreement. The obligations of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) in any material respect. Notwithstanding anything to the contrary each Stockholder specified in this Agreement, each Holder Section 1 shall remain free apply whether or not the Redomestication Merger or the Acquisition Merger or any action described above is recommended by Parent’s Board of Directors. Each Stockholder hereby irrevocably agrees that it shall not commit or agree to vote (or execute consents or proxies with respect to) its Subject Shares with respect to take any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection action inconsistent with the election of directors of the Companyforegoing.

Agreement to Vote. Prior Subject to the Termination Dateterms and conditions hereof, each Holder Shareholder irrevocably and unconditionally agrees that it shallfrom and after the date hereof and until the earlier to occur of (a) the Effective Time and (b) the termination of the Merger Agreement in accordance with its terms (the "EXPIRATION TIME"), at any meeting of the stockholders of the Company (whether annual or special special, and whether or not an at each adjourned or postponed meeting)) of stockholders, however called, or in connection with any written consent of the Company's stockholders, each Shareholder will (x) appear at each such meeting or otherwise cause such Holder’s Subject its Owned Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes of establishing calculating a quorum, and voterespond to each request by the Company for written consent, if any and (y) vote (or consent), or cause to be voted at such meetingmeeting (or validly execute and return and cause such consent to be granted with respect to), all of such Subject Shares: Shareholder's shares of Company Common Stock Beneficially Owned by such Shareholder as of the relevant time (a"OWNED SHARES") (i) in favor of (A) the adoption of the Merger Agreement and(whether or not recommended by the Company Board), without limiting the penultimate sentence of this Section 3.1(ii) against any Competing Transaction, (iii) against any amended and restated Merger Agreement proposal made in opposition to, or amendment to in competition or inconsistent with, the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation of the transactions contemplated by or the Merger Agreement, including the Mergeradoption thereof, and (B) any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (biv) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action or agreement that such Shareholder knows would result in a breach of any covenantrepresentation, representation or warranty or any other obligation warranty, covenant or agreement of the Company under the Merger Agreement, (v) against any liquidation or winding up of the Company, (vi) against any of its Subsidiaries contained extraordinary dividend by the Company or change in the capital structure of the Company (other than pursuant to the Merger Agreement or of such Holder contained in this Agreement; ) and (Cvii) against any action or agreement that such Shareholder knows would, or knows would be reasonably be expected to likely to, result in (1) any condition to the consummation of the Merger set forth in Article VII V of the Merger Agreement not being fulfilled or (2) any change to knows would materially adversely affect the voting rights of any class of shares of capital stock ability of the Company (including any amendments to the Company’s organizational documents); and (D) any other action that could reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of consummate the transactions contemplated by the Merger Agreement, including the Merger, or this Agreement. Any attempt Agreement by such Holder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares 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 of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of the CompanyDate.

Agreement to Vote. Prior (a) Subject to Section 1(b), Stockholder (in such capacity and not in any other capacity) irrevocably hereby agrees that, no later than (or effective as of) forty-eight (48) hours after the Registration Statement has been declared effective under the Securities Act, Stockholder shall validly execute and deliver to the Termination Company the Company Stockholder Written Consent for the Approval, in respect of all of the Securities. In addition, from and after the date hereof until the Expiration Date, each Holder Stockholder (in such capacity and not in any other capacity) irrevocably and unconditionally hereby agrees that it shallthat, at any other meeting of the stockholders of the Company (whether annual or special and whether or not an each adjourned or postponed meeting)) of the Company’s stockholders, however called, or in connection with any other written consent of the Company’s stockholders, the Stockholder will (x) appear at such meeting or otherwise cause such Holder’s Subject Shares that are outstanding as all of the applicable record date Securities to be counted as present thereat for purposes of establishing calculating a quorum, quorum and vote, (y) vote or cause to be voted at such meeting(including by proxy or written consent, if applicable) all such Subject Shares: of the Securities: (ai) in favor of the Approval (A) and, in the adoption event that the Approval is presented as more than one proposal, in favor of each proposal that is part of the Merger Agreement andApproval); (ii) against any proposal for any recapitalization, without limiting the penultimate sentence merger, sale of this Section 3.1, any amended and restated Merger Agreement assets or amendment to other business combination (other than as contemplated by the Merger Agreement Agreement) between the Company and any person or entity other than Parent; (the “Merger Proposal”), and approving iii) against any other matters necessary for action, agreement or transaction that would reasonably be expected, or the consummation effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement or the performance by Stockholder of its obligations under this Agreement, including the Merger, and ; (B) any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (biv) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transactionaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement Agreement, or of such Holder Stockholder contained in this Agreement; and (Cv) in favor of any action or agreement that would other matter reasonably be expected to result in (1) any condition necessary to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled or (2) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) 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 Merger, or this Agreement. Any attempt by such Holder to vote, consent or express dissent with respect to Merger (or otherwise to utilize the voting power ofclauses (i) its Subject Shares in contravention through (v) of this Section 3.1 1, the “Required Voting Matters”). (b) Notwithstanding the foregoing, nothing in this Agreement shall be null preclude the Stockholder from exercising full power and void ab initio. If such Holder is the Beneficial Owner, but not the holder of record, of any of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees authority to vote the Securities in Stockholder’s sole discretion for or against (or exercise a consent with respect to) all of such Subject Shares in accordance with and the proxy granted by this Section 3.1. Notwithstanding anything herein to the contrary in this Agreement, this Section 3.1 Agreement shall not require cover), any Holder proposal submitted to be present (in person or by proxy) or a vote (or cause to be voted) any of its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner stockholders of the Company (i) that reduces decreases the amount or changes the form of the Merger Consideration payable, consideration payable to Stockholder or (ii) that imposes any material restrictions on or additional material conditions on the consummation of the Merger or the payment of the Parent Common Stock to the Stockholder, in the case of either clause (i) or (ii), not contemplated by the Merger ConsiderationAgreement or the Ancillary Documents (clauses (i) and (ii), extends collectively, the Outside Date “Excluded Voting Matters”). (c) Without Stockholder’s prior written consent, the Company shall not, directly or otherwise adversely affects indirectly, amend, modify or waive the Merger Agreement or the or the Ancillary Documents, such Holder that (i) the consideration to be received by Stockholder pursuant to the Merger Agreement will not be registered pursuant to the Registration Statement (as defined in its capacity the Merger Agreement) and/or (ii) the Lock-up (as a stockholder of defined in the CompanyMerger Agreement) is amended in any material respect. Notwithstanding anything manner materially adverse to Stockholder, determined in reference to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) its Subject Shares with respect to any matter other than terms of such Lock-up as set forth in Section 3.1(a) and Section 3.1(b) the Merger Agreement (or as subsequently modified in any manner such Holder deems appropriate, including in connection full compliance with the election terms of this provision). The obligations of Stockholder specified in this Section 1 shall apply whether or not the Merger, any of the Contemplated Transactions or any action described above is recommended by the board of directors of the Company.

