Common use of Agreement to Vote Clause in Contracts

Agreement to Vote. (a) During the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its terms, each Company T Shareholder hereby irrevocably and unconditionally agrees that at an annual or extraordinary general meeting of the shareholders of Company T and at any other meeting of the shareholders of Company T, however called, including any adjournment, recess or postponement thereof, in connection with any written consent of the shareholders of Company T and in any other circumstance upon which a vote, consent or other approval of all or some of the shareholders of Company T is sought, it shall, and shall cause any holder of record of its Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating a quorum and respond to each request by Company T for written consent, if any; and (ii) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its Covered Shares (1) in favor of the approval and authorization of the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement and the other transactions contemplated by the Merger Agreement, (2) in favor of any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Shareholders, (3) against any action, proposal, transaction or agreement that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in this Agreement, or (C) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or change in any manner the voting rights of any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T (other than such changes contemplated by the Merger Agreement). (b) Each Company T Shareholder shall retain at all times the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generally.

Agreement to Vote. (a) During the period commencing on The Shareholder irrevocably and unconditionally agrees that, from and after the date hereof and continuing until the termination of date on which this Agreement in accordance with its termsis terminated pursuant to Section 4.1, each at the Company T Shareholder hereby irrevocably and unconditionally agrees that at an annual Meeting or extraordinary general meeting of the shareholders of Company T and at any other meeting of the shareholders of Company Tthe Company, however called, including any adjournment, recess or postponement thereof, in connection with any written consent of the shareholders of Company T and in the Company, relating to any other circumstance upon which a vote, consent or other approval of all or some of proposed action by the shareholders of the Company T is sought, it shall, and shall cause any holder of record of its Covered Shares to, in each case with respect to the extent that matters set forth in Section 1.1(b) below, the Covered Shares are entitled to vote thereon or consent theretoShareholder shall: (ia) appear at each such meeting or otherwise cause all the Existing Shares and any shares of its Covered Shares Company Common Stock acquired by the Shareholder after the date hereof, or other voting securities of the Company (whenever acquired) that are owned beneficially or of record by the Shareholder or as to which he has, directly or indirectly, the right to vote or direct the voting to be counted as present thereat for purposes of calculating a quorum and respond to each request by Company T for written consent, if anyquorum; and (iib) vote (or cause to be voted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) a written consent covering, all the Existing Shares, any shares of its Covered Shares Company Common Stock acquired by the Shareholder after the date hereof and any other voting securities of the Company (1whenever acquired), in each case that are owned beneficially or of record by the Shareholder or as to which he has, directly or indirectly, the right to vote or direct the voting, (i) in favor of the approval and authorization of the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement and any other action of the Company's shareholders requested in furtherance thereof, and (ii) against any action or agreement submitted for approval of the shareholders of the Company that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other transactions contemplated obligation or agreement of the Company contained in the Merger Agreement or of the Shareholder contained in this Agreement; and (iii) against any Acquisition Proposal or any other action, agreement or transaction submitted for approval to the shareholders of the Company that the Shareholder would reasonably expect is intended, or could reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect the Merger or this Agreement; provided, however, that the parties acknowledge that this Agreement is entered into by the Shareholder solely in his capacity as beneficial owner of the Shares and that nothing in this Agreement, including without limitation Section 3.1(d), shall prevent the Shareholder from discharging his fiduciary duties as a member of the board of directors of the Company in such manner as the Shareholder may reasonably deem to be consistent with such duties; and (c) otherwise support approval of the Merger Agreement, (2) the Merger and any other matters required to be approved in favor of any related proposal that is necessary order to consummate effect the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Shareholders, (3) against any action, proposal, transaction or agreement that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in this Agreement, or (C) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or change in any manner the voting rights of any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T (other than such changes contemplated by the Merger Agreement). (b) Each Company T Shareholder shall retain at all times the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generally.

Agreement to Vote. (a) During the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its terms, each the Company T Shareholder hereby irrevocably and unconditionally agrees that at an annual or extraordinary general meeting of the shareholders of Company T and at any other meeting of the shareholders of Company T, however called, including any adjournment, recess or postponement thereof, in connection with any written consent of the shareholders of Company T and in any other circumstance upon which a vote, consent or other approval of all or some of the shareholders of Company T is sought, it shall, and shall cause any holder of record of its Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating a quorum and respond to each request by Company T for written consent, if any; and (ii) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its Covered Shares (1) in favor of the approval and authorization of the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement and the other transactions contemplated by the Merger Agreement, (2) in favor of any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T ShareholdersShareholder, (3) against any action, proposal, transaction or agreement that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such the Company T Shareholder contained in this Agreement, or (C) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or change in any manner the voting rights of any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T (other than such changes contemplated by the Merger Agreement). (b) Each The Company T Shareholder shall retain at all times the right to vote such the Company T Shareholder’s Covered Shares in such Company T Shareholder’s its sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders Shareholder of Company T generally.

Agreement to Vote. (a) During the period commencing on From the date hereof and continuing until the termination of this Agreement in accordance with Section 5.1, except to the extent waived in writing by Parent in its termssole and absolute discretion, each Company T Shareholder hereby irrevocably and unconditionally agrees that at an annual or extraordinary general any meeting of the shareholders of Company T and at any other meeting stockholders of the shareholders of Company TCompany, however called, including or at any adjournment, recess or postponement adjournment thereof, or in connection with any written consent of the shareholders stockholders of the Company T and or in any other circumstance circumstances upon which a vote, consent or other approval of all or some of the shareholders stockholders of the Company T is sought, it each Company Stockholder shall vote (or cause to be voted) all of such Company Stockholder’s Subject Shares (to the extent the Subject Shares are not purchased in the Offer) and any other shares of capital stock of the Company owned, beneficially or of record, by such Company Stockholder during the term of this Agreement that are entitled to vote at such meeting or in such written consent (collectively, the “Voting Shares”): (a) in favor of adoption of the Merger Agreement; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any Company Takeover Proposal; (ii) any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; and (iii) any other action, transaction or proposal involving the Company or any of the Company Subsidiaries that would result in any of the conditions in Article VII or Annex I not being fulfilled or satisfied. (b) In the event that a meeting of the stockholders of the Company is held, each Company Stockholder shall, and or shall cause any the holder of record of its Covered Voting Shares on any applicable record date to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause all of its Covered Voting Shares to be counted as present thereat for purposes of calculating establishing a quorum and respond to each request by Company T for written consent, if any; andquorum. (iic) No Company Stockholder shall enter into any agreement or understanding with any Person to vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its Covered Shares (1) in favor of the approval and authorization of the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement and the other transactions contemplated by the Merger Agreement, (2) in favor of any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Shareholders, (3) against any action, proposal, transaction or agreement that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in this Agreement, or (C) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or change give instructions in any manner inconsistent with the voting rights terms of any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T (other than such changes contemplated by the Merger Agreement)this Section 1.2. (bd) Each Company T Shareholder shall retain at all times the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(aEACH COMPANY STOCKHOLDER HEREBY IRREVOCABLY GRANTS TO AND APPOINTS XXXX XXXXXXX AND XXXXXX XXXXX, IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF PARENT, AND ANY INDIVIDUAL WHO SHALL HEREAFTER SUCCEED TO ANY SUCH OFFICE OF PARENT, AND EACH OF THEM INDIVIDUALLY, SUCH COMPANY STOCKHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION), FOR AND IN THE NAME, PLACE AND STEAD OF SUCH COMPANY STOCKHOLDER, TO REPRESENT, VOTE AND OTHERWISE ACT (BY VOTING AT ANY MEETING OF STOCKHOLDERS OF THE COMPANY, BY WRITTEN CONSENT IN LIEU THEREOF OR OTHERWISE) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generallyWITH RESPECT TO THE VOTING SHARES OWNED OR HELD BY SUCH COMPANY STOCKHOLDER REGARDING THE MATTERS REFERRED TO IN SECTION 1.2(a) HEREOF UNTIL THE TERMINATION OF THIS AGREEMENT, TO THE SAME EXTENT AND WITH THE SAME EFFECT AS SUCH COMPANY STOCKHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, RULES AND REGULATIONS. THE PROXY GRANTED PURSUANT TO THIS SECTION 1.2(d) IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL TERMINATION OF THIS AGREEMENT. EACH COMPANY STOCKHOLDER WILL TAKE SUCH FURTHER ACTION AND WILL EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. EACH COMPANY STOCKHOLDER HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY GRANTED WITH RESPECT TO ANY OF THE VOTING SHARES THAT MAY HAVE HERETOFORE BEEN APPOINTED OR GRANTED WITH RESPECT TO THE MATTERS REFERRED TO IN SECTION 1.2(a) HEREOF, AND NO SUBSEQUENT PROXY (WHETHER REVOCABLE OR IRREVOCABLE) OR POWER OF ATTORNEY SHALL BE GIVEN BY SUCH COMPANY STOCKHOLDER, EXCEPT AS REQUIRED BY ANY LETTER OF TRANSMITTAL IN CONNECTION WITH THE OFFER.

Agreement to Vote. (a) During Each Shareholder hereby severally as to itself only, but not jointly with any other Shareholder, agrees that during the period commencing on the date hereof and continuing until the termination term of this Agreement in accordance with its termsAgreement, each at the Company T Shareholder hereby irrevocably and unconditionally agrees that at an annual or extraordinary general meeting of the shareholders of Company T Shareholders Meeting and at any other meeting of the shareholders of Company Tthe Company, however called, including any adjournment, recess adjournment or postponement thereof, and in connection with any written consent of the shareholders of Company T and in any other circumstance upon which a votethe Company, consent or other approval of all or some of the shareholders of Company T is sought, it such Shareholder shall, and shall cause any holder of record of its Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (ia) appear at each such meeting or otherwise cause all of its the Covered Shares as to which such Shareholder controls the right to vote to be counted as present thereat for purposes of calculating a quorum and respond to each request by Company T for written consent, if anyquorum; and (iib) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its the Covered Shares (1i) in favor of the approval and authorization of the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement and the other transactions contemplated by the Merger Agreement, (2ii) in favor of any related proposal that is necessary to consummate in furtherance of the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Shareholders, and the Split-Off Agreements; (3iii) against any action, proposal, transaction action or agreement that could reasonably be expected to (A) would result in a breach of any representationmaterial covenant, warranty, covenant representation or warranty or any other obligation or agreement of the Company T contained in the Merger AgreementAgreement or the Split-Off Agreements, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in this Agreement; and (iv) against any Takeover Proposal; provided that if, or (Cin response to a Superior Proposal received by the Company Board after the date of this Agreement, the Company Board makes a Company Adverse Recommendation Change in accordance with Section 5.4(d) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger Agreement, the number of such Shareholder’s Covered Shares (which are entitled to so vote or change in any manner the voting rights of any class of shares of Company T consent) that are subject to this Section 2.1 shall be reduced (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition on a pro rata basis with each other shareholder of the board of directors of Company T (other than such changes who executed a similar voting agreement in connection with the Merger and the transactions contemplated by the Merger AgreementAgreement and the Split-Off Agreements (the “Other Voting Agreements”)) to the extent necessary in order that the aggregate number of Covered Shares subject to this Section 2.1 together with all other shares of Common Stock (or other securities of the Company entitled to so vote or consent) subject to the Other Voting Agreements represents no more than 45% of the Common Stock (and any other voting securities of the Company) outstanding at the time of such vote or written consent and entitled to so vote or consent; and provided further, that Section 2.1 shall not require any Shareholder to vote or consent (or cause any Affiliate to vote or consent) in favor of the Merger Agreement or any of the transactions contemplated thereby, to the extent that the Merger Agreement or any Split-Off Agreement (i) has been amended or waived to reduce the Per Share Merger Consideration or the Closing Consideration or (ii) has been amended or waived in a manner that is materially adverse, when considered in the aggregate together with other waivers or amendments, to the shareholders of the Company. (bc) Each Company T Notwithstanding the foregoing, such Shareholder shall retain at all times the right remain free to vote such Company T Shareholder’s (or execute consents or proxies with respect to) the Covered Shares with respect to any matter not covered by this Section 2.1 in any manner such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(aShareholder deems appropriate, provided that such vote (or execution of consents or proxies with respect thereto) that are at any time would not reasonably be expected to adversely affect, or from time to time presented for consideration to Company T Shareholders of Company T generallyprevent or delay the consummation of, the transactions contemplated by the Merger Agreement or the Split-Off Agreements.

Agreement to Vote. (a) During Prior to the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its termsExpiration Date, each Company T Shareholder hereby irrevocably and unconditionally agrees that at an annual or extraordinary general every meeting of the shareholders stockholders of the Company T called with respect to any of the following, and at any other meeting of the shareholders of Company T, however called, including any adjournment, recess or postponement every adjournment thereof, in connection with any and on every action or approval by written consent of the shareholders of Company T and in any other circumstance upon which a vote, consent or other approval of all or some stockholders of the shareholders Company with respect to any of Company T is soughtthe following, it shallthe Securityholder agrees to vote the Securities, and shall and, to the full extent legally permitted, cause any holder holders of record of its Covered Shares to, in each case the Securities to vote (and to provide evidence thereof within ten (10) days prior to the extent that the Covered Shares are entitled to vote thereon or consent thereto: meeting): (i) appear at each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating a quorum and respond to each request by Company T for written consent, if any; and (ii) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its Covered Shares (1) in favor of the approval and authorization of the MergerTransaction, the Plan of Merger and the approval and adoption of the Merger Agreement and the other transactions contemplated by the Merger Agreement, (2) in favor of thereby and any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Shareholders, (3) against any action, proposal, transaction or agreement matter that could reasonably be expected to facilitate the Transaction; (Aii) in favor of any alternative structure as may be agreed upon by SNS and the Company to effect the Transaction; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder than the terms of the Transaction set forth in the Merger Agreement (including, without limitation, with respect to the consideration to be received by the Securityholder); and (iii) against the consummation of any Superior Proposal or any action, proposal, agreement or transaction (other than the Transaction, the Merger Agreement or the transactions contemplated thereby) that in any such case would result in a breach of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of the Company T contained in under the Merger Agreement, (B) which could reasonably result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in this Agreement, or (C) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or change in any manner the voting rights of any class of shares of Company T (including any amendments conditions to the memorandum and articles of association of Company T), (4) against Company's obligations under the Merger Agreement not being fulfilled or which would be inconsistent with the Transaction or any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T (other than such changes transaction contemplated by the Merger Agreement). (b) Each Company T Shareholder shall retain at all times . Prior to the right Expiration Date, the Securityholder will not enter into any agreement or understanding with any Person to vote such or give instructions in any manner inconsistent with this Section 2. In addition, prior to the Expiration Date, the Securityholder agrees not to enter into any agreement, discussions or negotiations with any Person other than SNS or any of its affiliates with respect to an Acquisition Proposal or a potential Acquisition Proposal. This Agreement is intended to bind the Securityholder as a stockholder of the Company T Shareholder’s Covered Shares only with respect to the specific matters set forth herein. Notwithstanding the foregoing, nothing in such Company T Shareholder’s this Agreement shall limit or restrict the Securityholder from voting in his, her or its sole discretion and without on any other limitation on those matters matter other than those set forth matters referred to in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generallythis Agreement.

Agreement to Vote. (a) During the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its terms, each Company T Y Shareholder hereby irrevocably and unconditionally agrees that at an annual or extraordinary general meeting of the shareholders of Company T Y and at any other meeting of the shareholders of Company TY, however called, including any adjournment, recess or postponement thereof, in connection with any written consent of the shareholders of Company T Y and in any other circumstance upon which a vote, consent or other approval of all or some of the shareholders of Company T Y is sought, it shall, and shall cause any holder of record of its Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating a quorum and respond to each request by Company T Y for written consent, if any; and (ii) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its Covered Shares (1) in favor of the approval and authorization of the Mergerissuance of Class A ordinary shares, the Plan of Merger and the approval and adoption par value US$0.00001 per share, of the Company (including those represented by American depositary shares), constituting the Merger Agreement and the other transactions contemplated by Consideration (as such term is defined in the Merger Agreement), to the Company T Shareholders, (2) in favor of any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Y Shareholders, (3) against any action, proposal, transaction or agreement that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T Y contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Y Shareholder contained in this Agreement, or (C) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or change in any manner the voting rights of any class of shares of Company T Y (including any amendments to the memorandum and articles of association of Company TY, other than such amendments contemplated by the Merger Agreement and/or any amendments that will not (i) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or (ii) have a disproportionate adverse effect on Company T shareholders relative to current holders of Company Y’s Class A Ordinary Shares), (4) against any Acquisition Competing Proposal, and (5) against any change in the composition of the board of directors of Company T Y (other than such changes contemplated by the Merger Agreement). (b) Each Company T Y Shareholder shall retain at all times the right to vote such Company T Y Shareholder’s Covered Shares in such Company T Y Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Y Shareholders of Company T Y generally.

Agreement to Vote. (a) During The Shareholder hereby agrees that, except as expressly ----------------- set forth below, during the period commencing on the date hereof and continuing until the termination of time this Agreement is in accordance with its termseffect, each Company T Shareholder hereby irrevocably and unconditionally agrees that at an annual or extraordinary general any meeting of the shareholders of Company T and at any other meeting stockholders of the shareholders of Company TCompany, however called, including and in any adjournment, recess or postponement thereof, in connection with any written action by consent of the shareholders of Company T and in any other circumstance upon which a vote, consent or other approval of all or some stockholders of the shareholders of Company T is soughtCompany, it the Shareholder shall, and shall cause any holder of record of its Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: : (i) appear at each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating a quorum and respond to each request by Company T for written consent, if any; and (iia) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its Covered the Shares (1) in favor of the approval and authorization of Merger; (b) vote the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement and the other transactions contemplated by the Merger Agreement, (2) in favor of any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Shareholders, (3) Shares against any action, proposal, transaction action or agreement that could reasonably be expected to (A) would result in a breach of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of the Company T contained in under the Merger Agreement, ; (Bc) result in a breach of vote the Shares against any representation, warranty, covenant or other obligation action or agreement of such Company T Shareholder contained in this Agreement, or (C) that would impede, interfere with, delay, discouragepostpone or attempt to discourage the Merger including, adversely affect but not limited to, (i) any extraordinary corporate transaction (other than the Merger), such as a merger, other business combination, reorganization or inhibit liquidation involving the timely consummation Company, (ii) a sale or transfer of a material amount of assets of the Merger Company or change in any manner the voting rights of any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T)its Subsidiaries, (4iii) against any Acquisition Proposal, and (5) against any change in the composition of the management or board of directors of the Company, except as otherwise agreed to in writing by the Purchaser, (iv) any material change in the present capitalization of the Company, or (v) any other material change in the corporate structure or business of the Company; and (d) without limiting the foregoing, consult with the Purchaser prior to any such vote and vote such Shares in such manner as is determined by the Purchaser to be in compliance with the provisions of this Section 1. The Shareholder acknowledges receipt and review of a copy of the Merger Agreement. In furtherance thereof, the Shareholder hereby grants to the Purchaser an irrevocable proxy to vote the Shares in accordance with the terms and conditions of this Agreement, it being understood that such proxy is coupled with an interest. Notwithstanding the foregoing, if the Board of Directors of the Company T enters into an agreement with another person or entity to effect a Superior Offer (other than such changes contemplated by as defined in the Merger Agreement). (b, and the Company is not otherwise in violation of its obligations under Section 5(g) Each Company T of the Merger Agreement, then the obligations of the Shareholder shall retain at all times the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generally1, and the proxy granted by this Section 1, may be terminated by the Shareholder.

Agreement to Vote. Each Stockholder agrees that: (ai) During the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its terms, each Company T Shareholder hereby irrevocably and unconditionally agrees that at an any annual or extraordinary general special meeting of the shareholders stockholders of Company T the Company, and at any other meeting of the shareholders of Company T, however called, including any adjournment, recess adjournment or postponement thereof, or in connection with any action proposed to be taken by written consent of the shareholders stockholders of the Company T and in any other circumstance upon which or circumstances where a vote, consent or other approval of all such Stockholder with respect to the Merger Agreement, the CVR Agreement, the Merger or some any of the shareholders of Company T other Transactions is sought, it shall, and such Stockholder shall (or shall cause any the applicable holder of record to) irrevocably and unconditionally be present (in person or by proxy) for purposes of constituting a quorum and vote, or cause to be voted, or exercise its Covered Shares right to consent with respect to, in each case to including by executing a written consent if requested by the extent that the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause Company, all of its Covered Subject Shares in favor of any matter presented to be counted as present thereat the stockholders of the Company that are necessary to the consummation of the Merger or any other Transaction, including in favor of any proposal to adjourn or postpone to a later date any meeting of the stockholders of the Company at which any of the foregoing matters are submitted for purposes consideration and a vote of calculating a quorum and respond to each request by Company T for written consent, if anythe stockholders of the Company; and (ii) at any annual or special meeting of the stockholders of the Company, and at any adjournment or postponement thereof, or in any other circumstances where a vote, consent or other approval of the stockholders of the Company is sought, such Stockholder shall vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its Covered Subject Shares (1A) against any Acquisition Proposal or any action which is a component of any Acquisition Proposal; (B) against any action or entering into any agreement (including a Specified Agreement) or proposal made in favor of opposition to or in competition with the approval and authorization consummation of the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement and the or any other transactions contemplated by the Merger Agreement, (2) in favor of any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Shareholders, (3) against any action, proposal, transaction agreement or agreement proposal involving the Company or any of its Subsidiaries that could would reasonably be expected to (A) result in a breach of any representationcovenant, warranty, covenant representation or other obligation or agreement warranty of the Company T contained in under the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in this Agreement, or ; (C) impedeagainst any other action, interfere with, delay, discourage, adversely affect agreement or inhibit the timely consummation of the Merger or change proposal that would in any manner (1) change the voting rights of any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition capital stock of the board Company or (2) otherwise reasonably be expected to frustrate, prevent, interfere with or impede or nullify the Offer or any provision of directors of Company T (other than such changes contemplated by the Merger Agreement). (b) Each Company T Shareholder shall retain at all times , the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without Merger or any other limitation on those matters other than those set forth in Section 2.1(a) Transaction. Each Stockholder further agrees that are at it shall not commit or agree to take any time or from time to time presented for consideration to Company T Shareholders action inconsistent with any provision of Company T generallythe immediately preceding sentence.

Agreement to Vote. Each Stockholder, severally and not jointly, ----------------- agrees that: (a) During the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its terms, each Company T Shareholder hereby irrevocably and unconditionally agrees that at an annual or extraordinary general At any meeting of the shareholders of Company T and at any other meeting stockholders of the shareholders of Company Tcalled to vote upon the Merger Agreement and the transactions contemplated thereby, however called, including or at any adjournment, recess adjournment thereof or postponement thereof, in connection with any written consent of the shareholders holders of Company T and Common Stock or in any other circumstance circumstances upon which a vote, consent or other approval of all or some of with respect to the shareholders of Company T Merger Agreement and the transactions contemplated thereby is sought, it shall, the Stockholder shall be present (in person or by proxy) and shall cause any holder of record of its Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating a quorum and respond to each request by Company T for written consent, if any; and (ii) vote (or cause to be voted)) all Subject Shares then held of record or beneficially owned by such Stockholder in favor of the Merger and the Merger Agreement and the transactions contemplated thereby. (b) At any meeting of stockholders of the Company, in person or by proxyhowever called, or deliver at any adjournment thereof or in connection with any written consent of the holders of Common Stock or in any other circumstances upon which a vote, consent or other approval is sought, the Stockholder shall vote (or cause to be deliveredvoted) a written consent coveringall Subject Shares then held of record or beneficially owned by such Stockholder against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, all of its Covered Shares (1) in favor of the approval and authorization of interfere with, delay, postpone or attempt to discourage the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement and Offer or the other transactions contemplated by this Agreement and the Merger Agreement, including, but not limited to: (2i) in favor of any related proposal Acquisition Proposal; (ii) any action that is necessary likely to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Shareholders, (3) against any action, proposal, transaction or agreement that could reasonably be expected to (A) result in a breach in any respect of any representation, warranty, covenant or any other obligation or agreement of the Company T contained under the Merger Agreement or result in any of the conditions set forth in Exhibit A to the Merger Agreement not being fulfilled; (iii) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company and its Subsidiaries; (iv) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries or a reorganization, recapitalization, dissolution, winding up or liquidation of the Company and its Subsidiaries; (v) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by Purchaser; (vi) any material change in the present capitalization or dividend policy of the Company; or (vii) any other material change in the Company's corporate structure, business, certificate of incorporation or by-laws. (c) Each of the Stockholders hereby irrevocably grants to, and appoints Xxxxxx X. xxx Xxxxxxxxxxxx and Xxxx X. Xxxxx, or either of them, in their respective capacities as officers or directors of Purchaser, and any individual who shall hereafter succeed to any such office or directorship of Purchaser, and each of them individually, such Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the Subject Shares in favor of the Merger, the Merger Agreement and the transactions contemplated thereby, against any Acquisition Proposal and as otherwise contemplated by this Section 4. Each of the Stockholders represents that any proxies heretofore given in respect of the Subject Shares are not irrevocable, and that any such proxies are hereby revoked. (d) Each of the Stockholders understands and acknowledges that Purchaser and Merger Sub are entering into the Merger Agreement in reliance upon each of the Stockholders' execution and delivery of this Agreement. Each of the Stockholders hereby affirms that the irrevocable proxy set forth in this Section 4 is given in connection with the execution of the Merger Agreement, (B) result in a breach and that such irrevocable proxy is given to secure the performance of any representation, warranty, covenant or other obligation or agreement the duties of such Company T Shareholder contained in the Stockholders under this Agreement, or (C) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation . Each of the Merger or change Stockholders hereby further affirms that the irrevocable proxy is coupled with an interest. Such irrevocable proxy is executed and intended to be irrevocable in any manner accordance with the voting rights provisions of any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T), (4Section 212(e) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T (other than such changes contemplated by the Merger Agreement)Delaware General Corporation Law. (b) Each Company T Shareholder shall retain at all times the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generally.

Agreement to Vote. (a) During Each Principal Company Stockholder, ----------------- severally and not jointly, hereby agrees that during the period commencing time this Agreement is in effect, at any meeting of the stockholders of the Company, however called, and in any action by consent of the stockholders of the Company, such stockholder will vote (A) all of the Shares set forth opposite such stockholder's name on Schedule I hereto and (B) any and all Shares acquired by ---------- such Stockholder on or after the date hereof hereof, subject to the termination of this Agreement pursuant to Section 6.1 hereof, (i) in favor of the Merger, the Merger Agreement (as it may be amended from time to time) and continuing the transactions contemplated by the Merger Agreement and (ii) against any Acquisition Proposal (as defined in the Merger Agreement) or any other 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 which would result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled. In order to effect the intentions of the parties hereunder, each Principal Company Stockholder hereby constitutes and appoints Xxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxx, either of whom may act without the joinder of the other, as his or its true and lawful proxy and attorney-in-fact to vote any and all of the Shares owned by such stockholder at the Stockholders Meeting (as defined in the Merger Agreement). Each Principal Company Stockholder acknowledges that the proxy granted hereby is irrevocable, being coupled with an interest, and that such proxy will continue until the termination of this Agreement in accordance with its terms. (b) The Company, each Company T Shareholder hereby irrevocably and unconditionally agrees that at an annual or extraordinary general meeting in its capacity as the holder of all of the shareholders issued and outstanding shares of Company T and at any other meeting capital stock of the shareholders of Company TChancellor Radio Broadcasting Company, however calleda Delaware corporation, including any adjournment, recess or postponement thereof, in connection with any written consent of the shareholders of Company T and in any other circumstance upon which a vote, consent or other approval of all or some of the shareholders of Company T is sought, it shall, and shall cause any holder of record of its Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating on the Merger, hereby agrees that during the time this Agreement is in effect, the Company will execute a quorum and respond to each request by Company T for written consent, if any; and (ii) vote (or cause subject to be voted)the termination of this Agreement pursuant to Section 6.1 hereof, in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its Covered Shares (1) in favor of the approval and authorization of approving the Merger, the Plan of Merger Agreement (as it may be amended from time to time) and the approval and adoption of the Merger Agreement and the other transactions contemplated by the Merger Agreement, and the Company shall not rescind or revoke such consent. (2c) The Principal Evergreen Stockholder hereby agrees that during the time this Agreement is in effect, at any meeting of the stockholders of Evergreen, however called, and in any action by consent of the stockholders of Evergreen, such stockholder will vote (A) all of the shares of Evergreen Common Stock set forth opposite such stockholder's name on Schedule I hereto and (B) any and all ---------- shares of Evergreen Common Stock acquired by such stockholder on or after the date hereof, subject to the termination of this Agreement pursuant to Section 6.1 hereof, (i) in favor of any related proposal that is necessary to consummate the Merger, the Merger Agreement (as it may be amended from time to time) and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Shareholders, and (3ii) against any action, proposal, transaction Acquisition Proposal or any other action or agreement that could reasonably be expected to (A) would result in a breach of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of Company T contained Evergreen under the Merger Agreement or which would result in any of the conditions to Evergreen's obligations under the Merger Agreement not being fulfilled. In order to effect the intentions of the parties hereunder, the Principal Evergreen Stockholder hereby constitutes and appoints Xxxxxx X. Xxxxx and Xxxxxxxx X. Xxxxxx, Xx., either of whom may act without the joinder of the other, as his or its true and lawful proxy and attorney-in-fact to vote any and all of the shares of Evergreen Common Stock owned by such stockholder at the Evergreen Stockholders Meeting (as defined in the Merger Agreement). The Principal Evergreen Stockholder acknowledges that the proxy granted hereby is irrevocable, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in this Agreement, or (C) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or change in any manner the voting rights of any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposalbeing coupled with an interest, and (5) against any change that such proxy will continue until the termination of this Agreement in the composition of the board of directors of Company T (other than such changes contemplated by the Merger Agreement)accordance with its terms. (b) Each Company T Shareholder shall retain at all times the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generally.

Agreement to Vote. (a) During Each Stockholder hereby agrees that, during the period commencing on Voting Period, such Stockholder shall vote or execute consents, as applicable, with respect to the date hereof Owned Shares and continuing until the termination of this Agreement in accordance with its terms, each Company T Shareholder hereby irrevocably and unconditionally agrees that at an annual or extraordinary general meeting any New Shares owned by such Stockholder as of the shareholders of Company T and at any other meeting of the shareholders of Company T, however called, including any adjournment, recess or postponement thereof, in connection with any written consent of the shareholders of Company T and in any other circumstance upon which a vote, consent or other approval of all or some of the shareholders of Company T is sought, it shall, and shall cause any holder of applicable record of its Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating a quorum and respond to each request by Company T for written consent, if any; and (ii) vote date (or cause to be voted), in person voted or by proxy, or deliver (or cause a consent to be delivered) a written consent covering, all executed with respect to the Owned Shares or any New Shares owned by such Stockholder as of its Covered Shares (1the applicable record date) in favor of the approval and authorization of the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement and the other transactions contemplated by the Merger Agreement, at any meeting (2or any adjournment or postponement thereof) of, or in favor connection with any proposed action by written consent of, the holders of Company Stock at or in connection with which any related proposal that is necessary of the holders vote or execute consents with respect to consummate any of the foregoing matters. (b) Subject to Section 3.2 hereof, each Stockholder hereby agrees that, during the Voting Period, such Stockholder shall vote or execute consents, as applicable, with respect to the Owned Shares and any New Shares owned by such Stockholder as of the applicable record date (or cause to be voted or a consent to be executed with respect to the Owned Shares and any New Shares owned by such Stockholder as of the applicable record date) against each of the matters set forth in clauses (i), (ii), (iii) and (iv) below at any meeting (or any adjournment or postponement thereof) of, or in connection with any proposed action by written consent of, the holders of Company Stock at or in connection with which any of the holders vote or execute consents with respect to any of the following matters: (i) any merger agreement or merger (other than the Merger and Agreement, the transactions contemplated Merger or any business combination or transaction with Parent or any of its affiliates), consolidation, combination, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Merger Agreement which Company or any other business combination or extraordinary corporate transaction involving the Company or any of its Subsidiaries, or any sale, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries; (ii) any amendment of the Company’s certificate of incorporation, as amended to date, unless such amendment is considered at any such meeting of Company T Shareholders, consented to by Parent; (3iii) against any action, proposal, transaction or agreement that could would reasonably be expected to (A) result in a breach in any respect of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of the Company T contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant Agreement or other obligation or agreement of such Company T Shareholder Stockholder contained in this Agreement; and (iv) any action, proposal, transaction or (C) agreement involving the Company or any of its Subsidiaries that would reasonably be expected to prevent, impede, frustrate, interfere with, delay, discourage, postpone or adversely affect or inhibit the timely consummation of the Merger or change in any manner and the voting rights of any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T (other than such changes transactions contemplated by the Merger Agreement). (bc) Each Company T Shareholder Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall retain at all times be cast or executed in accordance with the right applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. Nothing contained in this Section 2.1 shall require any Stockholder to vote such Company T Shareholder’s Covered or execute any consent with respect to any Option Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) or RSU Shares not issued to the Stockholder prior to the applicable record date for that are at any time vote or from time to time presented for consideration to Company T Shareholders of Company T generallyconsent.

Agreement to Vote. (a) During Prior to the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its termsTermination Date, each Company T Shareholder hereby Holder irrevocably and unconditionally agrees that it shall, at an annual or extraordinary general any meeting of the shareholders of Company T and at any other meeting stockholders of the shareholders of Company T(whether annual or special and whether or not an adjourned or postponed meeting), however called, including any adjournment, recess or postponement thereof, in connection with any written consent of the shareholders of Company T and in any other circumstance upon which a vote, consent or other approval of all or some of the shareholders of Company T is sought, it shall, and shall cause any holder of record of its Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause all of its Covered the Shares to be counted as present thereat at such meeting for purposes purpose of calculating establishing a quorum and respond vote, or cause to each request by Company T for written consentbe voted at such meeting, if anyall Shares: (a) in favor of the Liberty Parent Share Issuance; and (b) against (i) any agreement, transaction or proposal that relates to a Competing Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Master Transaction Agreement or inconsistent with the Transaction or matters contemplated by the Master Transaction Agreement; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Master Transaction Agreement; (iii) any action or agreement that would result in (x) any condition to the consummation of the Transaction set forth in Article V of the Master Transaction Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s Corporate Documents); and (iv) any other action that would reasonably be expected to materially impede, interfere with, delay, discourage, postpone or adversely affect any of the transactions contemplated by the Master Transaction Agreement, including the Transaction, or this Agreement. Any attempt by Holder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of), the Shares in contravention of this Section 3.1 shall be null and void ab initio. If Holder is the Beneficial Owner, but not the holder of record, of any Shares, Holder agrees to take all actions necessary to cause the holder of record and any nominees to vote (or exercise a consent with respect to) all of such 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 the Shares to amend, modify or waive any provision of the Master Transaction Agreement in person a manner that increases the amount, changes the form of, imposes any material restrictions on or by proxyadditional material conditions on the payment of the Share Consideration, extends the Termination Date (as defined in the Master Transaction Agreement) or deliver otherwise adversely affects such Holder of the Company (in his or cause to be delivered) a written consent covering, all of its Covered Shares (1her capacity as such) in favor of any material respect. Notwithstanding anything to the approval and authorization of the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement and the other transactions contemplated by the Merger Agreement, (2) in favor of any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Shareholders, (3) against any action, proposal, transaction or agreement that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained contrary in this Agreement, each Holder shall remain free to vote (or (Cexecute consents or proxies with respect to) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or change in Shares with respect to any manner the voting rights of any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T (matter other than such changes contemplated by the Merger Agreement). (b) Each Company T Shareholder shall retain at all times the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those as set forth in Section 2.1(a3.1(a) that are at and Section 3.1(b) in any time or from time to time presented for consideration to Company T Shareholders manner such Holder deems appropriate, including in connection with the election of Company T generallydirectors of the Company.

Agreement to Vote. (a) During the period commencing on Each Unitholder hereby irrevocably and unconditionally agrees that, from the date hereof and continuing until the termination of this Agreement in accordance with its termsSection 5.1 (the “Agreement Term”), such Unitholder shall (i) take all such actions as may be required to cause each Company T Shareholder hereby irrevocably and unconditionally agrees that Covered Unit held by such Unitholder to be present, in person or by proxy, at an annual or extraordinary general any duly called meeting of the shareholders unitholders of Company T and the Member in connection with the Master Transaction Agreement or any transaction contemplated by the Master Transaction Agreement, including at any other meeting of the shareholders of Company T, however called, including any adjournment, recess adjournment or postponement thereof, in connection with any written consent of the shareholders of Company T and in any other circumstance upon which a vote, consent or other approval of all or some of the shareholders of Company T is sought, it shall, and shall cause any holder of record of its Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating establishing a quorum and respond to each request by Company T for written consent, if any; and (ii) at any such meeting, including at any adjournment or postponement thereof, and on every action or approval by written consent by the unitholders of the Member, vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent coveringthe extent entitled to vote thereon, all of its the Covered Shares Units held by such Unitholder: (1a) in favor of (1) the approval and authorization of Member’s entry into the Merger, the Plan of Merger and the approval and adoption of the Merger Master Transaction Agreement and the other transactions contemplated by the Merger Agreement, (2) in favor of any related proposal that is necessary to consummate the Merger and the transactions contemplated by thereby, including the Merger Agreement which is considered at Contribution, and (2) the approval of any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes for the approval of Company T ShareholdersMember’s entry into the Master Transaction Agreement and the transactions contemplated thereby, including the Contribution; and (3b) against (1) any action, proposal, transaction or agreement action that could would reasonably be expected to (A) result in a breach of or failure to perform, in any material respect, any representation, warranty, covenant or other obligation or agreement of Company T contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant Member under the Master Transaction Agreement or other obligation or agreement of such Company T Shareholder contained in Unitholder under this Agreement, or and (C2) any action that would reasonably be expected to prevent, impede, frustrate, interfere with, delay, discourage, postpone or adversely affect or inhibit the timely consummation of the Merger or change in any manner the voting rights of any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T (other than such changes transactions contemplated by the Merger Master Transaction Agreement (in contravention of the terms and conditions of the Master Transaction Agreement). (b) Each Company T Shareholder shall retain at all times the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generally.