Agreement to Vote. Prior From the date hereof until the termination of this Agreement in accordance with Section 6.1, except to the Termination Date, each Holder irrevocably extent waived in writing by Parent in its sole and unconditionally agrees that it shallabsolute discretion, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting)Company, however called, appear or at such meeting any adjournment thereof, or otherwise cause such Holder’s Subject Shares that are outstanding as in connection with any written consent of the applicable record date to be counted as present thereat for purposes stockholders of establishing the Company or in any other circumstances upon which a quorum, and vote, consent or other approval of all or some of the stockholders of the Company is sought, the Stockholder shall vote (or cause to be voted at such meeting, all such voted) the Subject Shares: Shares (a) in favor of (A) the adoption of the Merger Agreement and, without limiting the penultimate sentence and approval of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement, including the Merger, Agreement and (B) this Agreement and any proposal to adjourn actions required in furtherance hereof or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; thereof; (b) against (A) any agreementaction, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of any of the parties hereto under this Agreement; and (c) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries; (ii) any sale, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; (v) any material change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; (vi) any other material change in the Company’s corporate structure or business; and (vii) any other action, transaction or proposal involving the Company or any of its Subsidiaries contained in the Merger Agreement that is intended or of such Holder contained in this Agreement; (C) any action or agreement that would reasonably be expected to result in (1A) any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled or (2) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) any other action that could reasonably be expected to prevent, nullify, impede, interfere with, frustrate, delay, discouragepostpone, postpone discourage or otherwise materially adversely affect the Merger, the Merger Agreement, any of the transactions contemplated by the Merger Agreement, including the Merger, Agreement or this Agreement. Any attempt by such Holder to vote, consent Agreement or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares 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, contemplated economic benefits of any of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote the foregoing or (or exercise a consent with respect toB) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) change in any manner such Holder deems appropriate, including in connection the voting rights of the Subject Shares. The Stockholder further agrees not to commit or agree to take any action inconsistent with the election of directors of the Companyforegoing.

Agreement to Vote. Prior Subject to the Termination Dateterms of this Agreement, each Holder Stockholder hereby irrevocably and unconditionally agrees that it shallthat, during the time this Agreement is in effect, at any annual or special meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting)Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Shares are entitled to be voted thereon (a) appear at each such meeting or otherwise cause all such Holder’s Subject Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes of establishing determining a quorum, quorum and vote, (b) be present (in person or by proxy) and vote (or cause to be voted at such meetingvoted), or deliver (or cause to be delivered) a written consent with respect to, all such of its Subject Shares: Shares (ai) in favor of (A) for the adoption of the Merger Agreement and, without limiting the penultimate sentence of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement, including in the Merger, and (B) event any proposal to adjourn vote or postpone any such meeting consent of the stockholders of the Company to a later date if there are not sufficient votes is required to adopt the Merger Proposal; (b) against (A) any agreementAgreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with approve the Merger or matters contemplated by otherwise approve any of the Merger Agreement; Transactions, (Bii) against any action or agreement that is intended or would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement Agreement, or of such Holder any Stockholder contained in this Agreement; (C) any action , or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger conditions set forth in Article VII Section 7 or Annex I of the Merger Agreement not being fulfilled satisfied on or before the End Date; (2iii) against any change in the Board of Directors of the Company; (iv) against any Acquisition Proposal; (v) against any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Merger); (vi) against any sale, lease, license or transfer of a material amount of the business or assets (including Intellectual Property Rights and capital stock of Subsidiaries of the Company) of any Acquired Corporation or any reorganization, recapitalization or liquidation of any Acquired Corporation; (vii) against any change in the present authorized capitalization of the Company or any amendment or other change to the voting rights Company’s certificate of incorporation, bylaws and any class other charter and organizational documents, including any amendment that would authorize any additional shares or classes of shares of capital stock or change in any manner the rights and privileges, including voting rights, of the Company (including any amendments to class of the Company’s organizational documents)capital stock; and (Dviii) against any other action plan, proposal, arrangement, action, agreement or transaction involving any Acquired Corporation that could is intended, or would reasonably be expected expected, to impede, interfere with, delay, discouragepostpone, postpone or adversely affect or prevent the consummation of the Offer, the Merger or the other Transactions; and (ix) against any commitment or agreement to take any action inconsistent with any of the transactions contemplated by the Merger Agreement, including the Merger, or this Agreement. Any attempt by such Holder to vote, consent or express dissent with respect to preceding clauses (or otherwise to utilize the voting power ofi) its Subject Shares 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 of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote through (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of the Companyviii).

Agreement to Vote. Prior From the date hereof, and until the termination of this Agreement in accordance with Section 6.1, each Majority Stockholder, severally and not jointly, and subject to the Termination Dateprovisions of Section 5.1, agrees as follows: (a) At any meeting of stockholders of the Company called to vote upon the Acquisition and the Purchase Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent, or other approval (including by written consent) with respect to the Acquisition and the Purchase Agreement is sought, each Holder irrevocably Majority Stockholder shall vote (or cause to be voted), provided that the Board of Directors of the Company has not disapproved the Purchase Agreement or recommended against the adoption of the Acquisition by the stockholders of the Company, the Subject Shares (and unconditionally agrees that it shalleach class thereof) in favor of the adoption by the Company of the Acquisition and the approval of the Purchase Agreement and, subject to Section 4.4, any actions required in furtherance thereof and each of the transactions contemplated by the Purchase Agreement, including the “Contemplated Transactions” (as defined in the Purchase Agreement). (b) At any meeting of stockholders of the Company or at any meeting adjournment thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting)is sought, however called, appear at such meeting or otherwise cause such Holder’s Subject Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes of establishing a quorum, and vote, or cause to be voted at such meeting, all such Subject Shares: (a) in favor of (A) the adoption of the Merger Agreement and, without limiting the penultimate sentence of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and (B) any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (b) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (C) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled or (2) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) 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 Merger, 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) its Subject Shares in contravention of this Section 3.1 each Majority Stockholder shall be null and void ab initio. If such Holder is the Beneficial Owner, but not the holder of record, of any of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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) its Subject Shares (and each class thereof) against (i) any acquisition agreement or acquisition (other than the Purchase Agreement and the Acquisition), consolidation, combination, sale or transfer of a material amount of assets, reorganization, recapitalization, dissolution, liquidation, or winding up of or by the Company, and (ii) any amendment of the Company’s certificate of incorporation or bylaws or other proposal or transaction involving the Company or any of its Subject Shares to amendsubsidiaries, modify which amendment or waive any provision of the Merger Agreement in a manner that reduces the amount other proposal or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) transaction would in any manner such Holder deems appropriatedelay, including impede, frustrate, prevent, or nullify the Acquisition, the Purchase Agreement, the Contemplated Transactions, or any of the other transactions contemplated by the Purchase Agreement or change in any manner the voting rights of the Subject Shares other than in connection with the election of directors of transactions contemplated by the CompanyAcquisition. Each Majority Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote. Prior Subject to the Termination Dateterms of this Agreement, each Holder Stockholder hereby irrevocably and unconditionally agrees that it shallthat, during the time this Agreement is in effect, at any annual or special meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting)Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Holder’s Subject Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes of establishing determining a quorum, ; and vote, (b) be present (in person or by proxy) and vote (or cause to be voted at such meetingvoted), or deliver (or cause to be delivered) a written consent with respect to, all such of its Subject Shares: Shares (a) in favor of (A) the adoption of the Merger Agreement and, without limiting the penultimate sentence of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and (B) any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (bi) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement Agreement, or of such Holder any Stockholder contained in this Agreement; Agreement or (CB) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger conditions set forth in Article VII or Annex I of the Merger Agreement not being fulfilled satisfied on or before the Outside Date; (2ii) against any change to in the voting rights Board of any class of shares of capital stock Directors of the Company (including any amendments to the Company’s organizational documents); , and (Diii) against any Takeover Proposal and against any other action action, agreement or transaction involving the Company that could is intended, or would reasonably be expected expected, to impede, interfere with, delay, discouragepostpone, postpone or adversely affect any or prevent the consummation of the Offer or the Merger or the other transactions contemplated by the Merger Agreement, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Merger); (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of the Company or any reorganization, recapitalization or liquidation of the Company, or this Agreement(z) any change in the present capitalization of the Company or any amendment or other change to the Company’s Certificate of Incorporation or Bylaws. Any attempt by such Holder Subject to votethe proxy granted under Section 1.3 below, consent or express dissent with respect each Stockholder shall retain at all times the right to (or otherwise to utilize vote the voting power of) its Subject Shares in contravention of this Section 3.1 shall be null such Stockholder’s sole discretion, and void ab initio. If such Holder is the Beneficial Ownerwithout any other limitation, but not the holder of record, of on any of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter matters other than as those set forth in this Section 3.1(a) and Section 3.1(b) in 1.2 that are at any manner such Holder deems appropriate, including in connection with the election of directors of time or from time to time presented for consideration to the Company’s stockholders generally.