Agreement to Vote. (a) During the period commencing on the date hereof and continuing until the termination term of this Agreement in accordance with its termsand at such time as Holding Company conducts the Holding Company Shareholders Meeting, each Company T Shareholder hereby irrevocably and unconditionally agrees that at an annual to vote or extraordinary general meeting cause to be voted all of the shareholders of Company T and at any other meeting of the shareholders of Company T, however called, including any adjournment, recess or postponement thereof, in connection with any written consent of the shareholders of Company T and in any other circumstance upon which a vote, consent or other approval of all or some of the shareholders of Company T is sought, it shallShares, and shall to cause any holder of record of its Covered the Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each all such meeting or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating a quorum and respond to each request by Company T for written consent, if any; and (ii) vote (or cause to be voted)Shares, in person or by proxy, or deliver : (or cause to be delivered) a written consent covering, all of its Covered Shares (1i) in favor of the approval and authorization of the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement and the other transactions contemplated by Holding Company Articles Amendment at the Merger AgreementHolding Company Shareholders Meeting; and (ii) against (A) any Acquisition Proposal, (2B) any action, proposal, transaction or agreement which could reasonably be expected to result ​ in favor a breach of any related proposal that is necessary to consummate the Merger and the transactions contemplated by covenant, representation or warranty or any other obligation or agreement of Holding Company or Bank Subsidiary under the Merger Agreement which is considered at any such meeting or of Company T Shareholders, Shareholder under this Agreement and (3C) against any action, proposal, transaction or agreement that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in this Agreement, or (C) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or change in any manner the voting rights fulfillment of any class conditions of shares of Towne, Towne Merger Sub, Holding Company T (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T (other than such changes contemplated by or Bank Subsidiary under the Merger Agreement). (b) Each Company T . Notwithstanding anything in this Agreement to the contrary, Shareholder shall retain not be obligated to vote as required in this Section 1 in the event that (i) Towne is at all times the time of the Holding Company Shareholders Meeting in material default with respect to any covenant, representation, warranty or agreement with respect to it contained in the Merger Agreement that would give Holding Company and Bank Subsidiary the right not to vote such consummate the Transaction under the Merger Agreement or (ii) the Board of Directors of Holding Company T Shareholder’s Covered Shares have effected a Change of Recommendation in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth accordance with Section 5.5 of the Merger Agreement, provided that Shareholder has delivered a Written Termination Notice to Towne in accordance with Section 2.1(a5(b) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generallythis Agreement.

Agreement to Vote. (a) During Each Stockholder hereby agrees severally and not jointly that during the period commencing on Voting Period, at the date hereof and continuing until the termination of this Agreement in accordance with its terms, each Company T Shareholder hereby irrevocably and unconditionally agrees that at an annual or extraordinary general meeting of the shareholders of Company T Stockholders Meeting and at any other meeting of the shareholders stockholders of Company Tthe Company, however called, including any adjournment, recess or postponement thereof, in connection with any written consent of the shareholders of Company T and in any other circumstance upon which a vote, consent or other approval of all or some of the shareholders of Company T is sought, it such Stockholder shall, and shall cause any holder of record of its Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon thereon, or in any other circumstance in which the vote, consent theretoor other approval of the stockholders of the Company is sought: (i) appear at each such meeting or otherwise cause all of its the Covered Shares Beneficially Owned by such Stockholder as of the applicable record date to be counted as present thereat for purposes of calculating a quorum and respond to each request by Company T for written consent, if anyquorum; and (ii) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its such Stockholder’s Covered Shares over which such Stockholder has voting power as of the applicable record date (1w) in favor of the approval and authorization of the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement, (x) in favor of any related proposal in furtherance of the Merger and the transactions contemplated by the Merger Agreement, (y) against any action or agreement that would result in a material breach of any material representation, warranty, covenant or agreement of the Company contained in the Merger Agreement, or of such Stockholder contained in this Agreement and (z) against any Takeover Proposal. (b) Notwithstanding anything herein to the contrary (i) nothing in this Agreement, including this Section 2.1, shall limit or restrict any affiliate or designee of any Stockholder who serves as a member of the Board of Directors of the Company in acting in his or her capacity as a director of the Company and exercising his or her fiduciary duties and responsibilities including, without limitation, taking any action in compliance with Section 5.4 of the Merger Agreement; (ii) each Stockholder shall remain free to vote (or execute consents or proxies with respect to) its Covered Shares with respect to any matter not covered by this Section 2.1 in any manner such Stockholder deems appropriate, so long as such vote (or execution of consents or proxies with respect thereto) does not violate this Agreement; and (iii) this Section 2.1 shall not require any Stockholder to vote or consent (or cause any Affiliate to vote or consent) to adopt the Merger Agreement or in favor of the Merger or any of the other transactions contemplated by the Merger Agreement, (2) in favor of any related proposal to the extent that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at has been amended or modified, or a provision therein has been waived, in any such meeting case, in a manner that (x) reduces the amount, changes the form or imposes any restrictions or additional conditions on the receipt of Company T Shareholders, the consideration to the Stockholders or (3y) against is otherwise materially adverse to the Stockholders; or (iv) vote or consent (or cause any action, proposal, transaction Affiliate to vote or agreement consent) its Covered Shares to amend the Merger Agreement or take any action that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T contained the consequences described in the Merger Agreement, foregoing clauses (Biii)(x) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in this Agreement, or and/or (C) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or change in any manner the voting rights of any class of shares of Company T (including any amendments to the memorandum and articles of association of Company Tiii)(y), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T (other than such changes contemplated by the Merger Agreement). (b) Each Company T Shareholder shall retain at all times the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generally.

Agreement to Vote. (a) During The Shareholder agrees that, during the period commencing on the date hereof and continuing until the termination of time this Agreement is in accordance with its termseffect, each Company T Shareholder hereby irrevocably he shall, and unconditionally agrees that shall cause any other holder of record of any Covered Shares to, at an annual or extraordinary general any meeting of the shareholders of the Company T (whether annual or special and at any other meeting of the shareholders of Company T, however called, including any adjournment, recess whether or postponement thereof, in connection with any written consent of the shareholders of Company T and not an adjourned or postponed meeting) or in any other circumstance circumstances upon which a vote, consent or other approval of all or some of the shareholders of the Company T is sought, it shall, and shall cause any holder of record of its Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: sought (i) when such a meeting of shareholders is held, appear at each such meeting or otherwise cause all of its the Covered Shares to be counted as present thereat for purposes the purpose of calculating establishing a quorum quorum, and respond to each request by the Company T for written consent, if any; and , (ii) vote (or cause to be voted)) at such meeting (or validly execute and return and cause such consent to be granted with respect to) all Covered Shares in favor of the Merger Agreement, including the Plan of Merger, and any proposal in person furtherance of the Contemplated Transactions, if a vote, consent or other approval (including by proxywritten consent) with respect thereto is sought, or deliver and (iii) vote (or cause to be deliveredvoted) a written at such meeting (or validly execute and return and cause such consent covering, to be granted with respect to) all of its Covered Shares (1) in favor of the approval and authorization of the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement and the other transactions contemplated by the Merger Agreement, (2) in favor of any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Shareholders, (3) against any action, proposal, transaction or agreement Acquisition Proposal and any other action that could would reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in this Agreement, or (C) impede, interfere with, delay, discourage, postpone or adversely affect or inhibit the timely consummation of the Merger or change any of the other Contemplated Transactions or result in a breach in any manner the voting rights material respect of any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T)covenant, (4) against any Acquisition Proposal, and (5) against any change in the composition representation or warranty or other obligation or agreement of the board of directors of Company T (other than such changes contemplated by under the Merger Agreement). , if a vote, consent or other approval (bincluding by written consent) Each Company T with respect thereto is sought. Except as set forth in this Section 1, the Shareholder shall retain at all times not be restricted from voting in favor of, against or abstaining with respect to any matter presented to the shareholders of the Company. In addition, nothing in this Agreement shall limit the right of the Shareholder to vote such Company T Shareholder’s any Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders connection with the election of Company T generallydirectors.

Agreement to Vote. (a) During Prior to the period commencing earlier of the Termination Date and the Effective Time, on and subject to the date hereof terms and continuing until conditions set forth herein, provided that the termination of this Merger Agreement in accordance with its termshas not been amended by a Restricted Amendment, each Company T Shareholder hereby the Holder irrevocably and unconditionally agrees that such Holder shall, at an any meeting (whether annual or extraordinary general meeting of the shareholders of Company T special and at any other meeting of the shareholders of Company Twhether or not an adjourned or postponed meeting), however called, including any adjournment, recess of the stockholders of the Company or postponement thereof, in connection the holders of the Convertible Notes or with respect to any written consent of the shareholders of Company T and in any other circumstance upon which a vote, consent or other approval of all or some stockholders of the shareholders Company or the holders of Company T is soughtthe Convertible Notes, it shall, and shall cause any holder of record of its Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause all of its the Covered Shares Securities to be counted as present thereat for purposes purpose of calculating establishing a quorum and respond to each request by Company T for written consentvote, if any; and (ii) vote (or cause to be voted), in person voted at such meeting or by proxy, or deliver (or cause to be delivered) a written consent coveringconsent, all of its Covered Shares Securities: (1a) in favor of the approval and authorization of the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement and approving any other matters necessary for the other consummation of the transactions contemplated by the Merger Agreement, including the Mergers; and (2b) against (i) any Acquisition Proposal or any other transaction, proposal, agreement or action made in favor opposition to adoption of any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which or in competition or that is considered at any such meeting of Company T Shareholders, (3) against any action, proposal, transaction inconsistent with the Mergers or agreement that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T contained in matters contemplated by the Merger Agreement, (Bii) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in this Agreement, or (C) action that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect the Mergers or inhibit any of the timely consummation other transactions contemplated by the Merger Agreement or this Agreement or any transaction that results in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of the Company or any of its Subsidiaries under the Merger Agreement, and (iii) any change in the corporate structure, business, present capitalization or dividend policy of the Company or any amendment or other change to the Company Charter or the Company Bylaws (collectively, the “Company Documents”), except as expressly permitted pursuant to the Merger Agreement. Any attempt by the Holder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of) the Covered Securities in contravention of this Section ‎3.1 shall be null and void ab initio. If the Holder is the Beneficial Owner, but not the holder of record, of any Covered Securities, the Holder agrees to take all actions necessary to cause the holder of record and any nominees to vote (or exercise a consent with respect to) all of such Covered Securities in accordance with this Section ‎3.1. Notwithstanding anything herein to the contrary in this Agreement, this Section ‎3.1 shall not require the Holder to be present (in person or by proxy) or vote (or cause to be voted) any of the Covered Securities to amend, modify or waive any provision of the Merger Agreement in a manner that changes the amount or change form of the consideration payable in the Mergers pursuant to the terms of the Merger Agreement (the “Merger Consideration”) or imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, provides for the payment by the Holder of any indemnification or other additional amounts, adds any additional covenants on the activities of the Holder (e.g. restrictive covenants) or extends the Outside Date (collectively, the “Restricted Amendments”). Notwithstanding anything to the contrary in this Agreement, the Holder shall remain free to vote (or execute consents or proxies with respect to) the Covered Securities with respect to any matter other than as set forth in Section ‎3.1(a) and Section 3.1(b) in any manner the voting rights of any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T (other than such changes contemplated by the Merger Agreement)Holder deems appropriate. (b) Each Company T Shareholder shall retain at all times the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generally.

Agreement to Vote. (a) During Each Principal Shareholder hereby agrees that at any meeting of the period commencing on Shareholders of the date hereof Company, however called, or in any action by written consent of the Shareholders, such Principal Shareholder shall: (i) vote all of the Company Common Stock owned or controlled by him in favor of this Agreement, the Plan of Merger, and continuing the Merger and the other transactions contemplated hereby and thereby, provided that the Board of Directors of the Company shall have approved such Merger; and (ii) until the termination of this Agreement pursuant to Article XIV, vote such Shares against any (A) merger, consolidation, share exchange, business combination or other similar transaction pursuant to which control of the Company would be transferred to any Person other than Parent, or (B) sale, lease, exchange, mortgage, pledge, transfer or other disposition of twenty percent (20)% or more of the Assets of the Company, taken as a whole, in accordance a single transaction or in a series of transactions. Notwithstanding the foregoing, this Section 6.1(a) shall be null and void and not binding on such Principal Shareholder unless the Principal Shareholder will receive in the Merger shares of Parent Common Stock in the same proportion or ratio as all other holders of the Company Common Stock. (b) The Principal Shareholders hereby constitute, appoint and instruct Xxxxxx Xxxxxx (the "Proxy Holder") as the Principal Shareholders' true and lawful proxy and attorney-in-fact, with its termsfull power of substitution, each Company T Shareholder hereby irrevocably and unconditionally agrees that to: (a) vote at an annual or extraordinary general any meeting of the shareholders of Shareholders, all Company T and at any other meeting Common Stock which the Principal Shareholders owned as of the shareholders of Company T, however called, including record date for such meeting (or to execute any adjournment, recess or postponement thereof, in connection with any written consent of the shareholders of Company T and in any other circumstance upon which a vote, consent or other approval of all or some Principal Shareholders of the shareholders Company in lieu of such meeting for the number of shares of the Company T is sought, it shall, and shall cause any holder of record of its Covered Shares to, in each case to the extent Common Stock that the Covered Shares are entitled to vote thereon Principal Shareholders owned as of the date of or consent thereto: (i) appear at each record date for such meeting or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating a quorum and respond to each request by Company T for written consent, if any; and (ii) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its Covered Shares (1) in favor of the approval and authorization of the Mergerthis Agreement, the Plan of Merger Merger, and the approval and adoption of the Merger Agreement and the other transactions contemplated by hereby and thereby, provided that the Merger Agreement, (2) in favor Board of any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Shareholders, (3) against any action, proposal, transaction or agreement that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in this Agreement, or (C) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation Directors of the Merger or change in any manner the voting rights of any class of shares of Company T (including any amendments to the memorandum shall have approved such Merger; and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T (other than such changes contemplated by the Merger Agreement). (b) Each until the termination of this Agreement pursuant to Article XIV, to vote at any meeting of the Shareholders of the Company, however called, all Company T Shareholder Common Stock which the Principal Shareholders owned as of the record date for such meeting (or to execute any consent of the Shareholders of the Company in lieu of such meeting for the number of Shares that the Principal Shareholders owned as of the date of or record date for such consent) against an matter referred to in Section 6.1(a)(ii)(A) and/or Section 6.1(a)(ii)(B) hereof. Such proxy shall retain be limited strictly to the power to vote Company Common Stock in the manner set forth in the preceding sentence and shall not extend to any other matters presented for vote at all times such meeting, and the Principal Shareholders shall have the right to vote such the Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without Common Stock on any other limitation on those matters other than those set forth matter whatsoever in the Principal Shareholders' sole discretion. The Principal Shareholders acknowledge that the proxy granted hereby is coupled with an interest and is irrevocable to the full extent permitted by the New Jersey Statute. In the event that the Principal Shareholders fail for any reason to vote the Principal Shareholders' Company Common Stock in accordance with the requirements of this Section 2.1(a) that are at 6.1, then the Proxy Holder shall have the right to vote the Company Common Stock in accordance with the provisions of this Section 6.1. The vote of the Proxy Holder shall control in any time or from time to time presented for consideration to conflict between the vote by the Proxy Holder of Company T Common Stock and a vote by the Principal Shareholders of Company T generallyCommon Stock. Notwithstanding the foregoing, this Section 6.1(b) shall be null and void and not binding on the Principal Shareholders unless the Principal Shareholders will receive in the Merger shares of Parent Common Stock in the same proportion or ratio as all other holders of the Company Common Stock.

Agreement to Vote. (a) During the period commencing on the date hereof At each and continuing until the termination of this Agreement in accordance with its terms, each Company T Shareholder hereby irrevocably and unconditionally agrees that at an annual or extraordinary general every meeting of the shareholders of Company T and at any other meeting stockholders of the shareholders of Company Theld prior to the Termination Date, however called, including any adjournment, recess and at every adjournment or postponement thereofthereof prior to the Termination Date, or in connection with any each and every written consent of, or any other action by, the stockholders of the shareholders of Company T and in any other circumstance upon which a given or solicited prior to the Termination Date, each Stockholder will vote, grant its proxy or provide a consent with respect to, or other approval of all or some of the shareholders of Company T is sought, it shall, and shall cause any the holder of record of on any applicable record date to vote, grant its Covered Shares proxy or provide a consent with respect to, in each case to all of the extent that the Covered Subject Shares are entitled to vote or to consent thereon or consent thereto: (i) appear at each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating a quorum and respond to each request by Company T for written consent, if any; and (ii) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its Covered Shares (1) in favor of the approval and authorization adoption of an agreement to effect Buyer’s acquisition of the Company or the Company’s merger into Buyer or a subsidiary of Buyer, as the case may be (a “Merger Agreement”) and Buyer’s acquisition of the Company or the Company’s merger into Buyer or a subsidiary of Buyer, as the case may be (the “Merger”), at Buyer’s sole discretion and (ii) against any amendment of the Company’s certificate of incorporation or bylaws or any other proposal or transaction involving the Company, the Plan effect of Merger and the approval and adoption of which amendment or other proposal or transaction is to delay, impair, prevent or nullify the Merger Agreement and the other transactions contemplated by the Merger Agreement, (2) in favor of any related proposal that is necessary to consummate the Merger and or the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Shareholders, (3) against any action, proposal, transaction or agreement that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in this Agreement, or (C) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or change in any manner the voting rights of any class capital stock of shares of Company T (including any amendments to the memorandum Company, and articles of association of Company T), (4) against any Acquisition Proposalother action or agreement that would result in a breach in any material respect of any covenant, and (5) against representation or warranty or any change in the composition other obligation or agreement of the board of directors of Company T (other than such changes contemplated by or its stockholders under the Merger Agreement). Notwithstanding any other provision of this Agreement, each Stockholder’s obligations under this Section 2.2(a) shall not extend to any modification or amendment to the Merger Agreement unless such Stockholder otherwise agrees in a subsequent writing. (b) Each Company T Shareholder shall retain at all times No Stockholder will enter into any agreement with any Person (other than Buyer) prior to the right Termination Date (with respect to vote such Company T Shareholder’s Covered periods prior to or after the Termination Date) directly or indirectly to vote, consent, grant any proxy or give instructions with respect to the voting of, the Subject Shares in such Company T Shareholder’s sole discretion and without any other limitation on those respect of the matters other than those set forth described in Section 2.1(a2.2(a) hereof, or the effect of which would be inconsistent with or violate any provision contained in this Section 2.2. Any vote or consent (or withholding of consent) by any Stockholder that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generallyis not in accordance with this Section 2.2 will be considered null and void.

Agreement to Vote. (a) During the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its terms, each Company T Y Shareholder hereby irrevocably and unconditionally agrees that at an annual or extraordinary general meeting of the shareholders of Company T Y and at any other meeting of the shareholders of Company TY, however called, including any adjournment, recess or postponement thereof, in connection with any written consent of the shareholders of Company T Y and in any other circumstance upon which a vote, consent or other approval of all or some of the shareholders of Company T Y is sought, it shall, and shall cause any holder of record of its Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating a quorum and respond to each request by Company T Y for written consent, if any; and (ii) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its Covered Shares (1) in favor of the approval and authorization of the Mergerissuance of Class A ordinary shares, the Plan of Merger and the approval and adoption par value US$0.00001 per share, of the Company (including those represented by American depositary shares), constituting the Merger Agreement and the other transactions contemplated by Consideration (as such term is defined in the Merger Agreement), to the Company T Shareholders, (2) in favor of any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement, on the terms contemplated by the Merger Agreement including the Merger Consideration contemplated by the Merger Agreement, which is considered at any such meeting of Company T Y Shareholders, (3) against any action, proposal, transaction or agreement that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T Y contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Y Shareholder contained in this Agreement, or (C) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or change in any manner the voting rights of any class of shares of Company T Y (including any amendments to the memorandum and articles of association of Company TY, other than such amendments contemplated by the Merger Agreement and/or any amendments that will not (i) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or (ii) have a disproportionate adverse effect on Company T shareholders relative to current holders of Company Y’s Class A Ordinary Shares), (4) against any Acquisition Competing Proposal, and (5) against any change in the composition of the board of directors of Company T Y (other than such changes contemplated by the Merger Agreement). (b) Each Company T Y Shareholder shall retain at all times the right to vote such Company T Y Shareholder’s Covered Shares in such Company T Y Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Y Shareholders of Company T Y generally.