Agreement to Vote. Prior Subject to the Termination Dateterms of this Agreement, each Holder the Stockholder hereby irrevocably and unconditionally agrees that it shallthat, during the time this Agreement is in effect, at any annual or special meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting)Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company, the Stockholder shall, in each case to the fullest extent that the Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Holder’s Subject Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes of establishing determining a quorum, ; and vote, (b) be present (in person or by proxy) and vote (or cause to be voted at such meetingvoted), or deliver (or cause to be delivered) a written consent with respect to, all such of its Subject Shares: Shares (a) in favor of (A) the adoption of the Merger Agreement and, without limiting the penultimate sentence of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and (B) any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (bi) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement Agreement, or of such Holder the Stockholder contained in this Agreement; , or (CB) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger conditions set forth in Article Section VII or Exhibit A of the Merger Agreement not being fulfilled satisfied on or before the End Date; (2ii) against any change to in the voting rights Board of any class of shares of capital stock Directors of the Company (including any amendments to the Company’s organizational documents); and (Diii) against any Acquisition Proposal and against any other action proposed action, agreement or transaction involving the Company that could would reasonably be expected expected, to impede, interfere with, delay, discouragepostpone, postpone or adversely affect any or prevent the consummation of the transactions contemplated by Offer, the Merger Agreementor the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Merger); (y) a sale, lease, license or this Agreement. Any attempt by such Holder to votetransfer of a material amount of assets (including, consent or express dissent with respect to (or otherwise to utilize for the voting power of) its Subject Shares in contravention avoidance of this Section 3.1 shall be null doubt, Intellectual Property Rights and void ab initio. If such Holder is the Beneficial Owner, but not the holder capital stock of record, of any of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company; or (z) any change in the present authorized capitalization of the Company or any material respect. Notwithstanding anything amendment or other change to the contrary in this AgreementCompany’s Organizational Documents. Subject to the proxy granted under Section 1.3 below, each Holder the Stockholder shall remain free retain at all times the right to vote (or execute consents or proxies with respect to) its the Subject Shares with respect to in the Stockholder’s sole discretion, and without any matter other limitation, on any matters other than as those set forth in this Section 3.1(a) and Section 3.1(b) in 1.2 that are at any manner such Holder deems appropriate, including in connection with the election of directors of time or from time to time presented for consideration to the Company’s stockholders generally.

Agreement to Vote. Prior Subject to the Termination Dateterms of this Agreement, each Holder the Stockholder hereby irrevocably and unconditionally agrees that it shallthat, during the time this Agreement is in effect, at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting)Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company, the Stockholder shall, in each case to the fullest extent that the Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Holder’s Subject Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes of establishing determining a quorum, ; and vote, (b) be present (in person or by proxy) and vote (or cause to be voted at such meetingvoted), or deliver (or cause to be delivered) a written consent with respect to, all such of his Subject Shares: Shares (ai) in favor of (A) the for adoption of the Merger Agreement and, without limiting the penultimate sentence of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation approval of the transactions contemplated by the Merger Agreementthereby, including the First Merger, and (Bii) for any proposal to adjourn or postpone any the Company Stockholder Meeting or such other meeting of the Company’s stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; Agreement, (biii) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement Agreement, or of such Holder the Stockholder contained in this Agreement; Agreement or (CB) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger conditions set forth in Annex A or in Article VII of the Merger Agreement not being fulfilled satisfied on or before the End Date; (2iv) against any change to the voting rights of any class of shares of capital stock of in the Company Board of Directors, (including v) against any amendments to the Company’s organizational documents); Company Takeover Proposal and (D) against any other action action, agreement or transaction involving the Company that could is intended, or would reasonably be expected expected, to impede, interfere with, delay, discouragepostpone, postpone or adversely affect any or prevent the consummation of the transactions contemplated by Offer or the Merger AgreementMergers or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the MergerCompany (other than the Mergers); (y) a sale, lease, license or this Agreementtransfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of the Company or any reorganization, recapitalization or liquidation of the Company; or (z) any change in the present capitalization of the Company or any amendment or other change to the Company Certificate or Company Bylaws; and (vi) in favor of any other matter necessary to consummate the Transactions. Any attempt by such Holder Subject to votethe proxy granted under Section 1.2 below, consent or express dissent with respect the Stockholder shall retain at all times the right to (or otherwise to utilize vote the voting power of) its Subject Shares in contravention of this Section 3.1 shall be null the Stockholder’s sole discretion, and void ab initio. If such Holder is the Beneficial Ownerwithout any other limitation, but not the holder of record, of on any of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter matters other than as those set forth in this Section 3.1(a) and Section 3.1(b) in 1.1 that are at any manner such Holder deems appropriate, including in connection with the election of directors of time or from time to time presented for consideration to the Company’s stockholders generally.