Agreement to Vote. (a) During the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its terms, each Company T Shareholder hereby irrevocably and unconditionally agrees that at an annual or extraordinary general At any meeting of the shareholders of the Company T and at any other meeting called for purposes that include approval of the shareholders of Company TMerger Agreement, the Transactions or any Acquisition Transaction, however called, including or at any adjournment, recess or postponement adjournment thereof, or in connection with any written consent of the shareholders holders of shares of Company T and Common Stock, or in any other circumstance upon circumstances in which a the Stockholders are entitled to vote, consent or give any other approval of all or some of the shareholders of Company T is sought, it shall, and shall cause any holder of record of its Covered Shares to, in each case with respect to the extent that Merger Agreement, the Covered Shares are entitled Transactions or any Acquisition Transaction, each Stockholder hereby irrevocably agrees to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating a quorum and respond to each request by Company T for written consent, if any; and (ii) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its Covered Subject Shares (1) in favor of the adoption and approval and authorization of the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement and the Transactions and the approval of the terms thereof and each of the other transactions actions contemplated by this Agreement or the Merger Agreement, and any amendments hereto or thereto. At any meeting of shareholders of the Company, however called, or at any adjournment thereof, or in connection with any written consent of the holders of shares of Company Common Stock or in any other circumstances in which the Stockholders are entitled to vote, consent or give any other approval, except as otherwise agreed to in writing in advance by Merger Sub, each Stockholder shall vote (2or cause to be voted) its Subject Shares against the following actions: (i) any action or agreement that would result in favor a breach of any related proposal that is necessary to consummate covenant, representation or warranty or any other obligation or agreement of the Merger and the transactions contemplated by Company under the Merger Agreement which is considered at or of the Stockholders hereunder, or that would result in any such meeting of Company T Shareholders, the conditions set forth in the Merger Agreement not being satisfied; or (3ii) against any action, proposal, transaction action or agreement that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in this Agreement, or (C) impede, interfere with, delay, discouragepostpone or attempt to discourage the Merger and/or the other Transactions, adversely affect or inhibit including, but not limited to: (A) the timely consummation adoption by the Company of a proposal regarding (1) the acquisition of the Company by merger, tender offer or otherwise by any person other than Merger Sub or any designee thereof (a "Third Party"), or any other merger, combination or similar transaction with any Third Party; (2) the acquisition by a Third Party of 5% or more of the assets of the Company and its subsidiaries, taken as a whole (whether by the acquisition of assets or securities of, or any merger, consolidation or other business combination involving, the Company or any of its subsidiaries); (3) the acquisition by a Third Party of 5% or more of the outstanding shares of Company Common Stock, or (4) the repurchase by the Company and/or any of its subsidiaries of 5% or more of the outstanding shares of Company Common Stock; (B) any amendment of the Company's Certificate of Incorporation or By-laws or other proposal or transaction involving the Company or any of its subsidiaries, which amendment or other proposal or transaction could in any manner reasonably be expected to impede, delay, prevent or nullify the Merger, the Merger Agreement or the Transactions, or change in any manner the rights and privileges, including, without limitation, voting rights of any class of shares of Company T the Company's capital stock; (including any amendments to the memorandum and articles of association of Company T), (4C) against any Acquisition Proposal, and (5) against any change in the composition of the management or board of directors of the Company T (other than such changes contemplated by that could in any manner reasonably be expected to impede, delay, prevent or nullify the Merger, the Merger Agreement). Agreement or the Transactions; (bD) any change in the present capitalization or dividend policy of the Company; or (E) any other material change in the Company's corporate structure or business. Each Company T Shareholder Stockholder shall retain at all times the right not commit or agree to vote such Company T Shareholder’s Covered (or cause to be voted) its Subject Shares in favor of any such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generallyaction.

Agreement to Vote. (a) During Each Stockholder hereby agrees that during the period commencing on the date hereof and continuing until the termination term of this Agreement (as described in accordance with its termsSection 5.2), each at the Company T Shareholder hereby irrevocably and unconditionally agrees that at an annual or extraordinary general meeting of the shareholders of Company T Stockholders Meeting and at any other meeting of the shareholders stockholders of Company Tthe Company, however called, including any adjournment, recess or postponement thereof, and in connection with any written consent of the shareholders of Company T and in any other circumstance upon which a vote, consent or other approval of all or some stockholders of the shareholders of Company T is soughtCompany, it shall, and shall cause any holder of record of its Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (ia) appear at each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating a quorum and respond to each request by Company T for written consent, if anyquorum; and (iib) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its Covered Shares (1i) in favor of the approval and authorization of the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement and the other transactions contemplated by the Merger Agreement, (2ii) in favor of any related proposal that is necessary to consummate in furtherance of the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T ShareholdersAgreement, (3iii) against any action, proposal, transaction or agreement that could would reasonably be expected to result in (A) result a material breach of any material representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or (B) a material breach of any representation, warranty, covenant or other agreement or obligation or agreement of Company T contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder Stockholder contained in this Agreement; (iv) against any Takeover Proposal; and (v) against any amendment of the Company’s Organizational Documents (other than the amendments of the Company’s Organizational Documents resulting from the Merger), or (C) which amendment would in any manner delay, impede, interfere withfrustrate, delayprevent or nullify the Merger, discourage, adversely affect the Merger Agreement or inhibit the timely consummation any of the other transactions contemplated by the Merger Agreement or change in any manner the voting rights of any each class of shares of Company T (including Common Stock. Each Stockholder further agrees not to commit or agree to take any amendments action inconsistent with the foregoing. Notwithstanding anything to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change contrary in the composition immediately two preceding sentences, such Stockholder shall not be required to vote or consent (or cause any Affiliate to vote or consent) in favor of the board Merger Agreement or any of directors the transactions contemplated thereby, to the extent that the Merger Agreement has been amended in any manner that is materially adverse in the aggregate to the stockholders of the Company T (other than which shall be deemed to include any decrease in price or form of consideration). Notwithstanding the foregoing, each Stockholder shall remain free to vote (or execute consents or proxies with respect to) the Covered Shares with respect to any matter not covered by this Section 2.1 in any manner such changes Stockholder deems appropriate, so long as such vote (or execution of consents or proxies with respect thereto) would not reasonably be expected to adversely affect, impede, interfere with, or prevent or delay, the consummation of the transactions contemplated by the Merger Agreement)Agreement and the conditions thereof being met. (b) Each Company T Shareholder shall retain at all times the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generally.

Agreement to Vote. (a) During the period commencing on The Stockholder hereby agrees, from and after the date hereof and continuing until the termination of date on which this Agreement in accordance with its termsis terminated pursuant to Section 4.1, each Company T Shareholder hereby irrevocably and unconditionally agrees that at an annual or extraordinary general any meeting of the shareholders of Company T and at any other meeting stockholders of the shareholders of Company TCompany, however called, including at any adjournment, recess or postponement adjournment thereof, and in connection with any written consent of the shareholders of Company T and in any other circumstance upon which a vote, consent or other approval of all or some stockholders of the shareholders of Company T is soughtCompany, it shall, and shall cause any holder of record of its Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (i) to appear at each such meeting or otherwise cause all of its Covered the Shares to be counted as present thereat for purposes of calculating a quorum quorum; and respond to each request by Company T for written consent, if any; and (ii) to vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, in lieu thereof) all of its Covered the Shares that the Stockholder is entitled to vote (1or deliver a written consent with respect thereto) in favor at the time of any vote or written consent (A) to adopt the Merger Agreement, and approve any actions related thereto as and when such Merger Agreement or such other actions are submitted for the consideration and vote of the approval and authorization stockholders of the MergerCompany, (B) against any Alternative Proposal, without regard to the Plan terms of Merger and the approval and such Alternative 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 and the other transactions contemplated by the Merger Agreement, Agreement and (2C) in favor of against any related proposal other action that is necessary to consummate the Merger and intended or could prevent, impede, or, in any material respect, interfere with, delay the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Shareholders, (3) against any action, proposal, transaction or agreement that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in this Agreement, or (C) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or change in any manner the voting rights of any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T (other than such changes contemplated by the Merger Agreement). (b) Each Nothing in this Agreement, including this Section 1.1(a), shall limit or restrict any affiliate or designee of the Stockholder who serves as a member of the Board of Directors in acting in his or her capacity as a director of the Company T Shareholder and exercising his or her fiduciary duties and responsibilities, it being understood that this Agreement shall retain at all times apply to the right Stockholder solely in its capacity as a stockholder of the Company and shall not apply to any such affiliate or designee’s actions, judgments or decisions as a director of the Company. (c) Notwithstanding anything to the contrary herein, (i) in the event that a vote such of the stockholders of the Company T Shareholder’s Covered Shares is required in order to effect an amendment to the Merger Agreement that (A) reduces the amount, changes the form, or imposes any material restrictions or additional conditions on the receipt, of consideration payable in respect of each share of Common Stock in the Merger or (B) is otherwise adverse to the holders of Common Stock in such Company T Shareholdercapacity (each such amendment, an “Adverse Amendment”), the provisions of this Agreement, including this Section 1.1, will not apply with respect to the Stockholder’s sole discretion vote of the Shares with respect to such vote to amend the Merger Agreement and (ii) nothing in this Agreement shall be deemed to require the Stockholder to exercise any options to acquire shares of Common Stock or to make any other change in the form of the Stockholder’s ownership of the Shares as of the date hereof. (d) In furtherance of, and without any other limitation on those matters other than those set forth limiting the generality of, the foregoing, immediately following the execution of this Agreement and the Merger Agreement, the Stockholder shall execute and deliver to the Company (with a copy thereof to Parent) an Action by Written Consent of the Stockholder in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generallythe form attached hereto as Exhibit A (the “Written Consent”).

Agreement to Vote. (a) During the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its terms, each Company T Y Shareholder hereby irrevocably and unconditionally agrees that at an annual or extraordinary general meeting of the shareholders of Company T Y and at any other meeting of the shareholders of Company TY, however called, including any adjournment, recess or postponement thereof, in connection with any written consent of the shareholders of Company T Y and in any other circumstance upon which a vote, consent or other approval of all or some of the shareholders of Company T Y is sought, it shall, and shall cause any holder of record of its Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating a quorum and respond to each request by Company T Y for written consent, if any; and (ii) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its Covered Shares (1) in favor of the approval and authorization of the Mergerissuance of Class A ordinary shares, the Plan of Merger and the approval and adoption par value US$0.00001 per share, of the Company (including those represented by American depositary shares), constituting the Merger Agreement and the other transactions contemplated by Consideration (as such term is defined in the Merger Agreement), to the shareholders of Company T, (2) in favor of any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Y Shareholders, (3) against any action, proposal, transaction or agreement that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T Y contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Y Shareholder contained in this Agreement, or (C) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or change in any manner the voting rights of any class of shares of Company T Y (including any amendments to the memorandum and articles of association of Company TY, other than such amendments contemplated by the Merger Agreement and/or any amendments that will not (i) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or (ii) have a disproportionate adverse effect on Company T shareholders relative to current holders of Company Y's Class A Ordinary Shares), (4) against any Acquisition Competing Proposal, and (5) against any change in the composition of the board of directors of Company T Y (other than such changes contemplated by the Merger Agreement). (b) Each Company T Y Shareholder shall retain at all times the right to vote such Company T Y Shareholder’s 's Covered Shares in such Company T Y Shareholder’s 's sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Y Shareholders of Company T Y generally.

Agreement to Vote. (a) During Subject to the period commencing on the date hereof and continuing until the earlier termination of this Agreement in accordance with its termsSection 3 and the last paragraph of this Section 1, each Shareholder, solely in his, her or its capacity as a shareholder or proxy holder of the Company, irrevocably and unconditionally agrees, and agrees to cause any other holder of record of any of such Shareholder’s Covered Shares, to validly execute and deliver to the Company T Shareholder hereby on (or effective as of) the third (3rd) Business Day following the date any management information circular is disseminated to the Company’s shareholders in connection with the transactions contemplated under the Business Combination Agreement, a written consent in respect of all of such Shareholder’s Covered Shares approving the Continuance, the Plan of Arrangement, entry into the Business Combination Agreement, the other transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for consummation of the Continuance, the Plan of Arrangement and the other transactions contemplated by the Business Combination Agreement. In addition, subject to the last paragraph of this Section 1, prior to the Termination Date (as defined herein), each Shareholder, in his, her or its capacity as a shareholder or proxy holder of the Company, irrevocably and unconditionally agrees that at an annual or extraordinary general meeting of the shareholders of Company T and that, at any other meeting of the shareholders of the Company T(whether or not an adjourned or postponed meeting, however called, called and including any adjournment, recess adjournment or postponement thereof, ) and in connection with any written consent of the shareholders of Company T and in any other circumstance upon which a votethe Company, consent or other approval of all or some of the shareholders of Company T is sought, it such Shareholder shall, and shall cause any other holder of record of its any of such Shareholder’s Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (ia) when such meeting is held, appear at each such meeting or otherwise cause all of its such Shareholder’s Covered Shares to be counted as present thereat for purposes the purpose of calculating establishing a quorum and respond to each request by Company T for written consent, if any; andquorum; (iib) vote (or cause to be votedexecute and return an action by written consent), in person or by proxy, or deliver (or cause to be delivered) a written voted at such meeting (or validly execute and return and cause such consent coveringto be granted with respect to), all of its such Shareholder’s Covered Shares owned as of the record date for such meeting (1or the date that any written consent is executed by such Shareholder) in favor of the approval and authorization of the MergerContinuance, the Plan of Merger and Arrangement, the approval and adoption of the Merger Business Combination Agreement and any other matters necessary or reasonably requested by the Company for consummation of the Continuance, the Plan of Arrangement and the other transactions contemplated by the Merger Business Combination Agreement, ; (2c) in favor any other circumstances upon which a consent or other approval is required under the Company’s articles of any related proposal that is necessary incorporation, bylaws or other constating documents (collectively, the “Company’s Governing Documents”), the Business Corporations Act (Alberta) (“ABCA”), the Business Corporations Act (Saskatchewan) (“SBCA”) or otherwise sought with respect to consummate the Merger and Business Combination Agreement or the other transactions contemplated by the Merger Business Combination Agreement, vote, consent or approve (or cause to be voted, consented or approved) all of such Shareholder’s Covered Shares held at such time in favor thereof; and (d) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of such Shareholder’s Covered Shares against (i) any proposal other than as set out in the Business Combination Agreement or which is considered at any such meeting of Company T Shareholdersrequired to give effects to the transactions contemplated in the Business Combination Agreement, (3ii) against any amendment to the Company’s Governing Documents (other than as provided for in the Business Combination Agreement and which may be necessary in respect of form as a result of the Continuance) and any other action, proposalin each case, transaction or agreement that could would reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in this Agreement, or (Cx) impede, interfere with, delay, discourage, postpone or adversely affect the Plan of Arrangement or inhibit any of the timely other transactions contemplated by the Business Combination Agreement, (y) result in any condition to the consummation of the Merger transactions set forth in Article IX (Conditions to Obligations) of the Business Combination Agreement not being fulfilled, or change (z) result in any manner the voting rights a breach of any class covenant, representation or warranty, or other obligation or agreement of shares of Company T (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, such Shareholder contained in this Agreement and (5iii) against any change other action, agreement or transaction that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Business Combination Agreement or that would reasonably be expected to result in the composition failure of the board of directors of Company T (other than such changes transactions contemplated by the Merger Agreement). (b) Each Business Combination Agreement from being consummated. The obligations of each Shareholder specified in this Section 1 shall apply whether or not the Continuance, the Plan of Arrangement or any action described above is recommended by the Company T Shareholder shall retain at all times Board, or the right to vote Company Board has previously recommended the Continuance or the Plan of Arrangement but changed such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those recommendation. For the avoidance of doubt, except as explicitly set forth in this Section 2.1(a) that are at 1, nothing in this Agreement shall limit the right of any time Shareholder to vote in favor of, against or from time abstain with respect to time any other matters presented for consideration to the shareholders of the Company. Nothing in this Agreement shall obligate any Shareholder to exercise any option or any other right to acquire any Company T Shareholders of Company T generallyCommon Shares.

Agreement to Vote. (a) During the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its terms, each the Company T Shareholder hereby irrevocably and unconditionally agrees that at an annual or extraordinary general meeting of the shareholders of Company T and at any other meeting of the shareholders of Company T, however called, including any adjournment, recess or postponement thereof, in connection with any written consent of the shareholders of Company T and in any other circumstance upon which a vote, consent or other approval of all or some of the shareholders of Company T is sought, it shall, and shall cause any holder of record of its Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating a quorum and respond to each request by Company T for written consent, if any; and (ii) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its Covered Shares (1) in favor of the approval and authorization of the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement and the other transactions contemplated by the Merger Agreement, (2) in favor of any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T ShareholdersShareholder, (3) against any action, proposal, transaction or agreement that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such the Company T Shareholder contained in this Agreement, or (C) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or change in any manner the voting rights of any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T (other than such changes contemplated by the Merger Agreement). (b) Each The Company T Shareholder shall retain at all times the right to vote such the Company T Shareholder’s 's Covered Shares in such Company T Shareholder’s its sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders Shareholder of Company T generally.

Agreement to Vote. (a) During the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its terms, each Company T Y Shareholder hereby irrevocably and unconditionally agrees that at an annual or extraordinary general meeting of the shareholders of Company T Y and at any other meeting of the shareholders of Company TY, however called, including any adjournment, recess or postponement thereof, in connection with any written consent of the shareholders of Company T Y and in any other circumstance upon which a vote, consent or other approval of all or some of the shareholders of Company T Y is sought, it shall, and shall cause any holder of record of its Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating a quorum and respond to each request by Company T Y for written consent, if any; and (ii) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its Covered Shares (1) in favor of the approval and authorization of the Mergerissuance of Class A ordinary shares, the Plan of Merger and the approval and adoption par value US$0.00001 per share, of the Company (including those represented by American depositary shares), constituting the Merger Agreement and the other transactions contemplated by Consideration (as such term is defined in the Merger Agreement), to the shareholders of Company T, (2) in favor of any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Y Shareholders, (3) against any action, proposal, transaction or agreement that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T Y contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Y Shareholder contained in this Agreement, or (C) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or change in any manner the voting rights of any class of shares of Company T Y (including any amendments to the memorandum and articles of association of Company TY, other than such amendments contemplated by the Merger Agreement and/or any amendments that will not (i) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or (ii) have a disproportionate adverse effect on Company T shareholders relative to current holders of Company Y’s Class A Ordinary Shares), (4) against any Acquisition Competing Proposal, and (5) against any change in the composition of the board of directors of Company T Y (other than such changes contemplated by the Merger Agreement). (b) Each Company T Y Shareholder shall retain at all times the right to vote such Company T Y Shareholder’s Covered Shares in such Company T Y Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Y Shareholders of Company T Y generally.