Agreement to Vote. Prior Subject to the Termination Dateterms and conditions hereof, each Holder including Section 20, Shareholder hereby irrevocably and unconditionally agrees that it shallthat, from and after the date hereof and until the Termination Date (as defined in Section 6 below), at any meeting of the stockholders holders of the Company (whether annual or special and whether or not an adjourned or postponed meeting)Common Stock, however called, or in connection with any written consent of the holders of Company Common Stock in lieu of a meeting, or otherwise, Shareholder shall (x) appear at such meeting or otherwise cause such Holder’s Subject Shares that are outstanding as all of the applicable record date Shares to be counted as present thereat for purposes of establishing calculating a quorumquorum and respond to any other request by the Company or Parent for written consent, if any, and vote, (y) vote (or cause to be voted at such meeting, voted) all such Subject Shares: of the Shares (ai) in favor of (A) the adoption approval of the Merger Agreement and, without limiting and the penultimate sentence of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement, including the Merger, Agreement and (B) any proposal other matter that is required to adjourn or postpone any such meeting facilitate the consummation of the stockholders Merger and the other transactions contemplated by the Merger Agreement and (ii) against the following actions: (A) any Acquisition Proposal, (B) any other action involving the Company or any Subsidiary of the Company that would reasonably be expected to have the effect of impeding, materially interfering with, materially delaying, materially postponing, or impairing (I) the ability of the Company to a later date if there are not sufficient votes to adopt consummate the Merger Proposal; or (b) against (AII) any agreement, other transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of contemplated by the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (C) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled on or (2) any change prior to the voting rights of any class of shares of capital stock of the Company (including any amendments Outside Date. Subject to the Company’s organizational documents); terms and (D) conditions hereof, Shareholder shall not enter into any other action that could reasonably be expected agreement or understanding with any Person prior to impede, interfere with, delay, discourage, postpone or adversely affect any of the transactions contemplated by the Merger Agreement, including the Merger, 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) its Subject Shares 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 of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees Termination Date to vote (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriateinconsistent herewith. Subject to the terms and conditions hereof, including the obligations of Shareholder specified in connection with this Section 1(a) shall not be affected by the election commencement, public proposal, public disclosure or communication to the Company of directors of any Acquisition Proposal prior to the CompanyTermination Date.

Agreement to Vote. Prior During the term of this Agreement, to the Termination Dateextent they are entitled under the Company’s Certificate of Incorporation, Bylaws or the New Jersey Business Corporation Act (collectively, the “Charter Documents”) to vote on the Merger and the Merger Agreement, each Holder irrevocably and unconditionally agrees that it shall, Voting Party agrees: (a) to appear (either in person or by proxy) at any meeting of the stockholders of the Company (called, whether annual a regular or special meeting; and whether or not an adjourned or postponed meeting), however called, appear at such meeting or otherwise cause such Holder’s Subject Shares that are outstanding as of the applicable record date (b) to be counted as present thereat for purposes of establishing a quorum, and vote, or cause to be voted at such meetingexecute and deliver a written consent covering, all securities of the Company that such Subject Voting Party now has or hereafter acquires (hereinafter referred to as the “Voting Shares: ”) (ai) in favor of (A) the adoption of the Merger Agreement andand the Merger Agreement, without limiting (ii) in favor of any adjournment or postponement recommended by the penultimate sentence of this Section 3.1, Company with respect to any amended and restated Merger Agreement or amendment stockholder meeting with respect to the Merger Agreement and the Merger, (the “Merger iii) against any Takeover Proposal (as defined below) or any proposal relating to a Takeover Proposal”), and approving (iv) against any transaction or transactions (other matters necessary for the consummation of than the transactions contemplated by the Merger Agreement) including any consolidation, including combination, sale of substantially all the Mergerassets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company and (B) any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (bv) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action or agreement that would (w) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the transactions contemplated thereby, (x) result in a breach in any respect of any covenant, representation or representation, warranty or any other obligation or agreement of the Company or under the Merger Agreement, (y) result in any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (C) any action or agreement that would reasonably be expected conditions to result in (1) any condition to the consummation of the Merger closing set forth in Article VII of the Merger Agreement not being fulfilled or (2z) any change to the capitalization of, including the voting rights of any class of shares of capital stock of the Company (including any amendments to of, the Company’s organizational documents); and (D) any other action that could reasonably be expected to impede, interfere with, delay, discourage, postpone . Stockholder shall not commit or adversely affect any of the transactions contemplated by the Merger Agreement, including the Merger, 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) its Subject Shares 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 of its Subject Shares, such Xxxxxx agrees agree to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection action inconsistent with the election of directors of the Companyforegoing, directly or indirectly.

Agreement to Vote. Prior to the Termination Date(a) Each Stockholder, each Holder severally and not jointly, hereby irrevocably and unconditionally agrees that it shallthat, from and after the date hereof and until this Agreement shall have been terminated in accordance with Section 7, at any meeting of the stockholders holders of the Company (whether annual or special and whether or not an adjourned or postponed meeting)common stock, however called, or in connection with any written consent of the holders of Company common stock, such Stockholder shall (x) appear at such meeting or otherwise cause all of such HolderStockholder’s Subject Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes of establishing calculating a quorumquorum and respond to any other request by the Company for written consent. if any, and vote, (y) vote (or cause to be voted at voted) such meeting, all such Subject Shares: Stockholder’s Shares (ai) in favor of (A) the adoption and approval of the Merger Agreement and, without limiting and the penultimate sentence Merger and the approval of this Section 3.1, any amended the terms thereof and restated Merger Agreement or amendment to each of the other actions contemplated by the Merger Agreement and this Agreement and (ii) except as otherwise agreed to in writing in advance by Parent, against the “following actions (other than the Merger Proposal”), and approving any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, including such as a merger, consolidation or other business combination involving the Merger, and Company or its subsidiaries; (B) any proposal to adjourn a sale, lease or postpone any such meeting transfer of a material amount of assets of the stockholders Company or its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or its subsidiaries; (C) any other action involving the Company or its subsidiaries which has the effect of impeding, interfering with, delaying, postponing, or impairing (I) the ability of the Company to a later date if there are not sufficient votes to adopt consummate the Merger Proposal; or (bII) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the transactions contemplated by this Agreement and the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (BD) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (C) against any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled fulfilled. Such Stockholder shall not enter into any agreement or (2) understanding with any change person or entity prior to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) 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 Merger, 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) its Subject Shares in contravention termination of this Section 3.1 Agreement to vote in any manner inconsistent herewith; provided that after a Change in Recommendation each Stockholder’s obligation to vote shall be null and void ab initiolimited to fifty percent (50%) of such Stockholder’s Shares. If such Holder is the Beneficial Owner, but not the holder of record, of any of its Subject SharesExcept as set forth in this Section 1, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares in accordance with this Section 3.1. Notwithstanding anything herein to the contrary in this Agreement, this Section 3.1 Stockholder shall not require any Holder to be present (restricted from voting in person favor of, against or by proxy) or vote (or cause to be voted) any of its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares abstaining with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with presented to the election of directors stockholders of the Company. (b) EACH STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, PARENT AND ANY DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLY, SUCH STOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE SHARES AS INDICATED IN CLAUSE (a) OF THIS SECTION 1 INCLUDING THE PROVISO THEREIN. EACH STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SUCH STOCKHOLDER WITH RESPECT TO THE SHARES.