Agreement to Vote. (a) During Subject to the period commencing on the date hereof and continuing until the termination terms of this Agreement in accordance with its termsAgreement, each Company T Shareholder Stockholder hereby irrevocably and unconditionally agrees that that, during the time this Agreement is in effect, at an any annual or extraordinary general special meeting of the shareholders of Company T and at any other meeting stockholders of the shareholders of Company TCompany, however called, including any adjournment, recess adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the shareholders of Company T and in any other circumstance upon which a vote, consent or other approval of all or some stockholders of the shareholders of Company T is soughtCompany, it such Stockholder shall, and shall cause any holder of record of its Covered Shares to, in each case to the fullest extent that the Covered such Stockholder’s Subject Shares are entitled to vote thereon or consent thereto: thereon: (ia) appear at each such meeting or otherwise cause all of its Covered such Subject Shares to be counted as present thereat for purposes of calculating determining a quorum quorum; and respond to each request (b) be present (in person or by Company T for written consent, if any; and (iiproxy) and vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent coveringwith respect to, all of its Covered Subject Shares (1) in favor of the approval and authorization of the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement and the other transactions contemplated by the Merger Agreement, (2) in favor of any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Shareholders, (3i) against any action, proposal, transaction action or agreement that could is intended or would reasonably be expected to (A) result in a breach of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of the Company T contained in the Merger Agreement, or of any Stockholder contained in this Agreement or (B) result in a breach any of the conditions set forth in Article VII or Annex I of the Merger Agreement not being satisfied on or before the Outside Date; (ii) against any representationchange in the Board of Directors of the Company; and (iii) against any Takeover Proposal and against any other action, warranty, covenant agreement or other obligation or agreement of such transaction involving the Company T Shareholder contained in this Agreementthat is intended, or (C) would reasonably be expected, to impede, interfere with, delay, discouragepostpone, adversely affect or inhibit prevent the timely consummation of the Offer or the Merger or change in any manner the voting rights of any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T (other than such changes 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). ; (by) Each a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Intellectual Property and capital stock of Subsidiaries of the Company) of the Company T Shareholder 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’s Certificate of Incorporation or Bylaws. Subject to the proxy granted under Section 1.3 below, each Stockholder shall retain at all times the right to vote such Company T Shareholder’s Covered the Subject Shares in such Company T ShareholderStockholder’s sole discretion discretion, and without any other limitation limitation, on those any matters other than those set forth in this Section 2.1(a) 1.2 that are at any time or from time to time presented for consideration to Company T Shareholders of Company T the Company’s stockholders generally.

Agreement to Vote. (a) During Each Principal Shareholder hereby agrees that at any meeting of the period commencing on Shareholders of the date hereof Company, however called, or in any action by written consent of the Shareholders, such Principal Shareholder shall: (i) vote all of the Company Common Stock owned or controlled by him in favor of this Agreement, the Plan of Merger, and continuing the Merger and the other transactions contemplated hereby and thereby, provided that the Board of Directors of the Company shall have approved such Merger; and (ii) until the termination of this Agreement pursuant to Article XIV, vote such Shares against any (A) merger, consolidation, share exchange, business combination or other similar transaction pursuant to which control of the Company would be transferred to any Person other than Parent, or (B) sale, lease, exchange, mortgage, pledge, transfer or other disposition of twenty percent (20)% or more of the Assets of the Company, taken as a whole, in accordance a single transaction or in a series of transactions. Notwithstanding the foregoing, this Section 6.1(a) shall be null and void and not binding on such Principal Shareholder unless the Principal Shareholder will receive in the Merger shares of Parent Common Stock in the same proportion or ratio as all other holders of the Company Common Stock. (b) The Principal Shareholders hereby constitute, appoint and instruct Xxxxxx Xxxxxx (the "Proxy Holder") as the Principal Shareholders' true and lawful proxy and attorney-in-fact, with its termsfull power of substitution, each Company T Shareholder hereby irrevocably and unconditionally agrees that to: (a) vote at an annual or extraordinary general any meeting of the shareholders of Shareholders, all Company T and at any other meeting Common Stock which the Principal Shareholders owned as of the shareholders of Company T, however called, including record date for such meeting (or to execute any adjournment, recess or postponement thereof, in connection with any written consent of the shareholders of Company T and in any other circumstance upon which a vote, consent or other approval of all or some Principal Shareholders of the shareholders Company in lieu of such meeting for the number of shares of the Company T is sought, it shall, and shall cause any holder of record of its Covered Shares to, in each case to the extent Common Stock that the Covered Shares are entitled to vote thereon Principal Shareholders owned as of the date of or consent thereto: (i) appear at each record date for such meeting or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating a quorum and respond to each request by Company T for written consent, if any; and (ii) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its Covered Shares (1) in favor of the approval and authorization of the Mergerthis Agreement, the Plan of Merger Merger, and the approval and adoption of the Merger Agreement and the other transactions contemplated by hereby and thereby, provided that the Merger Agreement, (2) in favor Board of any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Shareholders, (3) against any action, proposal, transaction or agreement that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in this Agreement, or (C) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation Directors of the Merger or change in any manner the voting rights of any class of shares of Company T (including any amendments to the memorandum shall have approved such Merger; and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T (other than such changes contemplated by the Merger Agreement). (b) Each until the termination of this Agreement pursuant to Article XIV, to vote at any meeting of the Shareholders of the Company, however called, all Company T Shareholder Common Stock which the Principal Shareholders owned as of the record date for such meeting (or to execute any consent of the Shareholders of the Company in lieu of such meeting for the number of Shares that the Principal Shareholders owned as of the date of or record date for such consent) against an matter referred to in Section 6.1(a)(ii)(A) and/or Section 6.l(a)(ii)(B) hereof. Such proxy shall retain be limited strictly to the power to vote Company Common Stock in the manner set forth in the preceding sentence and shall not extend to any other matters presented for vote at all times such meeting, and the Principal Shareholders shall have the right to vote such the Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without Common Stock on any other limitation on those matters other than those set forth matter whatsoever in the Principal Shareholders' sole discretion. The Principal Shareholders acknowledge that the proxy granted hereby is coupled with an interest and is irrevocable to the full extent permitted by the New Jersey Statute. In the event that the Principal Shareholders fail for any reason to vote the Principal Shareholders' Company Common Stock in accordance with the requirements of this Section 2.1(a) that are at 6.1, then the Proxy Holder shall have the right to vote the Company Common Stock in accordance with the provisions of this Section 6.1. The vote of the Proxy Holder shall control in any time or from time to time presented for consideration to conflict between the vote by the Proxy Holder of Company T Common Stock and a vote by the Principal Shareholders of Company T generallyCommon Stock. Notwithstanding the foregoing, this Section 6.1(b) shall be null and void and not binding on the Principal Shareholders unless the Principal Shareholders will receive in the Merger shares of Parent Common Stock in the same proportion or ratio as all other holders of the Company Common Stock.

Agreement to Vote. (a) During the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its terms, each Company T Shareholder hereby irrevocably and unconditionally agrees that at an annual or extraordinary general meeting of the shareholders of Company T and at any other meeting of the shareholders of Company T, however called, including any adjournment, recess or postponement thereof, in connection with any written consent of the shareholders of Company T and in any other circumstance upon which a vote, consent or other approval of all or some of the shareholders of Company T is sought, it shall, and shall cause any holder of record of its Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating a quorum and respond to each request by Company T for written consent, if any; and (ii) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its Covered Shares (1) in favor of the approval and authorization of the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement and the other transactions contemplated by the Merger Agreement, (2) in favor of any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Shareholders, (3) against any action, proposal, transaction or agreement that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in this Agreement, or (C) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or change in any manner the voting rights of any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T (other than such changes contemplated by the Merger Agreement). (b) Each Company T Shareholder shall retain at all times the right to vote such Company T Shareholder’s 's Covered Shares in such Company T Shareholder’s 's sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generally.

Agreement to Vote. (a) During the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its terms, each Company T Shareholder hereby irrevocably and unconditionally agrees that at an annual or extraordinary general At any meeting of the shareholders of Company T and at any other meeting Shareholders of the shareholders Company called for purposes that include approval of Company Tthe Merger and the Merger Agreement, however called, including or at any adjournment, recess or postponement adjournment thereof, or in connection with any written consent of the shareholders holders of Company T and Shares or in any other circumstance upon circumstances in which a the Shareholder is entitled to vote, consent or give any other approval of all or some of the shareholders of Company T is sought, it shall, and shall cause any holder of record of its Covered Shares to, in each case with respect to the extent that Merger and the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating a quorum and respond to each request by Company T for written consentMerger Agreement, if any; and (ii) the Shareholder shall vote (or cause to be voted)) the Subject Shares in favor of adoption and approval of the Merger Agreement and the Merger and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any amendments hereto or, in person or by proxywith the Shareholder's written consent, thereto. At any meeting of Shareholders of the Company, however called, or deliver at any adjournment thereof, or in connection with any written consent of the holders of Shares or in any other circumstances in which the Shareholder is entitled to vote, consent or give any other approval, except as otherwise agreed to in writing in advance by Parent, the Shareholder shall vote (or cause to be deliveredvoted) the Subject Shares against the following actions: (i) any action or agreement that would result in a written consent coveringbreach in any material respect of any covenant, all representation or warranty or any other obligation or agreement of its Covered Shares the Company under the Merger Agreement or of the Shareholder hereunder; or (ii) any action or agreement that could reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (A) the adoption by the Company of a proposal regarding (1) in favor the acquisition of the approval Company by merger, tender offer or otherwise by any person other than Parent, Acquisition or any designee thereof (a "Third Party"), or any other merger, combination or similar transaction with any Third Party; (2) the acquisition by a Third Party of 10% or more of the assets of the Company and authorization its subsidiaries, taken as a whole (whether by the acquisition of assets or securities of, or any merger, consolidation or other business combination involving, the Company or any of its subsidiaries); (3) the acquisition by a Third Party of 10% or more of the outstanding Shares; or (4) the repurchase by the Company or any of its subsidiaries of 10% or more of the outstanding Shares; (B) any amendment of the Company's Articles of Incorporation or Bylaws or other proposal or transaction involving the Company or any of its subsidiaries, which amendment or other proposal or transaction could in any manner reasonably be expected to impede, in any material respect, prevent or nullify the Merger, the Plan Merger Agreement or any of Merger and the approval and adoption of other transactions contemplated by the Merger Agreement or change in any manner the rights 3 and privileges, including, without limitation, voting rights of any class of the Company's capital stock; (C) any change in the management or board of directors of the Company that could in any manner reasonably be expected to impede, in any material respect, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement, ; (2D) in favor of any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Shareholders, (3) against any action, proposal, transaction or agreement that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in this Agreement, or (C) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or change in any manner the voting rights of any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any material change in the composition present capitalization or dividend policy of the board of directors of Company T Company; or (other than such changes contemplated by the Merger Agreement). (bE) Each Company T Shareholder shall retain at all times the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth material change in Section 2.1(a) that are at the Company's corporate structure or business. The Shareholder further agrees not to commit or agree to take any time or from time to time presented for consideration to Company T Shareholders of Company T generallyaction inconsistent with the foregoing agreements.

Agreement to Vote. (a) During Each Stockholder hereby agrees that during the period commencing on the date hereof and continuing until the termination term of this Agreement in accordance with its termsAgreement, each at the Company T Shareholder hereby irrevocably and unconditionally agrees that at an annual Stockholder Meeting or extraordinary general meeting of the shareholders of Company T and at any other meeting of the shareholders stockholders of Company Tthe Company, however called, including any adjournment, recess adjournment or postponement thereof, or in connection with any written consent of the shareholders of Company T and in any other circumstance upon which a vote, consent or other approval of all or some stockholders of the shareholders of Company T is soughtCompany, it such Stockholder shall, and shall cause any holder of record of its Covered Shares to, in each case to the fullest extent that the such Stockholder's Covered Shares are entitled to vote thereon or consent thereto: (ia) appear at each such meeting or otherwise cause all of its such Stockholder's Covered Shares to be cast in accordance with the applicable procedures relating thereto so as to ensure that they are duly counted as present thereat for purposes of calculating a quorum and respond to each request by Company T for written consent, if anyquorum; and (iib) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its such Stockholder's Covered Shares (1i) in favor of the approval and authorization of the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement and the any other transactions contemplated action reasonably requested by the Merger Agreement, Parent in furtherance thereof; (2) in favor of any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Shareholders, (3ii) against any action, proposal, transaction or agreement that could would reasonably be expected to (A) result in a breach in any respect of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of the Company T contained in the Merger Agreement, (B) result in a breach or of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder Stockholder contained in this Agreement; and (iii) against any Company Acquisition Proposal or (except as otherwise approved in writing by Parent) any other action, agreement or transaction that is intended, or (C) could reasonably be expected, to materially impede, interfere with, delay, discouragepostpone, discourage or adversely affect or inhibit the timely consummation of Offer, the Merger or change in any manner of the voting rights other transactions contemplated by the Merger Agreement or this Agreement or the performance by such Stockholder of its obligations under this Agreement, including, without limitation: (A) any class extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its Subsidiaries (other than the Offer and the Merger); (B) a sale, lease or transfer of shares a material amount of assets of the Company T or any of its Subsidiaries or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (including any amendments C) an election of new members to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T (the Company, other than such changes contemplated by nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement). ; (bD) Each any material change in the present capitalization or dividend policy of the Company T Shareholder shall retain at all times or any amendment or other change to the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without Company's articles of incorporation or bylaws, except if approved by Parent; or (E) any other limitation on those matters other than those set forth material change in Section 2.1(a) that are at any time the Company's corporate structure or from time to time presented for consideration to Company T Shareholders of Company T generallybusiness.

Agreement to Vote. (a) During Each Stockholder hereby agrees that, during the period commencing on Voting Period, such Stockholder shall vote or execute consents, as applicable, with respect to the date hereof Owned Shares and continuing until any New Shares beneficially owned by him or her, as the termination of this Agreement in accordance with its termscase may be, each Company T Shareholder hereby irrevocably and unconditionally agrees that at an annual or extraordinary general meeting as of the shareholders of Company T and at any other meeting of the shareholders of Company T, however called, including any adjournment, recess or postponement thereof, in connection with any written consent of the shareholders of Company T and in any other circumstance upon which a vote, consent or other approval of all or some of the shareholders of Company T is sought, it shall, and shall cause any holder of applicable record of its Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating a quorum and respond to each request by Company T for written consent, if any; and (ii) vote date (or cause to be voted), in person voted or by proxy, or deliver (or cause a consent to be delivered) a written consent coveringexecuted with respect to the Owned Shares and any New Shares beneficially owned by him or her, all as the case may be, as of its Covered Shares (1the applicable record date) in favor of the approval and authorization of the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement and the transactions contemplated by the Merger Agreement, at any meeting (or any adjournment or postponement thereof) of, or in connection with any proposed action by written consent of, the holders of any class or classes of capital stock of the Company at or in connection with which any of such holders vote or execute consents with respect to any of the foregoing matters. (b) Each Stockholder hereby agrees that, during the Voting Period, such Stockholder shall vote or execute consents, as applicable, with respect to the Owned Shares and any New Shares beneficially owned by him or her, as the case may be, as of the applicable record date (or cause to be voted or a consent to be executed with respect to the Owned Shares and any New Shares beneficially owned by him or her, as the case may be, as of the applicable record date) against each of the matters set forth in clauses (i), (ii) or (iii) below at any meeting (or any adjournment or postponement thereof) of, or in connection with any proposed action by written consent of, the holders of any class or classes of capital stock of the Company at or in connection with which any of such holders vote or execute consents with respect to any of the following matters: (i) any action, proposal, transaction or agreement involving the Company or any of its subsidiaries that would reasonably be expected to, in any material respect, prevent, impede, frustrate, interfere with, delay, postpone or adversely affect the Merger, the other transactions contemplated by the Merger Agreement, ; (2ii) in favor of any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Shareholders, (3) against any action, proposal, transaction or agreement that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in this Agreement, or (C) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or change in any manner the voting rights of any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T (other than such changes contemplated an Acquisition Proposal made by Parent; or (iii) any amendment to the Company’s Articles of Organization or Bylaws or Company Rights Agreement, except as required or expressly permitted under the Merger Agreement). (bc) Each Company T Shareholder Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall retain at all times be cast or executed in accordance with the right applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. Nothing contained in this Section 2.1 shall require either Stockholder to vote such or execute any consent with respect to any Option Shares on or not issued upon the exercise of a Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation Option on those matters other than those set forth in Section 2.1(a) or prior to the applicable record date for that are at any time vote or from time to time presented for consideration to Company T Shareholders of Company T generallyconsent.

Agreement to Vote. (a) During the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its terms, each Company T Shareholder hereby irrevocably and unconditionally agrees that at an annual or extraordinary general At any meeting of the shareholders of Company T and at any other meeting stockholders of the shareholders Company called for the approval of Company Tthe Transactions or any Third Party Transaction, however called, including or at any adjournment, recess adjournment or postponement thereof, or in connection with any written consent of the shareholders holders of shares of Company T and Common Stock, or in any other circumstance upon circumstances in which a Stockholder is entitled to vote, consent or give any other approval of all or some of the shareholders of Company T is sought, it shall, and shall cause any holder of record of its Covered Shares to, in each case with respect to the extent that the Covered Shares are entitled to vote thereon Transactions or consent thereto: (i) appear at each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating a quorum and respond to each request by Company T for written consentany Third Party Transaction, if any; and (ii) Stockholder shall vote (or cause to be voted)) the Subject Shares at the sole discretion and direction of Merger Sub with respect to adoption and approval of the Transactions or any Third Party Transaction and the approval of the terms thereof and each of the other actions contemplated by this Agreement, in person the Transactions or by proxyany Third Party Transaction and any amendments hereto or thereto. At any meeting of stockholders of the Company, however called, or deliver at any adjournment thereof, or in connection with any written consent of the holders of shares of Company Common Stock or in any other circumstances in which Stockholder is entitled to vote, consent or give any other approval, Stockholder shall vote (or cause to be deliveredvoted) the Subject Shares against the following actions: (i) any action or agreement that would result in a written consent coveringbreach of any covenant, all of its Covered Shares (1) in favor representation or warranty or any other obligation or agreement of the approval and authorization of the Merger, the Plan of Merger and the approval and adoption of Company under the Merger Agreement and the other transactions contemplated by the Merger Agreement, or of Stockholder hereunder; or (2ii) in favor of any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Shareholders, (3) against any action, proposal, transaction action or agreement that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in this Agreement, or (C) impede, interfere with, prevent, materially delay, discouragenullify, adversely affect materially postpone or inhibit attempt to discourage the timely consummation Merger and/or the other Transactions, including, but not limited to: (A) the adoption by the Company of a proposal regarding (1) the acquisition of the Company by merger, tender offer or otherwise by any person other than Merger Sub or any designee thereof (a "Third Party"), or any other merger, combination or similar transaction with any Third Party; (2) the acquisition by a Third Party of 5% or more of the assets of the Company and its subsidiaries, taken as a whole (whether by the acquisition of assets or securities of, or any merger, consolidation or other business combination involving, the Company or any of its subsidiaries); (3) the acquisition by a Third Party of 5% or more of the outstanding shares of Company Common Stock, or (4) the repurchase by the Company and/or any of its subsidiaries of 5% or more of the outstanding shares of Company Common Stock; (B) any amendment of the Company's Certificate of Incorporation or By-laws or other proposal or transaction involving the Company or any of its subsidiaries, which amendment or other proposal or transaction could in any manner reasonably be expected to impede, interfere with, prevent, materially delay, nullify, materially postpone or attempt to discourage the Merger and/or the other Transactions, or change in any manner the rights and privileges, including, without limitation, voting rights of any class of shares of Company T the Company's capital stock; (including any amendments to the memorandum and articles of association of Company T), (4C) against any Acquisition Proposal, and (5) against any change in the composition of the management or board of directors of the Company T that could in any manner reasonably be expected to impede, interfere with, prevent, materially delay, nullify, materially postpone or attempt to discourage the Merger and/or the Transactions; (D) any material change in the present capitalization (other than such changes contemplated by pursuant to the Merger Contribution Agreement). ) or dividend policy of the Company; or (bE) Each Company T Shareholder shall retain at all times the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth material change in Section 2.1(a) that are at any time the Company's corporate structure or from time to time presented for consideration to Company T Shareholders of Company T generallybusiness.