Agreement to Vote. Prior Subject to the Termination Dateterms of this Agreement, each Holder the Stockholder (in Stockholder’s capacity as such) hereby irrevocably and unconditionally agrees that it shallthat, during the time this Agreement is in effect, at any annual or special meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting)Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company, the Stockholder shall, in each case to the fullest extent that the Stockholder’s Owned Shares are entitled to vote thereon: (i) appear at each such meeting or otherwise cause all such Holder’s Subject Owned Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes of establishing determining a quorum, ; and vote, (ii) be present (in person or by proxy) and vote (or cause to be voted at such meetingvoted), or deliver (or cause to be delivered) a written consent with respect to, all such Subject Shares: (a) in favor of Stockholder’s Owned Shares (A) the adoption of the Merger Agreement and, without limiting the penultimate sentence of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and (B) any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (b) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action or agreement that would reasonably be expected to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement Agreement, or of such Holder the Stockholder contained in this Agreement; Agreement or (C2) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger conditions set forth in Article VII Section 7 or Annex I of the Merger Agreement not being fulfilled satisfied on or before the End Date, (2B) against any change to the voting rights of Acquisition Proposal, and (C) against any class of shares of capital stock of other action, agreement or transaction involving the Company (including any amendments to the Company’s organizational documents); and (D) any other action that could is intended, or would reasonably be expected expected, to impede, interfere with, delay, discouragepostpone, postpone or adversely affect any or prevent the consummation of the Offer or the Merger or the other transactions contemplated by the Merger Agreement, including including: (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Merger), or this Agreement. Any attempt by such Holder to vote, consent sale of all or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares 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 of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) substantially all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder assets of the Company; or (y) in any material respectliquidation, dissolution, recapitalization, restructuring or other reorganization of the Company. Notwithstanding anything Subject to the contrary in this Agreementproxy granted under Section 3(c), each Holder the Stockholder shall remain free retain at all times the right to vote (or execute consents or proxies with respect to) its Subject the Owned Shares with respect to in such Stockholder’s sole discretion, and without any matter other limitation, on any matters other than as those set forth in this Section 3.1(a3(b) and Section 3.1(b) in that are at any manner such Holder deems appropriate, including in connection with the election of directors of time or from time to time presented for consideration to the Company’s stockholders generally.

Agreement to Vote. Prior Subject to the Termination Dateterms of this Agreement, each Holder Stockholder hereby irrevocably and unconditionally agrees that it shallthat, during the time this Agreement is in effect, at any annual or special meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting)Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Holder’s Subject Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes of establishing determining a quorum, ; and vote, (b) be present (in person or by proxy) and vote (or cause to be voted at such meetingvoted), or deliver (or cause to be delivered) a written consent with respect to, all such of its Subject Shares: Shares (a) in favor of (A) the adoption of the Merger Agreement and, without limiting the penultimate sentence of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and (B) any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (bi) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement Agreement, or of such Holder any Stockholder contained in this Agreement; Agreement or (CB) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger conditions set forth in Article VII or Annex I of the Merger Agreement not being fulfilled satisfied on or before the End Date; (2ii) against any change to in the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents)Board; and (Diii) against any Acquisition Proposal and against any other action action, agreement or transaction involving the Company that could is intended, or would reasonably be expected expected, to impede, interfere with, delay, discouragepostpone, postpone or adversely affect any or prevent the consummation of the Offer or the Merger or the other transactions contemplated by the Merger Agreement, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Merger); (y) a sale, lease, license or this Agreement. Any attempt by such Holder to votetransfer of a material amount of assets (including, consent or express dissent with respect to (or otherwise to utilize for the voting power ofavoidance of doubt, intellectual property rights) its Subject Shares 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 of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount Company or changes the form of the Merger Consideration payableany reorganization, imposes any material restrictions on recapitalization or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder liquidation of the Company, or (z) any change in the present capitalization of the Company or any material respect. Notwithstanding anything amendment or other change to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of the Company.’s Certificate of

Agreement to Vote. Prior to From the Termination Datedate hereof until the Expiration Time, each Holder irrevocably Required Member hereby agrees: (i) to vote (or cause to be voted) or execute and unconditionally agrees that it shall, deliver a written consent (or cause a written consent to be executed and delivered) at any meeting of the stockholders members of the Company (whether annual or special and whether or not an adjourned or postponed meeting)Company, however called, or at any adjournment thereof, or in any other circumstance in which the vote, consent or other approval of the members of the Company is sought (and, in the case of a meeting of the members, appear at any such meeting meeting, in person or by proxy, or otherwise cause all of such Holderholder’s Subject Shares that are outstanding as of the applicable record date Company Equity Securities to be counted as present thereat for purposes of establishing a quorum, and vote, or cause to be voted at such meeting), all of such Required Member’s Subject SharesCompany Equity Securities: (aA) in favor of (A) the adoption of the Merger Agreement andand the Transactions; (B) against any merger agreement or merger, without limiting consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the penultimate sentence of this Section 3.1, any amended and restated Merger Agreement or amendment to Company (other than the Merger Agreement (and the “Merger Proposal”Transactions), and approving any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and (B) any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (bC) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption approval of the Merger Agreement or in competition with or inconsistent with the Merger Agreement or matters contemplated by the Merger AgreementTransactions; and (BD) against any proposal, action or agreement that would (1) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Transactions, (2) result in a breach in any respect of any covenant, representation or representation, warranty or any other obligation or agreement of the Company or under the Merger Agreement, (3) result in any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (C) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger conditions set forth in Article VII 9 of the Merger Agreement not being fulfilled or (24) change in any change to manner the distribution policy or capitalization of, including the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) any other action that could reasonably be expected to impedeequity securities of, interfere with, delay, discourage, postpone or adversely affect any of the transactions contemplated by the Merger Agreement, including the Merger, 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) its Subject Shares 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 of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of the Company. (ii) not to commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote. Prior to At all times during the Termination Dateperiod commencing with the execution and delivery of this Agreement and until the termination of this Agreement in accordance with Section 5.01 of this Agreement, each Holder the Stockholder hereby irrevocably and unconditionally agrees that it shallagrees, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting)Company, however called, appear including any adjournment or postponement thereof, and in any written action in lieu thereof, in each case in his, her or its capacity as a holder of Shares and to the fullest extent entitled to vote thereon or consent thereto, to: (a) appear, in person or by proxy, at each such meeting of the stockholders of Company (or otherwise cause such Holder’s Subject Shares that are outstanding as of the applicable record date Shares to be counted as present thereat for purposes of establishing calculating a quorum, and vote, ); and (b) vote or provide consent (or cause to be voted at such meetingvoted), in person or by proxy, all such Subject of the Shares: : (ai) in favor of (A) the adoption approval of the Merger Agreement and, without limiting and the penultimate sentence of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement, including in each case, subject to and on the Merger, terms and (B) any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (b) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption conditions of the Merger Agreement Agreement, and any and all other agreements, instruments or documents (in competition each case, as may be amended or inconsistent with the Merger restated from time to time) or matters actions or transactions contemplated by the Merger Agreement; (Bii) against any action or agreement that would result in a material breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement Agreement, or of such Holder the Stockholder contained in this Agreement; (Ciii) against any action Acquisition Proposal (other than the Merger and the Transactions) (iv) against any amendment to the Articles of Incorporation or the bylaws of the Company (as amended or restated), or any reorganization, recapitalization, sale of all or substantially all of the assets, liquidation or winding up of, or other extraordinary transaction involving, the Company or any of its Subsidiaries, (v) against any proposal, amendment, matter or agreement that would reasonably be expected to result in (1) any condition to manner impede, frustrate, prevent or nullify this Agreement or the consummation Merger Agreement, the Merger, or any of the Merger set forth other transactions or agreements contemplated thereby, or change in Article VII of the Merger Agreement not being fulfilled or (2) any change to manner the voting rights of any class of shares of capital stock of the Company Common Stock, or (including any amendments to the Company’s organizational documents); and (Dvi) any other action that could reasonably be expected to impedematter relating to, interfere or in connection with, delay, discourage, postpone or adversely affect any of the transactions contemplated by the Merger Agreement, including the Merger, or this Agreement. Any attempt by such Holder to vote, consent or express dissent with respect to foregoing matters described in clauses (or otherwise to utilize the voting power ofi) its Subject Shares 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 of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote through (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of the Companyv).