Agreement to Vote. Each Holder hereby agrees that: (a) During the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its terms, each Company T Shareholder hereby irrevocably and unconditionally agrees that at an annual or extraordinary general any meeting of the shareholders of Company T and at any other meeting stockholders of the shareholders of Company T, however called, including (or any adjournment, recess adjournment or postponement thereof, in connection with any written consent of the shareholders of Company T and ) or in any other circumstance upon which a vote, consent or other approval of all (including a written consent) with respect to the Merger Agreement, the Merger or some of any other transaction contemplated by the shareholders of Company T Merger Agreement is sought, it shall, and such Holder shall cause any holder of record of its Covered Shares to, in each case vote or execute consents with respect to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating a quorum and respond to each request by Company T for written consent, if any; and (ii) vote (or cause to be voted), in person voted or by proxy, or deliver (or cause consents to be deliveredexecuted with respect to) a written consent covering, all Subject Shares beneficially owned by such Holder as of its Covered Shares (1) the applicable record date in favor of (i) the adoption and approval and authorization of the MergerMerger Agreement, the Plan of Merger and any other transaction contemplated by the Merger Agreement, (ii) approval of any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the approval and adoption of the Merger Agreement on the date on which such meeting is held, and the other transactions contemplated (iii) if recommended by the Merger AgreementCompany’s board of directors, (2) in favor the Special Committee or any other duly authorized committee of the Company’s board of directors, any related proposal that is other matter necessary or reasonably requested by the Company to consummate the Merger and that is submitted for a vote at any meeting of stockholders of the transactions contemplated Company. (b) such Holder shall vote or execute consents with respect to (or cause to be voted or consents to be executed with respect to) all Subject Shares beneficially owned by such Holder as of the applicable record date against each of the following matters at any meeting of stockholders of the Company (or any adjournment or postponement thereof), or in any other circumstance upon which a vote, consent or other approval (including a written consent) with respect to any of the following matters is sought: (i) any Competing Proposal or proposal relating to a Competing Proposal; (ii) any merger agreement or merger (other than the Merger Agreement which is considered at and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company; (iii) any such meeting material change in the present capitalization of the Company T Shareholders, or any amendment to the Company’s by-laws or certificate of incorporation except as approved in writing by the Company; and (3iv) against any action, proposal, transaction other action or agreement not recommended by the Company’s board of directors that could would reasonably be expected to (A) result in a breach of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of the Company T contained in under the Merger Agreement, (B) result in a breach any of any representation, warranty, covenant or other obligation or agreement the conditions to the consummation of such Company T Shareholder contained in this Agreementthe Merger under the Merger Agreement not being fulfilled, or (C) impede, frustrate, interfere with, delay, discourage, postpone or adversely affect or inhibit the timely consummation of the Merger or change in any manner and the voting rights of any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T (other than such changes transactions contemplated by the Merger Agreement. (c) Notwithstanding the foregoing, this Section 1.1 shall not apply during any period in which the Company’s board of directors has withheld, withdrawn, modified, qualified or amended the Company Recommendation in response to a Superior Proposal or an Intervening Event in accordance with the Merger Agreement (provided that to the extent that the Company’s board of directors reinstates its recommendation of the Merger Agreement, this Section 1.1 shall apply). (bd) Each Company T Shareholder shall retain at all times the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(aSOLELY IN THE EVENT OF A FAILURE BY A HOLDER TO ACT IN ACCORDANCE WITH SUCH HOLDER’S OBLIGATIONS AS TO VOTING PURSUANT TO THIS SECTION 1.1 PRIOR TO THE TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS, EACH HOLDER HEREBY IRREVOCABLY GRANTS TO AND APPOINTS THE COMPANY AS SUCH HOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION), FOR AND IN THE NAME, PLACE AND STEAD OF SUCH HOLDER, TO REPRESENT, VOTE AND OTHERWISE ACT (BY VOTING AT ANY MEETING OF COMPANY STOCKHOLDERS, BY WRITTEN CONSENT IN LIEU THEREOF OR OTHERWISE) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generallyWITH RESPECT TO THE SUBJECT SHARES REGARDING THE MATTERS REFERRED TO IN THIS SECTION 1.1 UNTIL THE TERMINATION DATE, TO THE SAME EXTENT AND WITH THE SAME EFFECT AS SUCH HOLDER MIGHT OR 2 COULD DO UNDER APPLICABLE LAW, RULES AND REGULATIONS. THE PROXY GRANTED PURSUANT TO THIS SECTION 1.1(D) IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS. UNTIL THE TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS, EACH HOLDER WILL TAKE SUCH FURTHER ACTION AND WILL EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. EACH HOLDER HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY GRANTED WITH RESPECT TO ANY OF THE SUBJECT SHARES THAT MAY HAVE HERETOFORE BEEN APPOINTED OR GRANTED WITH RESPECT TO THE MATTERS REFERRED TO IN THIS SECTION 1.1, AND, PRIOR TO THE TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS, NO SUBSEQUENT PROXY (WHETHER REVOCABLE OR IRREVOCABLE) OR POWER OF ATTORNEY SHALL BE GIVEN BY SUCH HOLDER, EXCEPT AS REQUIRED BY ANY ELECTION FORM OR LETTER OF TRANSMITTAL IN CONNECTION WITH THE MERGER. NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL TERMINATE UPON TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS.

Agreement to Vote. (a) During the period commencing on the date hereof and continuing until ending on the termination earliest to occur of this (a) the Effective Time and (b) such date and time as the Business Combination Agreement shall be terminated in accordance with its termsSection 9.01 thereof (the “Expiration Time”), each Company T Shareholder Holder hereby irrevocably and unconditionally agrees that (a) to vote, at an annual or extraordinary general any meeting of the shareholders of the Company T (whether annual or special and at whether or not an adjourned or postponed meeting however called and including any other meeting adjournment or postponement thereof), and in any action by written resolution of the shareholders of the Company, all of the Subject Shares and any other equity securities of the Company T, however calledthat such Holder holds of record or beneficially as of the date of this Agreement (as identified on Schedule A attached hereto) or acquires record or beneficial ownership after the date hereof, including any adjournmentsecurities convertible into or exercisable or exchangeable for shares of Company Capital Stock (collectively, recess the “Subject Company Equity Securities”), (i) in favor of the Company Proposals; (ii) to authorize and approve any amendment or postponement thereofamendments to the Company Articles of Incorporation or other organizational documents of the Company that are reasonably necessary for purposes of effecting the Transactions contemplated by the Business Combination Agreement, and (iii) against, and withhold consent with respect to, (A) any issuance or acquisition of shares of capital stock or other equity securities of the Company, merger, purchase of all or substantially all of the Company’s assets or other business combination transaction involving the Company (other than the Business Combination Agreement and the Merger), (B) any change in the business, management or board of directors of the Company (other than in connection with the Business Combination Agreement and the Transactions) and (C) any written consent other matter, action or proposal that would reasonably be expected to (x) result in a breach of any of the shareholders of Company T and Company’s covenants, agreements or obligations under the Business Combination Agreement, (y) result in any other circumstance upon which a vote, consent or other approval of all or some of the shareholders conditions to the Closing set forth in Section 8.01 or Section 8.02 of Company T the Business Combination Agreement not being satisfied or (z) impede, frustrate, prevent or nullify any provision of this Agreement or the Business Combination Agreement or any of the transactions contemplated hereby or thereby; and (b) if a meeting is soughtheld in respect of the matters set forth in clause (a), it shall, and shall cause any holder of record of its Covered Shares toto appear at the meeting, in each case to the extent that the Covered Shares are entitled to vote thereon person or consent thereto: (i) appear at each such meeting by proxy, or otherwise cause all of its Covered Shares Holder’s Subject Company Equity Securities to be counted as present thereat for purposes of calculating establishing a quorum and respond to each request by Company T for written consent, if any; and (ii) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its Covered Shares (1) in favor of the approval and authorization of the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement and the other transactions contemplated by the Merger Agreement, (2) in favor of any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Shareholders, (3) against any action, proposal, transaction or agreement that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in this Agreement, or (C) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or change in any manner the voting rights of any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T (other than such changes contemplated by the Merger Agreement)quorum. (b) Each Company T Shareholder shall retain at all times the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generally.

Agreement to Vote. (a) During Prior to the period commencing earlier of the Termination Date and the Effective Time, on and subject to the date hereof terms and continuing until conditions set forth herein, provided that the termination of this Merger Agreement in accordance with its termshas not been amended by a Restricted Amendment, each Company T Shareholder hereby the Holder irrevocably and unconditionally agrees that such Holder shall, at an any meeting (whether annual or extraordinary general meeting of the shareholders of Company T special and at any other meeting of the shareholders of Company Twhether or not an adjourned or postponed meeting), however called, including any adjournment, recess of the stockholders of the Company or postponement thereof, in connection the holders of the Convertible Notes or with respect to any written consent of the shareholders of Company T and in any other circumstance upon which a vote, consent or other approval of all or some stockholders of the shareholders Company or the holders of Company T is soughtthe Convertible Notes, it shall, and shall cause any holder of record of its Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause all of its the Covered Shares Securities to be counted as present thereat for purposes purpose of calculating establishing a quorum and respond to each request by Company T for written consentvote, if any; and (ii) vote (or cause to be voted), in person voted at such meeting or by proxy, or deliver (or cause to be delivered) a written consent coveringconsent, all of its Covered Shares Securities: (1a) in favor of the approval and authorization of the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement and approving any other matters necessary for the other consummation of the transactions contemplated by the Merger Agreement, including the Mergers; and (2b) against (i) any Acquisition Proposal or any other transaction, proposal, agreement or action made in favor opposition to adoption of any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which or in competition or that is considered at any such meeting of Company T Shareholders, (3) against any action, proposal, transaction inconsistent with the Mergers or agreement that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T contained in matters contemplated by the Merger Agreement, (Bii) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in this Agreement, or (C) action that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect the Mergers or inhibit any of the timely consummation other transactions contemplated by the Merger Agreement or this Agreement or any transaction that results in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of the Company or any of its Subsidiaries under the Merger Agreement, and (iii) any change in the corporate structure, business, present capitalization or dividend policy of the Company or any amendment or other change to the Company Charter or the Company Bylaws (collectively, the “Company Documents”), except as expressly permitted pursuant to the Merger Agreement. Any attempt by the Holder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of) the Covered Securities in contravention of this Section 3.1 shall be null and void ab initio. If the Holder is the Beneficial Owner, but not the holder of record, of any Covered Securities, the Holder agrees to take all actions necessary to cause the holder of record and any nominees to vote (or exercise a consent with respect to) all of such Covered Securities in accordance with this Section 3.1. Notwithstanding anything herein to the contrary in this Agreement, this Section 3.1 shall not require the Holder to be present (in person or by proxy) or vote (or cause to be voted) any of the Covered Securities to amend, modify or waive any provision of the Merger Agreement in a manner that changes the amount or change form of the consideration payable in the Mergers pursuant to the terms of the Merger Agreement (the “Merger Consideration”) or imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, provides for the payment by the Holder of any indemnification or other additional amounts, adds any additional covenants on the activities of the Holder (e.g. restrictive covenants) or extends the Outside Date (collectively, the “Restricted Amendments”). Notwithstanding anything to the contrary in this Agreement, the Holder shall remain free to vote (or execute consents or proxies with respect to) the Covered Securities with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner the voting rights of any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T (other than such changes contemplated by the Merger Agreement)Holder deems appropriate. (b) Each Company T Shareholder shall retain at all times the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generally.

Agreement to Vote. (a) During Subject to the period commencing on the date hereof and continuing until the earlier termination of this Agreement in accordance with its termsSection 6, each Company T Shareholder Stockholder, severally and not jointly, hereby irrevocably and unconditionally agrees that to vote at an annual or extraordinary general any meeting of the shareholders of Company T and at any other meeting stockholders of the shareholders of Company TCompany, however called, including and in any adjournment, recess or postponement thereof, in connection with any action by written consent of the shareholders of Company T and in any other circumstance upon which a vote, consent or other approval of all or some stockholders of the shareholders of Company T is sought, it shall, and shall cause any holder of record of its Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating a quorum and respond to each request by Company T for written consent, if any; and (ii) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a which written consent coveringshall be delivered to Parent within the deadline set forth in the Merger Agreement), all of its Covered the Stockholder’s Shares held by such Stockholder at such time (1i) in favor of the approval and authorization of the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement and the other transactions contemplated by the Merger Agreement, (2) in favor approval of any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered (the “Transactions”) and (ii) against any action, agreement or transaction or proposal that would reasonably be expected to result in the failure of the Merger or the other Transactions from being consummated. Each Stockholder acknowledges receipt and review of a summary of the Merger Agreement and, where requested by Stockholder to the Company, a copy of the Merger Agreement. (b) Without limiting any other rights or remedies of Parent or the Company, each Stockholder, severally and not jointly, hereby irrevocably appoints each of Parent and the Company or any individual designated by each of them (acting jointly) as such Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstituting), for and in the name, place and stead of such Stockholder, to attend on behalf of such Stockholder the general meeting or any meeting of the stockholders of the Company with respect to the matters described in Section 1(a), to include such Stockholder’s Shares in any computation for purposes of establishing a quorum at any such meeting of the stockholders of the Company, to vote (or cause to be voted) such Stockholder’s Shares or consent (or withhold consent) with respect to any of the matters described in Section 1(a) in connection with any meeting of the stockholders of the Company T Shareholdersor any action by written consent by the stockholders of the Company, in each case, in the event that (3i) against such Stockholder fails to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a) and continues to fail to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a) for two Business Days following written notice from the Company and Parent of such failure to perform or comply, or (ii) such Stockholder challenges (in Actions or otherwise), directly or indirectly, the validity or enforceability of its covenants, agreements or obligations under Section 1(a), or the voting proxy it executes. For the avoidance of doubt, this does not prevent such Stockholder from withdrawing or otherwise challenging the voting proxy if this Agreement has terminated in accordance with its terms. (c) The proxy granted by the Stockholders pursuant to Section 1(b) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration for Parent and the Company entering into the Merger Agreement and agreeing to consummate the Transactions. The proxy granted by each Stockholder pursuant to Section 1(b) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by such Stockholder and, upon such Stockholder’s execution of this Agreement, shall revoke any action, proposal, transaction and all prior proxies granted by such Stockholder with respect to the Shares. The vote or agreement that could reasonably be expected consent of the proxyholder with respect to (Athe matters described in Section 1(a) result shall control in a breach the event of any representationconflict between such vote or consent by the proxyholder of such Stockholder’s Shares and a vote or consent by such Stockholder of its Shares (or any other Person with the power to vote or provide consent with respect to such Shares) with respect to the matters described in Section 1(a). The proxyholder may not exercise the proxy granted pursuant to Section 1(b) on any matter except for those matters described in Section 1(a). For the avoidance of doubt, warrantythe provisions of this Section 1, covenant or other obligation or agreement of Company T contained in including the proxy granted by each Stockholder pursuant to Section 1(b), shall terminate automatically with no further action required if the Merger AgreementAgreement (or any provision thereof) or any Ancillary Agreement (or any provision thereof) is entered into, (B) result amended, supplemented, modified or waived in a breach of any representation, warranty, covenant or other obligation or agreement manner adverse to such Stockholder without the prior written consent of such Company T Shareholder contained Stockholder. (d) Notwithstanding anything to the contrary in this Agreement, or (C) impedeas a condition to the obligations set forth in this Section 1 with respect to any Stockholder who is a Founder, interfere withParent shall enter into an executive employment agreement with such Founder, delay, discourage, adversely affect or inhibit the timely consummation effective as of the Merger or change in any manner the voting rights of any class of shares of Company T Effective Time (including any amendments and subject to the memorandum and articles approval of association of Company Tthe Parent Stockholders at the Parent Stockholder Meeting to the extent required by applicable Law), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T (other than such changes contemplated by the Merger Agreement). (b) Each Company T Shareholder shall retain at all times the right on terms substantially similar to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generallyon Exhibit B hereto.

Agreement to Vote. (a) During the period commencing on The Shareholder agrees that, from and after the date hereof and continuing until the termination of this Agreement shall have been terminated in accordance with its termsSection 7, each Company T Shareholder hereby irrevocably and unconditionally agrees that at an annual or extraordinary general any meeting of the shareholders holders of Company T and at any other meeting either or both of the shareholders common stock or preferred stock of Company TSeller, however called, including any adjournment, recess or postponement thereof, in connection with any written consent of the shareholders holders of Company T and in any other circumstance upon which a vote, consent either or other approval of all or some both of the shareholders common stock or preferred stock of Company T is soughtSeller, it shall, and the Shareholder shall cause any holder of record of its Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating a quorum and respond to each request by Company T for written consent, if any; and (ii) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its Covered the Shares (1a) in favor of: (i) the Transaction and the transactions provided for in the Purchase Agreement and (ii) adoption and approval of the approval Purchase Agreement and authorization of each of the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement and the other transactions actions contemplated by the Merger Agreement, Purchase Agreement and (2b) in favor of any related proposal that is necessary to consummate against the Merger following actions (other than the Transaction and the transactions contemplated by provided for in the Merger Agreement which is considered at Purchase Agreement): (i) any extraordinary corporate transaction, such meeting of Company T Shareholdersas a merger, consolidation, share exchange or other business combination involving Seller or Company, (3ii) against any sale, lease or transfer of a material amount of the assets of Seller or Company, or any reorganization, recapitalization, dissolution or liquidation of Seller or Company, (iii) any change in a majority or more of the Persons who constitute the Board of Directors of Seller or Company, or (iv) any other action or agreement involving Seller or Company, including any proposed amendment of the Company’s certificate of incorporation or bylaws which action, proposal, transaction agreement or agreement that could reasonably be expected to (A) result amendment results in a the breach in any material respect by Seller or Company of any representation, warranty, warranty or covenant or other obligation or agreement of Company T contained in the Merger Purchase Agreement or which has the effect of impeding, interfering with, delaying, postponing, or impairing the ability of Seller or Company to consummate the Transaction or the transactions provided for in the Purchase Agreement. Notwithstanding the foregoing, (B) result nothing contained herein shall be construed to require the Shareholder to take any action or fail to take any action that the Shareholder determines in a breach good faith, after consulting with legal counsel, would be in violation of any representationapplicable law or legal duty. The Shareholder agrees that, warrantyfrom and after the date hereof and until this Agreement shall have been terminated in accordance with Section 7, covenant the Shareholder shall not enter into any agreement or other obligation or agreement of such Company T Shareholder contained in this Agreement, or (C) impede, interfere with, delay, discourage, adversely affect or inhibit understanding with any Person to vote the timely consummation of the Merger or change Shares in any manner the voting rights of any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T (other than such changes contemplated by the Merger Agreement)inconsistent herewith. (b) Each Company T Shareholder shall retain at all times the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generally.