Agreement to Vote. Prior to the Termination DateDate and subject to Section 3.2, each Holder the Sponsor irrevocably and unconditionally agrees that it shall, at any meeting of the stockholders shareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, (i) appear at such meeting or otherwise cause such Holder’s Subject the Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes of establishing a quorum, quorum and vote(ii) vote (or consent), or cause to be voted at such meetingmeeting (or validly execute and return and cause such consent to be granted with respect to), all such Subject Shares: , (a) in favor of (A) the approval and adoption of the Merger Agreement andand the transactions contemplated thereby, without limiting the penultimate sentence (b) in favor of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters matter reasonably necessary for to the consummation of the transactions contemplated by the Merger AgreementAgreement and considered and voted upon at any such meeting, including (c) in favor of the Mergerapproval of Parent Stockholder Approval Matters (or, if there are insufficient votes in favor of any of the foregoing (a), (b) and (B) any proposal to adjourn or postpone any c), in favor of the adjournment of such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; date), (bd) against (A) the approval of any agreementmerger, transaction scheme of arrangement, consolidation, reorganization, recapitalization, dissolution, liquidation or proposal that relates to an Acquisition Proposal winding up of or by Parent, the Purchaser or Merger Sub, or any public offering of any shares of Parent, the Purchaser, Merger Sub or any of its material subsidiaries, or, in case of a public offering only, a newly-formed holding company of Parent, the Purchaser or Merger Sub or such material subsidiaries, other transaction, proposal, agreement or action made in opposition to adoption of than the Merger Agreement and the transactions contemplated thereby, against the approval of any purchase of all or in competition substantially all of the assets of or inconsistent with other business combination transaction (other than the Merger Agreement and the transactions contemplated thereby), or matters contemplated by the Merger Agreement; (B) against any proposal, action or agreement that would (1) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement, the Reincorporation Merger or the Acquisition Merger, (2) result in a breach in any respect of any covenant, representation or representation, warranty or any other obligation or agreement of Parent, Purchaser or Merger Sub under the Company Merger Agreement, or (3) result in any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (C) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger conditions set forth in Article VII X of the Merger Agreement not being fulfilled fulfilled, and (f) against any amendment of the organizational documents of Parent or (2) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Companyin Parent’s organizational documents); and (D) any capitalization, corporate structure or business other action that could reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the transactions than as expressly contemplated by the Merger Agreement, including the Merger, 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) its Subject Shares 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 of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of the Company.

Agreement to Vote. Prior Each Stockholder hereby agrees that, from the date of execution and public announcement of the Merger Agreement until the earliest of (i) the time that the Company Stockholder Approval has been obtained, (ii) termination of this Agreement in accordance with Section 6.1 and (iii) such time as the Board of Directors of the Company withdraws (or qualifies or modifies in a manner adverse to Parent) the Termination Date, each Holder irrevocably and unconditionally agrees that it shallRecommendation solely in respect of an Intervening Event (the “Voting Period”), at any meeting of the stockholders of the Company (whether annual or special at which the approval and whether or not an adjourned or postponed meeting)adoption of the Merger Agreement and the transactions contemplated thereby is to be voted upon, however called, appear at such meeting or otherwise cause such Holder’s Subject Shares that are outstanding as any adjournment or postponement thereof, or in connection with any written consent of the applicable record date to stockholders of the Company, such Stockholder shall be counted as present thereat for purposes of establishing a quorum, and vote(in person or by proxy, or cause to be voted present) and vote (or cause to be voted), or give written consent (or cause written consent to be given), in each case to the extent entitled to vote thereon, all of its Owned Shares at such meeting, all such Subject Shares: time (a) in favor of (A) the approval and adoption of the Merger Agreement and, without limiting the penultimate sentence of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation of the transactions contemplated by the Merger Agreementthereby, including the Merger, Merger and (B) any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (b) against (A) any agreement, transaction or proposal that relates to an Acquisition Alternative Proposal or any other transactionaction, proposal, agreement or action transaction made in opposition to adoption or competition with the Merger or the Merger Agreement, and (B) any other action, proposal, agreement or transaction that would reasonably be expected, or the effect of which would reasonably be expected, to prevent, nullify, materially impede, interfere with, frustrate, delay, postpone, discourage or adversely affect the timely consummation of Merger or the other transactions contemplated by the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated performance by the Merger Stockholder of its obligations under this Agreement; , including (B1) any action extraordinary dividend or agreement that would result distribution by the Company, (2) any material change in a breach of any covenant, representation or warranty or any other obligation or agreement the capital structure of the Company or any Subsidiary of its Subsidiaries contained in the Company, (3) any merger agreement or merger (other than the Merger Agreement Agreement), consolidation, combination, material business transaction, sale of assets, reorganization, recapitalization, dissolution, liquidation or winding up of such Holder contained in this Agreement; the Company, or any other action or transaction involving the Company, and (C4) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation amendment of the Merger set forth in Article VII of the Merger Agreement not being fulfilled or (2) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) 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 Merger, 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) its Subject Shares 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 of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares in accordance with this Section 3.1. Notwithstanding anything herein to the contrary in this Agreementcontrary, this Section 3.1 1.1 shall not require any Holder Stockholder to be present (in person or by proxy) or vote (or cause to be voted) any of its Subject Owned Shares to amend, modify or waive any provision of amend the Merger Agreement or take any action that could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that reduces (i) decreases the amount or changes the form of the Merger Consideration payableConsideration, (ii) imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, Consideration to stockholders or (iii) extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of the CompanyEnd Date.

Agreement to Vote. Prior (a) From the date hereof until the termination of this Agreement in accordance with Section 6.1, except to the Termination Date, each Holder irrevocably extent waived in writing by Parent in its sole and unconditionally agrees that it shallabsolute discretion, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting)Company, however called, appear or at such meeting or otherwise cause such Holder’s Subject Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes of establishing a quorum, and voteany adjournment thereof, or cause to be voted at such meeting, all such Subject Shares: (a) in favor of (A) the adoption of the Merger Agreement and, without limiting the penultimate sentence of this Section 3.1, connection with any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and (B) any proposal to adjourn or postpone any such meeting written consent of the stockholders of the Company or in any other circumstances upon which a vote, consent or other approval of all or some of the stockholders of the Company is sought, each Company Preferred Stockholder shall vote (or cause to a later date if there are not sufficient votes to adopt be voted) such Company Preferred Stockholder’s Subject Shares and any other shares of capital stock of the Merger Proposal; Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (bsuch shares, together with the Subject Shares, the “Voting Shares”): (a) against (A) any agreementaction, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of any of the parties hereto under this Agreement; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries; (ii) any sale, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; (v) any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; (vi) any other material change in the Company’s corporate structure or business; and (vii) any other action, transaction or proposal involving the Company or any of its Subsidiaries contained in the Merger Agreement that is intended or of such Holder contained in this Agreement; (C) any action or agreement that would reasonably be expected to result in (1A) any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled or (2) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s organizational documents); and (D) any other action that could reasonably be expected to prevent, nullify, impede, interfere with, frustrate, delay, discouragepostpone, postpone discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, any of the transactions contemplated by the Merger AgreementAgreement or this Agreement or the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (b) In the event that a meeting of the stockholders of the Company is held, including the Mergereach Company Preferred Stockholder shall, or this Agreement. Any attempt by shall cause the holder of record on any applicable record date to, appear at such Holder to vote, consent or express dissent with respect to (meeting or otherwise cause its Voting Shares to utilize be counted as present thereat for purposes of establishing a quorum. (c) Each Company Preferred Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the voting power of) its Subject Shares in contravention terms of this Section 3.1 shall be null and void ab initio2. (d) EACH COMPANY PREFERRED STOCKHOLDER HEREBY IRREVOCABLY GRANTS TO AND APPOINTS XXXXXXX XXXXXXX AND XXXXXX XXXXXXXX, IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF PARENT, AND ANY INDIVIDUAL WHO SHALL HEREAFTER SUCCEED TO ANY SUCH OFFICE OF PARENT, AND EACH OF THEM INDIVIDUALLY, SUCH COMPANY PREFERRED STOCKHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION), FOR AND IN THE NAME, PLACE AND STEAD OF SUCH COMPANY PREFERRED STOCKHOLDER, TO REPRESENT, VOTE AND OTHERWISE ACT (BY VOTING AT ANY MEETING OF STOCKHOLDERS OF THE COMPANY, BY WRITTEN CONSENT IN LIEU THEREOF OR OTHERWISE) WITH RESPECT TO THE VOTING SHARES OWNED OR HELD BY SUCH COMPANY PREFERRED STOCKHOLDER REGARDING THE MATTERS REFERRED TO IN SECTION 2.1(a) HEREOF UNTIL THE TERMINATION OF THIS AGREEMENT, TO THE SAME EXTENT AND WITH THE SAME EFFECT AS SUCH COMPANY PREFERRED STOCKHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, RULES AND REGULATIONS. If such Holder is the Beneficial OwnerTHE PROXY GRANTED PURSUANT TO THIS SECTION 2.1(d) IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE. EACH COMPANY PREFERRED STOCKHOLDER WILL TAKE SUCH FURTHER ACTION AND WILL EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. EACH COMPANY PREFERRED STOCKHOLDER HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY GRANTED WITH RESPECT TO ANY OF THE VOTING SHARES OWNED OR HELD BY SUCH COMPANY PREFERRED STOCKHOLDER REGARDING THE MATTERS REFERRED TO IN SECTION 2.1(a) HEREOF. THE PARTIES ACKNOWLEDGE AND AGREE THAT NEITHER PARENT, but not the holder of recordNOR ANY OF ITS SUCCESSORS, of any of its Subject SharesASSIGNS, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares in accordance with this Section 3.1AFFILIATES, SUBSIDIARIES, EMPLOYEES, OFFICERS, DIRECTORS, STOCKHOLDERS, AGENTS OR OTHER REPRESENTATIVES, SHALL INCUR ANY LIABILITY TO ANY STOCKHOLDER IN CONNECTION WITH OR AS A RESULT OF ANY EXERCISE OF THE PROXY GRANTED TO PARENT PURSUANT TO THIS SECTION 2.1(d), OTHER THAN FOR A BREACH OF THIS SECTION 2.1(d). Notwithstanding anything herein to the contrary in this AgreementNOTWITHSTANDING THE FOREGOING, 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 its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of the CompanyTHIS PROXY SHALL TERMINATE UPON TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS.

Agreement to Vote. Prior Sponsor hereby agrees that from the date hereof until the earlier of (a) the Closing, (b) the valid termination of the Merger Agreement in accordance with Section 10.01 thereof or the termination of this Agreement, and (c) the liquidation or dissolution of Acquiror pursuant to the Termination DateAcquiror Organizational Documents, each Holder irrevocably (i) to vote (or cause to be voted) or execute and unconditionally agrees that it shall, deliver a written consent (or cause a written consent to be executed and delivered) at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting)Acquiror, however called, or at any adjournment thereof, or in any other circumstance in which the vote, consent or other approval of the stockholders of Acquiror is sought (and appear at any such meeting meeting, in person or by proxy, or otherwise cause all of such Holderholder’s Subject Shares that are outstanding as of the applicable record date Acquiror Equity Securities to be counted as present thereat for purposes of establishing a quorum, and vote, or cause to be voted at such meeting), all such of Sponsor’s Subject Shares: Acquiror Equity Securities (aA) in favor of the Acquiror Stockholder Matters, (AB) the adoption against any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Acquiror (other than the Merger Agreement and, without limiting and the penultimate sentence of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”Transactions), and approving any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and (BC) against any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposal; (b) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption approval of the Merger Agreement or in competition with or inconsistent with the Merger Agreement or matters contemplated by the Merger Agreement; Transactions, (BD) against any change in the business of Acquiror or the Acquiror Board (other than in connection with the Required Transaction Proposals), and (E) against any proposal, action or agreement that would (1) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Transactions, (2) result in a breach in any respect of any covenant, representation or representation, warranty or any other obligation or agreement of any Acquiror Party under the Company or Merger Agreement, (3) result in any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (C) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger conditions set forth in Article VII 9 of the Merger Agreement not being fulfilled or (24) change in any change to manner the dividend policy or capitalization of, including the voting rights of any class of shares of capital stock of the Company of, Acquiror, (including any amendments ii) not to the Company’s organizational documents); and (D) any other action that could reasonably be expected redeem, elect to impede, interfere with, delay, discourage, postpone redeem or adversely affect any of the transactions contemplated by the Merger Agreement, including the Merger, tender 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) its Subject Shares 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 submit any of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner that reduces the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) 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) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including Acquiror Equity Securities for redemption in connection with the election of directors of Merger Agreement or the CompanyTransactions and (iii) not to commit or agree to take any action inconsistent with the foregoing.