Agreement to Vote. (a) During Subject to the period commencing on the date hereof and continuing until the earlier termination of this Agreement in accordance with Section 3 and the last paragraph of this Section 1, the Shareholder, solely in its terms, each Company T Shareholder hereby irrevocably and unconditionally agrees that at an annual or extraordinary general meeting capacity as a shareholder of the shareholders Company, shall, and shall cause any other holder of record of any of the Shareholder’s Covered Shares, to as promptly as practicable after the effective date of the Registration Statement validly execute and deliver to the Company T in respect of all of the Shareholder’s Covered Shares a written consent in respect of all of the Shareholder’s Covered Shares approving the Business Combination, including the Merger Agreement, the Reverse Share Split, the election of the Post-Closing Company Board, the A&R Memorandum and Articles of Association and any other transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for the consummation of the Business Combination and the other transactions contemplated by the Merger Agreement. In addition, subject to the last paragraph of this Section 1, prior to the Termination Date (as defined herein), the Shareholder, in its capacity as a shareholder of the Company, at any other meeting of the shareholders of the Company T(whether annual or special and whether or not an adjourned or postponed meeting, however called, called and including any adjournment, recess adjournment or postponement thereof, ) and in connection with any written consent of the shareholders of Company T and in any other circumstance upon which a votethe Company, consent or other approval of all or some of the shareholders of Company T is sought, it shall, and shall cause any other holder of record of its any of such Shareholder’s Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (ia) when such meeting is held, appear at each such meeting or otherwise cause all of its the Shareholder’s Covered Shares to be counted as present thereat for purposes the purpose of calculating establishing a quorum and respond to each request by Company T for written consent, if any; andquorum; (iib) vote vote, or cause to be voted, at such meeting all of such Shareholder’s Covered Shares owned as of the record date for such meeting in favor of (or execute and return, or cause to be executed and returned, with respect to all of such Shareholder’s Covered Shares owned as of the date thereof, a written consent to) the Business Combination, the adoption of the Merger Agreement, and any other matters necessary or reasonably requested by the Company for the consummation of the Business Combination and the other transactions contemplated by the Merger Agreement; (c) in any other circumstances upon which a consent or other approval is required under the Governing Documents of the Company or otherwise sought with respect to the Merger Agreement or the other transactions contemplated by the Merger Agreement, vote, consent or approve (or cause to be voted), consented or approved) all of such Shareholder’s Covered Shares held at such time in person or by proxyfavor thereof; (d) vote, or deliver (or cause to be delivered) a voted, at such meeting all of such Shareholder’s Covered Shares against (or refrain from granting written consent coveringto, all or cause to refrain from granting written consent to) (i) any Acquisition Proposal and (ii) any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Business Combination or any of its Covered Shares (1) in favor of the approval and authorization of the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement and the other transactions contemplated by the Merger Agreement, (2) in favor of any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Shareholders, (3) against any action, proposal, transaction or agreement that could reasonably be expected to (Ay) result in a breach of any representationcovenant, warranty, covenant representation or warranty or other obligation or agreement of the Company T contained in under the Merger Agreement, or (Bz) result in a breach of any representationcovenant, warranty, covenant representation or warranty or other obligation or agreement of such Company T Shareholder contained in this Agreement, or (C) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation . The obligations of the Merger Shareholder specified in this Section 1 shall apply whether or change in not the Business Combination or any manner the voting rights of any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition of action described above is recommended by the board of directors of the Company T (other than or the board of directors of the Company has previously recommended the Business Combination but changed such changes contemplated by the Merger Agreement)recommendation. (b) Each Company T Shareholder shall retain at all times the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generally.

Agreement to Vote. (a) During Subject to the period commencing on the date hereof and continuing until the termination terms of this Agreement in accordance with its termsAgreement, each Company T Shareholder Stockholder hereby irrevocably and unconditionally agrees that that, during the time this Agreement is in effect, at an any annual or extraordinary general special meeting of the shareholders of Company T and at any other meeting stockholders of the shareholders of Company TCompany, however called, including any adjournment, recess adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the shareholders of Company T and in any other circumstance upon which a vote, consent or other approval of all or some stockholders of the shareholders of Company T is soughtCompany, it such Stockholder shall, and shall cause any holder of record of its Covered Shares to, in each case to the fullest extent that the Covered such Stockholder’s Subject Shares are entitled to vote thereon or consent thereto: thereon: (ia) appear at each such meeting or otherwise cause all of its Covered such Subject Shares to be counted as present thereat for purposes of calculating determining a quorum and respond to each request (b) be present (in person or by Company T for written consent, if any; and (iiproxy) and vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent coveringwith respect to, all of its Covered Subject Shares (1) in favor of the approval and authorization of the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement and the other transactions contemplated by the Merger Agreement, (2) in favor of any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Shareholders, (3i) against any action, proposal, transaction action or agreement that could is intended or would reasonably be expected to (A) result in a breach of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of the Company T contained in the Merger Agreement, (B) result in a breach or of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder Stockholder contained in this Agreement, or (CB) result in any of the conditions set forth in Section 7 or Annex I of the Merger Agreement not being satisfied on or before the End Date, (ii) against any Acquisition Proposal, (iii) against any change in membership of the Company Board, (iv) against any other proposed action, agreement or transaction involving the Company that is intended, or would reasonably be expected, to impede, interfere with, delay, discouragepostpone, adversely affect or inhibit prevent the timely consummation of the Offer, the Merger or change in any manner the voting rights of any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T (other than such changes 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). , (by) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present capitalization of the Company or any amendment or other change in the Company’s organizational documents, and (v) in favor of any other matter necessary to the consummation of the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. Each Company T Shareholder Stockholder shall retain at all times the right to vote such Company T ShareholderStockholder’s Covered Subject Shares in such Company T ShareholderStockholder’s sole discretion discretion, and without any other limitation limitation, on those any matters other than those set forth in this Section 2.1(a) 1.02 that are at any time or from time to time presented for consideration to Company T Shareholders of Company T the Company’s stockholders generally.

Agreement to Vote. Each Member (aas to itself and not jointly and severally with the other Members) During the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its terms, each Company T Shareholder hereby irrevocably and unconditionally agrees that that, at an annual or extraordinary general any meeting of the shareholders of Company T and at any other meeting members of the shareholders of Company T, however called, (whether annual or special and whether or not an adjourned or postponed meeting) including any adjournmentclass meetings, recess class votes or postponement thereofclass consents, and in connection with any written consent of the shareholders of Company T and in any other circumstance upon which a vote, consent or other approval of all or some members of the shareholders of Company T is soughtCompany, it the Member shall, and shall cause any other holder of record of its any of the Member’s Covered Shares Units to: (a) if and when such meeting is held, appear at such meeting (in each case to the extent that the Covered Shares are entitled person or by proxy), and if a quorum is not present, to vote thereon (in person or consent thereto: (iby proxy) appear at each in favor of adjournment of such meeting or otherwise cause all of its Covered Shares the members to be counted a later date, as present thereat for purposes of calculating a quorum and respond to each request by Company T for written consent, if anyin accordance with the Company’s charter documents as in effect at such time; and (iib) vote (or cause to be voted)vote, in person or by proxy, or validly execute and deliver (or cause to be delivered) a any written consent covering, with respect to all of its the Member’s Covered Shares (1) Units in favor of the approval Company Required Approval (as defined in the Business Combination Agreement), and authorization any other resolutions in favor of the Merger, the Plan of Merger and the approval and adoption of the Merger Business Combination Agreement and any other matters necessary or reasonably requested by the Company for consummation of the transactions contemplated under the Business Combination Agreement and the other transactions contemplated by the Merger Business Combination Agreement; (c) vote, in person or by proxy, or validly execute and deliver any written consent with respect to all of the Member’s Covered Units against (2A) in favor any transaction, action or agreement of any related proposal kind (other than the SPAC Transaction) concerning the sale or transfer of (x) all or any material part of the business or assets of the Company or (y) any of the shares or other equity interests or profits of the Company, that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Shareholders, (3) against any action, proposal, transaction or agreement that could would reasonably be expected to (Ai) frustrate the purposes of, impede, interfere with, delay, postpone or adversely affect the SPAC Transaction (including the consummation thereof), (ii) result in a breach of any representationcovenant, warranty, covenant representation or warranty or other obligation or agreement of the Company T contained under the Business Combination Agreement, or cause any of the conditions to Closing set forth in the Merger AgreementBusiness Combination Agreement not to be fulfilled or satisfied, or (Biii) result in a breach of any representationcovenant, warranty, covenant representation or warranty or other obligation or agreement of such Company T Shareholder the Member contained in this Agreement and (B) any merger agreement or merger (other than the Business Combination Agreement), consolidation, combination, sale of all or (C) impedesubstantially all assets, interfere withscheme of arrangement, delayreorganization, discouragerecapitalization, adversely affect dissolution, liquidation or inhibit winding up of or by the timely consummation of the Merger or change Company. The agreements and obligations set forth in this Section 1 do not extend to any manner the voting rights of any class of shares of Company T (including any material amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in Business Combination Agreement or the composition of the board of directors of Company T (other than such changes contemplated by the Merger Agreement)transactions to be consummated thereby. (b) Each Company T Shareholder shall retain at all times the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generally.

Agreement to Vote. (a) During Until the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its termsTermination Date, each Company T Shareholder hereby irrevocably and unconditionally agrees that at an annual or extraordinary general any meeting of the shareholders of Company T and at any other meeting of the shareholders of Company TCompany, however called, including any adjournment, recess and at every adjournment or postponement thereofthereof (a "Company Shareholders' Meeting"), in connection with any written consent of the shareholders of Company T and in any other circumstance upon which a vote, consent or other approval of all or some of the shareholders of Company T is sought, it such Shareholder shall, and shall cause any holder of record of its Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting Company Shareholders' Meeting or otherwise cause all of his, her or its Covered Shares to be counted as present thereat at such Company Shareholders' Meeting for purposes of calculating establishing a quorum and respond to each request by Company T for written consent, if any; andquorum; (ii) vote (or execute consents with respect to his, her or its Shares, or cause his, her or its Shares to be voted), in person voted or by proxy, or deliver (or cause consents to be delivered) a written consent coveringexecuted with respect to his, all of her or its Covered Shares (1) Shares, in favor of the approval and authorization of the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement and the Articles Amendment; (iii) vote or execute consents with respect to his, her or its Shares, or cause his, her or its Shares to be voted or consents to be executed with respect to his, her or its Shares, against (A) any Alternative Transaction; or (B) any amendment of the Company Articles of Incorporation (other transactions contemplated by than the Articles Amendment) or Company Bylaws or other proposal, action or transaction involving the Company or any of the Shareholders presented to shareholders (regardless of any recommendation of the Company Board of Directors) or with respect to which vote or consent of the Shareholders is requested or sought, which amendment or other proposal, action or transaction could reasonably be expected to (1) prevent or materially impede or delay the consummation of the Merger Agreement, (2) in favor or the consummation of any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Shareholdersor this Agreement, (3) against any action, proposal, transaction or agreement that could reasonably be expected to (A2) result in a breach by the Company of any representation, warranty, covenant or other obligation or agreement of Company T the covenants contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in this Agreement, or (C) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation Section 6.1 of the Merger Agreement or (3) change in any manner the voting rights of any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change Capital Stock in a manner that would result in the composition number of the board of directors of Company T (other than such changes contemplated Shares held by the Shareholders not being sufficient to authorize the Merger Agreement(each, a "Frustrating Transaction"). (b) Each Company T Shareholder shall retain at all times the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generally.

Agreement to Vote. The Company Stockholder hereby agrees to (ai) During execute and deliver to the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its terms, each Company T Shareholder hereby irrevocably and unconditionally agrees that at an annual or extraordinary general meeting of the shareholders of Company T and at any other meeting of the shareholders of Company T, however called, including any adjournment, recess or postponement thereof, in connection with any a written consent of the shareholders stockholders of the Company T in lieu of a meeting of the stockholders (which written consent shall be delivered promptly, and in any other circumstance upon event within five (5) Business Days following the time at which a vote, consent the Registration Statement / Proxy Statement (as defined in the Business Combination Agreement) is declared effective under the U.S. Securities Act of 1933) or other approval of all or some of the shareholders of Company T is sought, it shall, and shall cause any holder of record of its Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: appear (i) appear at each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating a quorum and respond to each request by Company T for written consent, if any; and (ii) vote (or cause to be voted), in person or by proxy) at any meeting of the stockholders of Company, or deliver (or cause to be delivered) a written consent covering, and vote all of its Covered Shares (1) such Company Stockholder’s Subject Company Equity Securities in favor of (A) the approval and authorization Business Combination Agreement to be submitted to the stockholders of the Merger, the Plan of Merger and the approval and adoption of Company in connection with the Merger Agreement and the other transactions contemplated by the Merger Agreement, Business Combination Agreement and (2B) in favor such other resolutions upon which a consent or other approval is required under the Company’s amended and restated certificate of any related proposal that incorporation or applicable law or otherwise is necessary sought with respect to consummate effecting the Merger Business Combination Agreement and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T ShareholdersMerger, and (3C) against (i) any actionmerger, purchase of all or substantially all of a third party (other than the Merger) or all of the assets of a third party or other business combination transaction with a third party (other than the Business Combination Agreement and the Merger) (a “Competing Transaction”) or (ii) any proposal relating to a Competing Transaction and against any proposal, transaction action or agreement that could reasonably be expected to would (A) result in a breach impede, frustrate, prevent or nullify any provision of this Agreement, the Business Combination Agreement or any representation, warranty, covenant or other obligation or agreement of Company T contained in the Merger AgreementMerger, (B) result in a breach in any respect of any covenant, representation, warranty, covenant warranty or any other obligation or agreement of such the Company T Shareholder contained in this under the Business Combination Agreement, or (C) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation result in any of the Merger conditions set forth in Article VI of the Business Combination Agreement not being fulfilled The Company Stockholder hereby agrees that it shall not commit or change agree to take any action inconsistent with the foregoing. Upon the failure of a Company Stockholder to timely provide its consent or vote its Subject Company Equity Securities in accordance with this Section 1 pursuant to any action by written consent of the stockholders of the Company or at any applicable meeting of the stockholders of the Company such Company Stockholder shall be deemed to have irrevocably granted to, and appointed, the Company, and any designee thereof, and each of them individually, as such Company Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in such Company Stockholder’s name, place and stead, to deliver any action by written consent of the Company Stockholder’s concerning any of the matters specified in this Section 1 or attend any meeting of the Company Stockholders concerning any of the matters specified in this Section 1, to include such Company Subject Equity Securities in any manner the voting rights computation for purposes of establishing a quorum at any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition such meeting of the board of directors of Company T (other than such changes contemplated by the Merger Agreement). (b) Each Company T Shareholder shall retain at all times the right Stockholders and to provide consent or vote such Company T ShareholderStockholder’s Covered Shares Subject Equity Securities in any action by written consent of the Company Stockholders or at any meeting of the Company Stockholders called with respect to any of the matters specified in, and in accordance and consistent with, this Section 1. Each Company Stockholder hereby affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked and that such Company T Shareholder’s sole discretion irrevocable proxy is executed and without intended to be irrevocable. Notwithstanding any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders provision of Company T generallythis Agreement, the irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement.

Agreement to Vote. (a) During the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its terms, each Company T Each Shareholder hereby irrevocably and unconditionally agrees that during the term of this Agreement, at an annual or extraordinary general meeting of the shareholders of Company T TMB Meeting and at any other meeting of the shareholders Shareholders of Company Tthe Company, however called, including any adjournment, recess adjournment or postponement thereof, in connection with any written consent of the shareholders of Company T and in any other circumstance upon which a vote, consent or other approval of all or some of the shareholders of Company T is sought, it such Shareholder shall, and shall cause any holder of record of its Covered Shares to, in each case to the fullest extent that the Covered Shares are entitled to vote thereon or consent theretothereon: (ia) appear at each such meeting or otherwise cause all of its the Covered Shares as to which such Shareholder controls the right to vote to be counted as present thereat for purposes of calculating a quorum and respond to each request by Company T for written consent, if anyquorum; and (iib) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its the Covered Shares as to which such Shareholder controls the right to vote (1i) in favor of the approval and authorization of the Merger, the Plan of Merger and the approval and adoption of the Arrangement; (ii) against any action or agreement that is in opposition to, or competitive or inconsistent with, the Arrangement or that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of such Shareholder contained in this Agreement; and (iii) against any TMB Acquisition Proposal and against any other action, agreement or transaction that is prohibited by the Merger Agreement and or that would otherwise interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Arrangement or the other transactions contemplated by the Merger Agreement, (2) in favor Agreement or this Agreement or the performance by the Company of any related proposal that is necessary to consummate the Merger and the transactions contemplated by its obligations under the Merger Agreement which is considered at any or by such meeting Shareholder of Company T Shareholdersits obligations under this Agreement, (3) against any action, proposal, transaction or agreement that could reasonably be expected to including: (A) result in any extraordinary corporate transaction, such as a breach of any representationmerger, warranty, covenant consolidation or other obligation business combination involving the Company or agreement of Company T contained in its Subsidiaries (other than the Merger Agreement, Arrangement); (B) result in a breach sale, lease or transfer of a material amount of assets of the Company or any representationof its Subsidiaries or any reorganization, warranty, covenant recapitalization or other obligation liquidation of the Company or agreement any of such Company T Shareholder contained in this Agreement, or its Subsidiaries; (C) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation an election of the Merger or change in any manner the voting rights of any class of shares of Company T (including any amendments new members to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T (the Company, other than such changes contemplated nominees to the board of directors of the Company in office on the date of this Agreement; (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 the Merger Agreement). Parent; or (bE) Each Company T Shareholder shall retain at all times the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth change in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generallythe Company’s corporate structure.

Agreement to Vote. (a) During Subject to the period commencing on the date hereof terms and continuing until the termination of this Agreement in accordance with its termsconditions set forth herein, each Company T Shareholder Party hereby irrevocably and unconditionally agrees that that, to the extent such Party or any Affiliate of such Party Beneficially Owns any Covered Securities, at an any annual or extraordinary general special meeting of the shareholders stockholders of the Company T and at any other meeting of the shareholders stockholders of Company Tthe Company, however called, including any adjournment, recess or postponement thereof, in connection with any written consent of the shareholders stockholders of the Company T and in any other circumstance upon which a vote, consent or other approval of all or some of the shareholders stockholders of the Company T is sought, it shallsuch Party shall (solely in his, her or its capacity as Beneficial Owner of his, her or its Covered Securities), and shall cause any holder of record of its the Covered Shares Securities Beneficially Owned by such Party or any Affiliate of such Party to, in each case to the extent that the Covered Shares Securities are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause all of the Covered Securities Beneficially Owned by such Party and his, her or its Covered Shares Affiliates to be counted as present thereat in accordance with procedures applicable to such meeting so as to ensure such Party is duly counted for purposes of calculating a quorum and for purposes of recording the result of any applicable vote or consent and respond to each request by the Company T for written consent, if any; and (ii) vote (vote, or cause to be voted), whether on a show of hands or a poll and whether in person or by proxy, or deliver (deliver, or cause to be delivered) , a written consent covering, all of the Covered Securities Beneficially Owned by such Party and his, her or its Covered Shares Affiliates (1w) in favor of the approval approval, adoption and authorization of the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement and the approval of the Transaction and any other transactions contemplated by the Merger Agreement, (2x) in favor of any related proposal that is necessary other matters required to consummate the Transaction and any other transactions contemplated by the Merger Agreement, (y) against any Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to the Transaction or in competition or inconsistent with the Transaction, and (z) against any other action, agreement or transaction that is intended to facilitate an Acquisition Proposal or is intended to or could prevent, impede, or, in any material respect, interfere with, delay or adversely affect the Transaction or any other transactions contemplated by the Merger Agreement which is considered at any or the performance by such meeting Party of Company T Shareholdershis, (3) against any action, proposal, transaction her or agreement that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in its obligations under this Agreement, or (C) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or change in any manner the voting rights of any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T (other than such changes contemplated by the Merger Agreement). (b) Each Company T Shareholder Subject to the terms and conditions set forth herein, each Party shall, and shall cause his, her or its Affiliates, during the Exclusivity Period, retain at all times the right to vote or consent with respect to such Company T ShareholderParty’s or his, her or its Affiliates’ Covered Shares Securities in such Company T ShareholderParty’s or his, her or its Affiliates’ sole discretion (as applicable) and without any other limitation on those matters matters, other than those limitations contained in Section 4.2(a). (c) The obligations of each Party set forth in this Section 2.1(a) that 4.2 are at any time or from time to time presented for consideration to Company T Shareholders of Company T generallyirrevocable.