Agreement to Vote. Prior to the Termination Date, each Holder The Individual hereby irrevocably and unconditionally agrees that it shallduring the term of this Agreement, at any a special meeting of the stockholders shareholders of PLFC or at any other meeting of the Company (whether annual or special and whether or not an adjourned or postponed meeting)shareholders of PLFC, however called, including any adjournment or postponement thereof, and in connection with any written consent of the shareholders of PLFC, the Individual shall, in each case to the fullest extent that such matters are submitted for the vote or written consent of the Individual and that the Covered Shares are entitled to vote thereon or consent thereto: (a) appear at each such meeting or otherwise cause such Holder’s Subject the Covered Shares that are outstanding as of to which the applicable record date Individual controls the right to vote to be counted as present thereat for purposes of establishing calculating a quorum, and vote, ; and (b) vote (or cause to be voted at such meetingvoted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all such Subject Sharesof the Covered Shares as to which the Individual controls the right to vote: (ai) in favor of (A) the adoption and approval of the Merger Agreement and, without limiting the penultimate sentence of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation of the transactions contemplated by the Merger Agreementthereby, including the Merger, and (B) any proposal to adjourn or postpone any such meeting of the stockholders of the Company to a later date if there are not sufficient votes to adopt the Merger Proposalactions required in furtherance thereof; (bii) against (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) any action or agreement that would could result in a breach of any covenant, representation or warranty or any other obligation of PLFC under the Merger Agreement; (iii) against any Acquisition Proposal; (iv) against any merger, consolidation or agreement business combination involving the Company or any of its subsidiaries other than the Merger; (v) against any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries contained in the Merger Agreement subsidiaries; (vi) against any reorganization, recapitalization, dissolution, liquidation or of such Holder contained in this Agreement; (C) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled or (2) any change to the voting rights of any class of shares of capital stock winding up of the Company or any of its subsidiaries; and (including vii) against any amendments to action, agreement or transaction submitted for the Company’s organizational documents); and (D) any other action vote or written consent of the shareholders of PLFC that could would reasonably be expected to impede, interfere with, delay, postpone, discourage, postpone frustrate the purposes of or adversely affect any of the Merger or the other transactions contemplated by the Merger Agreement, including the Merger, Agreement or this Agreement. Any attempt Agreement or the performance by such Holder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of) its Subject Shares 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 PLFC of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision of obligations under the Merger Agreement in a manner that reduces or by the amount or changes the form Individual of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) in any material respect. Notwithstanding anything to the contrary in his obligations under this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) its Subject Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of the Company.

Agreement to Vote. Prior During the period commencing on the date hereof and ending on the earlier to occur of (a) the Termination DateEffective Time, and (b) such date and time as the Merger Agreement shall be terminated in accordance with Section 12.1 thereof (the “Expiration Time”), each Holder Shareholder, with respect to its Shares, hereby irrevocably and unconditionally agrees that it shall, to (1) appear at any meeting of the stockholders shareholders of the Company Parent (whether annual a “Parent Shareholders’ Meeting”) in person or special and whether or not an adjourned or postponed meeting), however called, appear at such meeting proxy or otherwise cause such Holder’s Subject the Shares that are outstanding as of the applicable record date to be counted as present thereat for purposes the purpose of establishing a quorum, and (2) vote, or cause to be voted or consented at such meetinga Parent Shareholders’ Meeting, or in any action by written consent of the shareholders, all of the Shares owned as of the record date for such Subject Shares: meeting (a) in favor of (A) the approval and adoption of the Merger Agreement andand the transactions contemplated thereby, without limiting the penultimate sentence (b) in favor of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters matter reasonably necessary for to the consummation of the transactions contemplated by the Merger AgreementAgreement and considered and voted upon at any Parent Shareholders’ Meeting, including the Merger, and (Bc) any proposal to adjourn or postpone any such meeting in favor of the stockholders approval of the Company to a later date if there are not sufficient votes to adopt Parent Party Shareholder Approval Matters (as defined in the Merger Proposal; Agreement), (bd) against the approval of any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (A) any agreement, transaction or proposal that relates to an Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of than the Merger Agreement and the transactions contemplated thereby), or in competition or inconsistent with the Merger or matters contemplated by the Merger Agreement; (B) against any proposal, action or agreement that would (i) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement, the Reincorporation Merger or the Acquisition Merger, (ii) result in a breach in any respect of any covenant, representation or representation, warranty or any other obligation or agreement of Parent, Purchaser or Merger Sub under the Company Merger Agreement, or (iii) result in any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (C) any action or agreement that would reasonably be expected to result in (1) any condition to the consummation of the Merger conditions set forth in Article VII X of the Merger Agreement not being fulfilled fulfilled, and (e) against any amendment of the organizational documents of Parent or (2) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Companyin Parent’s organizational documents); and (D) any capitalization, corporate structure or business other action that could reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the transactions than as contemplated by the Merger Agreement, including the Merger, 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) its Subject Shares in contravention Each Shareholder acknowledges receipt and review 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 of its Subject Shares, such Xxxxxx agrees to take all actions necessary to cause such holder of record and any nominees to vote (or exercise a consent with respect to) all of such Subject Shares 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 its Subject Shares to amend, modify or waive any provision copy of the Merger Agreement in a manner that reduces the amount or changes the form Agreement. The obligations of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of the Company) in any material respect. Notwithstanding anything to the contrary each Shareholder specified in this Agreement, each Holder Section 1 shall remain free apply whether or not the Reincorporation Merger or the Acquisition Merger or any action described above is recommended by Parent’s Board of Directors. Each Shareholder hereby irrevocably agrees that it shall not commit or agree to vote (or execute consents or proxies with respect to) its Subject Shares with respect to take any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection action inconsistent with the election of directors of the Companyforegoing.