Agreement to Vote. Sponsor hereby agrees that from the date hereof until the earlier of (a) During the period commencing on Closing, and (b) the date hereof and continuing until valid termination of the Merger Agreement in accordance with Section 10 thereof or the termination of this Agreement in accordance with its termsAgreement, each Company T Shareholder hereby irrevocably (i) to vote (or cause to be voted) or execute and unconditionally agrees that deliver a written consent (or cause a written consent to be executed and delivered) at an annual or extraordinary general any meeting of the shareholders of Company T and at any other meeting of the shareholders of Company TAcquiror, however called, including or at any adjournment, recess or postponement adjournment thereof, in connection with any written consent of the shareholders of Company T and or in any other circumstance upon in which a the vote, consent or other approval of all or some of the shareholders of Company T Acquiror is sought, it shall, sought (and shall cause appear at any holder of record of its Covered Shares tosuch meeting, in each case to the extent that the Covered Shares are entitled to vote thereon person or consent thereto: (i) appear at each such meeting by proxy, or otherwise cause all of its Covered Shares such holder’s Subject Acquiror Equity Securities to be counted as present thereat for purposes of calculating establishing a quorum and respond to each request by Company T for written consent, if any; and (ii) vote (or cause to be votedquorum), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its Covered Shares Sponsor’s Acquiror Class B Common Stock (1together with any other Equity Securities of Acquiror that 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 Acquiror Equity Securities”) (A) in favor of the approval and authorization Acquiror Stockholder Matters, (B) against any merger agreement or merger, consolidation, combination, sale of the Mergersubstantial assets, the Plan reorganization, recapitalization, dissolution, liquidation or winding up of Merger and the approval and adoption of or by Acquiror (other than the Merger Agreement and the Transactions), (C) against any proposal in opposition to approval of the Merger Agreement or in competition with or inconsistent with the Merger Agreement or the Transactions, (D) against any change in the business of Acquiror or the Acquiror Board (other transactions contemplated by 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, warranty or any other obligation or agreement of any Acquiror Party under the Merger Agreement, (23) result in favor any of any related proposal that is necessary to consummate the Merger and the transactions contemplated by conditions set forth in Article 9 of the Merger Agreement which is considered at any such meeting of Company T Shareholders, (3) against any action, proposal, transaction or agreement that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in this Agreement, not being fulfilled or (C4) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Acquiror, (ii) not to redeem, elect to redeem or tender or submit any of its Subject Acquiror Equity Securities for redemption in connection with the Merger Agreement or the Transactions, (iii) not to commit or agree to take any action inconsistent with the foregoing, (iv) to comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of November 24, 2020, by and among Acquiror, its officers, its directors and Sponsor (the “Voting Letter Agreement”), including the obligations of Sponsor pursuant to Section 1 therein not to redeem any shares of Company T Acquiror Common Stock owned by Sponsor in connection with the Transactions, (including v) not to modify or amend any amendments Contract between or among Sponsor and any Affiliate of such Sponsor (other than Acquiror or any of its Subsidiaries), on the one hand, and Acquiror or any of Acquiror’s Subsidiaries, on the other hand, related to the memorandum and articles Transactions, including, for the avoidance of association of Company T)doubt, (4) against any Acquisition Proposalthe Voting Letter Agreement, and (5vi) against any change to comply with the transfer restrictions set forth in the composition Voting Letter Agreement irrespective of any release or waiver thereof, as if such transfer restrictions remain in effect until the valid termination of the board Merger Agreement in accordance with Section 10 thereof or the termination of directors this Agreement (regardless of Company T (other than any earlier termination of such changes contemplated by transfer restrictions set forth in the Merger Voting Letter Agreement). (b) Each Company T Shareholder shall retain at all times the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generally.

Agreement to Vote. (a) During the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its terms, each The Core Company T Shareholder Securityholder hereby irrevocably and unconditionally agrees that during the period between the execution of this Agreement and the earlier of (i) the termination of the BCA in accordance with its terms and (ii) the Closing, at an annual or extraordinary general a meeting of the Company’s shareholders of Company T (the “Special Meeting”), and at any other meeting of the shareholders of Company Tthe Company, however called, including any adjournment, recess adjournment or postponement thereof, and in connection with any written consent of the shareholders of the Company, the Core Company T and in any other circumstance upon which a vote, consent or other approval of all or some of the shareholders of Company T is sought, it Securityholder shall, and shall cause any holder of record of its Covered Shares to, in each case to the fullest extent that the Covered Shares of the Core Company Securityholder are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause all of its such Covered Shares to be counted as present thereat for purposes of calculating a quorum and quorum, or respond to each the request by the Company T for written consent, if anyas applicable; and (ii) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a by written consent coveringconsent, as applicable, all of its such Covered Shares (1A) in favor of (1) the adoption and approval and authorization of the Merger, the Plan of Merger BCA and the related plan of arrangement and approval and adoption of any other matters necessary or reasonably requested by the Merger Agreement Company and the other transactions contemplated by the Merger AgreementSPAC in connection therewith, and (2) in favor of any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at adjourn or postpone any such meeting of the shareholders of the Company T Shareholdersat which any of the foregoing matters are submitted for consideration and vote of the shareholders of the Company to a later date if there are not a quorum or sufficient votes for approval of such matters on the date on which the meeting is held to vote upon any of the foregoing matters; (B) if a shareholder vote is required with respect thereto, (3) against any action, proposal, transaction action or agreement that could reasonably be expected to (A) would result in a breach of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of the Company T contained in the Merger AgreementBCA, (B) result in a breach or of any representation, warranty, covenant or other obligation or agreement of such the Core Company T Shareholder Securityholder contained in this Agreement, or ; and (C) if a shareholder vote is required with respect thereto, against (1) any proposals that compete with the Business Combination or involve any other transaction, business combination and/or plan of arrangement with a Person other than the SPAC or its Affiliates that is required or permitted to be submitted to a vote of the shareholders of the Company, (2) any other action, agreement or transaction involving the Company or any of its Affiliates that is intended, or would reasonably be expected to, impede, interfere with, delay, discouragepostpone, adversely affect or inhibit prevent the timely consummation of the Merger Business Combination and/or the related plan of arrangement or this Agreement or the performance by the Company of its obligations under the BCA or by the Core Company Securityholder of its obligations under this Agreement and (3) any proposal, action or agreement that would change in any manner the dividend policy or capitalization of, including the voting rights of of, any class of shares capital stock or other securities of the Company T (including any amendments other than, in the case of this clause (3), pursuant to the memorandum BCA or the Ancillary Documents and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T (other than such changes transactions contemplated by the Merger Agreementthereby). (b) Each The Core Company T Shareholder Securityholder hereby (i) waives, and agrees not to exercise or assert, any dissent, appraisal or similar rights in connection with the Arrangement and (ii) agrees (A) not to commence or participate in, and (B) to take all actions necessary to opt out of, any class action with respect to, any claim, derivative or otherwise, against the Company or any of its Affiliates relating to the negotiation, execution or delivery of this Agreement, the BCA or the consummation of the Business Combination and/or the related plan of arrangement, including any claim (1) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (2) alleging a breach of any fiduciary duty of the Board of Directors of the Company in connection with this Agreement, the BCA or the Business Combination and/or the related plan of arrangement. (c) The obligations of the Core Company Securityholder specified in this Section 2.01 shall retain at all times apply whether or not (i) the right to vote Business Combination, the BCA, the related plan of arrangement or any action described above is recommended by the Board of Directors of the Company (or any committee thereof) or (ii) the Board of Directors of the Company has previously recommended the Business Combination, the BCA, the related plan of arrangement or any action described above and subsequently withdrawn or otherwise changed such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generallyrecommendation.

Agreement to Vote. (a) During Each Shareholder hereby severally as to itself only, but not jointly with any other Shareholder, agrees that during the period commencing on the date hereof and continuing until the termination term of this Agreement in accordance with its termsAgreement, each at the Company T Shareholder hereby irrevocably and unconditionally agrees that at an annual or extraordinary general meeting of the shareholders of Company T Shareholders Meeting and at any other meeting of the shareholders of Company Tthe Company, however called, including any adjournment, recess adjournment or postponement thereof, and in connection with any written consent of the shareholders of Company T and in any other circumstance upon which a votethe Company, consent or other approval of all or some of the shareholders of Company T is sought, it such Shareholder shall, and shall cause any holder of record of its Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (ia) appear at each such meeting or otherwise cause all of its the Covered Shares as to which such Shareholder controls the right to vote to be counted as present thereat for purposes of calculating a quorum and respond to each request by Company T for written consent, if anyquorum; and (iib) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its the Covered Shares (1i) in favor of the approval and authorization of the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement and the other transactions contemplated by the Merger Agreement, (2ii) in favor of any related proposal that is necessary to consummate in furtherance of the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Shareholders, and the Split-Off Agreements; (3iii) against any action, proposal, transaction action or agreement that could reasonably be expected to (A) would result in a breach of any representationmaterial covenant, warranty, covenant representation or warranty or any other obligation or agreement of the Company T contained in the Merger AgreementAgreement or the Split-Off Agreements, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in this Agreement; and (iv) against any Takeover Proposal; provided that if, or (Cin response to a Superior Proposal received by the Company Board after the date of this Agreement, the Company Board makes a Company Adverse Recommendation Change in accordance with Section 5.4(d) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger Agreement, the number of such Shareholder’s Covered Shares (which are entitled to so vote or change in any manner the voting rights of any class of shares of Company T consent) that are subject to this Section 2.1 shall be reduced (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition on a pro rata basis with each other shareholder of the board of directors of Company T (other than such changes who executed a similar voting agreement in connection with the Merger and the transactions contemplated by the Merger AgreementAgreement and the Split-Off Agreements (the “Other Voting Agreements”)) to the extent necessary in order that the aggregate number of Covered Shares subject to this Section 2.1 together with all other shares of Common Stock (or other securities of the Company entitled to so vote or consent) subject to the Other Voting Agreements represents no more than 45% of the Common Stock (and any other voting securities of the Company) outstanding at the time of such vote or written consent and entitled to so vote or consent; and provided further, that Section 2.1 shall not require any Shareholder to vote or consent (or cause any Affiliate to vote or consent) in favor of the Merger Agreement or any of the transactions contemplated thereby, to the extent that the Merger Agreement or any Split-Off Agreement (i) has been amended or waived to reduce the Per Share Merger Consideration or the Closing Consideration or (ii) has been amended or waived in a manner that is materially adverse, when considered in the aggregate together with other waivers or amendments, to the shareholders of the Company. (bc) Each Company T Notwithstanding the foregoing, such Shareholder shall retain at all times the right remain free to vote such Company T Shareholder’s (or execute consents or proxies with respect to) the Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generally.with respect

Agreement to Vote. (a) During the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its terms, each Company T Shareholder hereby irrevocably and unconditionally agrees that at an annual or extraordinary general At any meeting of the shareholders of Company T and at any other meeting stockholders of the shareholders Company called for the approval of Company Tthe Transactions or any Third Party Transaction, however called, including or at any adjournment, recess adjournment or postponement thereof, or in connection with any written consent of the shareholders holders of shares of Company T and Common Stock, or in any other circumstance upon circumstances in which a Stockholder is entitled to vote, consent or give any other approval of all or some of the shareholders of Company T is sought, it shall, and shall cause any holder of record of its Covered Shares to, in each case with respect to the extent that the Covered Shares are entitled to vote thereon Transactions or consent thereto: (i) appear at each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating a quorum and respond to each request by Company T for written consentany Third Party Transaction, if any; and (ii) Stockholder shall vote (or cause to be voted)) the Subject Shares at the sole discretion and direction of Merger Sub with respect to adoption and approval of the Transactions or any Third Party Transaction and the approval of the terms thereof and each of the other actions contemplated by this Agreement, in person the Transactions or by proxyany Third Party Transaction and any amendments hereto or thereto. At any meeting of stockholders of the Company, however called, or deliver at any adjournment thereof, or in connection with any written consent of the holders of shares of Company Common Stock or in any other circumstances in which Stockholder is entitled to vote, consent or give any other approval, Stockholder shall vote (or cause to be deliveredvoted) the Subject Shares against the following actions: (i) any action or agreement that would result in a written consent coveringbreach of any covenant, all of its Covered Shares (1) in favor representation or warranty or any other obligation or agreement of the approval and authorization of the Merger, the Plan of Merger and the approval and adoption of Company under the Merger Agreement and the other transactions contemplated by the Merger Agreement, or of Stockholder hereunder; or (2ii) in favor of any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Shareholders, (3) against any action, proposal, transaction action or agreement that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in this Agreement, or (C) impede, interfere with, prevent, materially delay, discouragenullify, adversely affect materially postpone or inhibit attempt to discourage the timely consummation Merger and/or the other Transactions, including, but not limited to: (A) the adoption by the Company of a proposal regarding (1) the acquisition of the Company by merger, tender offer or otherwise by any person other than Merger Sub or any designee thereof (a "Third Party"), or any other merger, combination or similar transaction with any Third Party; (2) the acquisition by a Third Party of 5% or more of the assets of the Company and its subsidiaries, taken as a whole (whether by the acquisition of assets or securities of, or any merger, consolidation or other business combination involving, the Company or any of its subsidiaries); (3) the acquisition by a Third Party of 5% or more of the outstanding shares of Company Common Stock, or (4) the repurchase by the Company and/or any of its subsidiaries of 5% or more of the outstanding shares of Company Common Stock; (B) any amendment of the Company's Certificate of Incorporation or By-laws or other proposal or transaction involving the Company or any of its subsidiaries, which amendment or other proposal or transaction could in any manner reasonably be expected to impede, interfere with, prevent, materially delay, nullify, materially postpone or attempt to discourage the Merger and/or the other Transactions, or change in any manner the rights and privileges, including, without limitation, voting rights of any class of shares of Company T the Company's capital stock; (including any amendments to the memorandum and articles of association of Company T), (4C) against any Acquisition Proposal, and (5) against any change in the composition of the management or board of directors of the Company T (other than such changes contemplated by that could in any manner reasonably be expected to impede, interfere with, prevent, materially delay, nullify, materially postpone or attempt to discourage the Merger Agreement). (b) Each Company T Shareholder shall retain at all times the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generally.and/or the

Agreement to Vote. (a) During the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its termsExpiration Time, each Company T Shareholder hereby Stockholder, with respect to its, his or her Subject Shares, severally and not jointly, unconditionally and irrevocably and unconditionally agrees that that, at an annual or extraordinary general any meeting of the shareholders of Company T and at any other meeting stockholders of the shareholders of Company T, however called, including (or any adjournment, recess adjournment or postponement thereof), and in connection with any action by written consent of the shareholders stockholders of the Company T requested by the Company Board (which written consent shall be delivered promptly, and in any other circumstance upon which a voteevent within two (2) Business Days, consent or other approval of all or some of after (x) the shareholders of Registration Statement has been declared effective, and (y) the Company T is soughtrequests such delivery), it such Stockholder shall, and shall cause any holder of record of its Covered Shares toif a meeting is held, appear at the meeting, in each case to the extent that the Covered Shares are entitled to vote thereon person or consent thereto: (i) appear at each such meeting by proxy, or otherwise cause all of its Covered its, his or her Subject Shares to be counted as present thereat for purposes of calculating establishing a quorum quorum, and respond to each request by Company T for written consent, if any; and (ii) such Stockholder shall vote or provide consent (or cause to be votedvoted or consented), in person or by proxy, all of its, his or deliver her Subject Shares: (a) to approve and adopt the Merger Agreement and the Transactions; (b) in any other circumstances upon which a consent or other approval is required under the Company Governing Documents or otherwise sought with respect to, or in connection with, the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be deliveredvoted, consented or approved) a written consent covering, all of its Covered such Stockholder’s Subject Shares (1) held at such time in favor thereof; and (c) against any Competing Transaction or any proposal, action or agreement that would impede, frustrate, prevent or nullify any provision of the approval and authorization of the Mergerthis Agreement, the Plan of Merger and the approval and adoption of the Merger Agreement and or the Merger. Each Stockholder hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing. Notwithstanding the foregoing, such Stockholder shall not vote or provide consent with respect to any of its, his or her Subject Shares to the extent Stockholder is not a director, officer or affiliate of the Company or holder of Subject Shares representing greater than 5% of the outstanding shares of capital stock of the Company, or take any other transactions action, in each case to the extent any such vote, consent or other action would preclude Nocturne from filing with the SEC the Registration Statement on Form S-4 as contemplated by the Merger Agreement, (2) in favor of any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Shareholders, (3) against any action, proposal, transaction or agreement that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in this Agreement, or (C) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or change in any manner the voting rights of any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T (other than such changes contemplated by the Merger Agreement). (b) Each Company T Shareholder shall retain at all times the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generally.

Agreement to Vote. (a) During the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its terms, each Company T Shareholder hereby agrees irrevocably and unconditionally agrees that at an annual or extraordinary general meeting of the shareholders of Company T Shareholders’ Meeting and at any other meeting of the shareholders of Company Tthe Company, however called, including any adjournment, recess or postponement thereof, in connection with any written consent of the shareholders of the Company T and in any other circumstance upon which a vote, consent or other approval of all or some of the shareholders of the Company T is sought, he, she or it shall, and shall cause any holder of record of his, her or its Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (ia) appear at each such meeting or otherwise cause all of his, her or its Covered Shares to be counted as present thereat for purposes of calculating a quorum and respond to each request by the Company T for written consent, if any; and (iib) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of his, her or its Covered Shares (1i) in favor of the approval and authorization adoption of the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement and the other transactions contemplated by the Merger AgreementTransactions, (2ii) in favor of any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T ShareholdersTransactions, (3iii) against any action, proposal, transaction or agreement that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of the Company T contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant Agreement or other obligation or agreement of such Company T Shareholder contained in this Agreement, or (CB) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or change in any manner the voting rights of any class of shares of the Company T (including any amendments to the memorandum and articles of association of Company TOrganizational Documents), and (4iv) against any Acquisition Takeover Proposal, and (5) against any change in the composition of the board of directors of Company T (other than such changes contemplated by the Merger Agreement). (b) Each Company T Shareholder shall retain at all times the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generally.

Agreement to Vote. (a) During Stockholder agrees during the period commencing on the date hereof and continuing until the termination term of this Agreement in accordance with its terms, each Company T Shareholder hereby irrevocably and unconditionally agrees that at an annual to vote the Shares or extraordinary general meeting execute a written consent or consents if stockholders of the shareholders Company are requested to vote their shares through the execution of Company T and at any other meeting of the shareholders of Company T, however called, including any adjournment, recess or postponement thereof, in connection with any a written consent in lieu of the shareholders meeting (a form of Company T and in any other circumstance upon which a vote, consent or other approval of all or some of the shareholders of Company T is sought, it shallattached hereto as Exhibit A), and shall to cause any holder of record of its Covered to so vote the Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating execute a quorum and respond to each request by Company T for written consent, if any; and : (ii) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its Covered Shares (1a) in favor of the approval and authorization of the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement and the Acquisitions at every meeting, or in connection with any action by written consent, of stockholders of the Company at which such matters are considered and at every adjournment or postponement thereof; (b) against (1) any Acquisition Proposal, other transactions contemplated by than the Merger AgreementAcquisitions, (2) any action, proposal, transaction or agreement which could reasonably be expected to result in favor a breach of any related proposal that is necessary to consummate covenant, representation or warranty or any other obligation or agreement of the Merger and the transactions contemplated by Company under the Merger Agreement which is considered at any such meeting or of Company T Shareholders, Stockholder under this Agreement and (3) against any action, proposal, transaction or agreement that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in this Agreement, or (C) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Acquisitions or the fulfillment of Holdco, the Merger Sub’s or the Company’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of the Company T (including any amendments amendment to the memorandum and articles Islet Charter or the Islet By-laws). Stockholder shall not enter into any tender, voting or other agreement, or grant a proxy or power of association attorney, with respect to the Shares that is inconsistent with this Agreement or otherwise take any other action with respect to the Shares that would in any way restrict, limit or interfere with the performance of Company T)Stockholder’s obligations hereunder or the transactions contemplated hereby, (4) against any Acquisition Proposal, and (5) against any change in including the composition approval of the board of directors of Company T (other than such changes contemplated by Merger Agreement and the Merger Agreement)Acquisitions. (b) Each Company T Shareholder shall retain at all times the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generally.

Agreement to Vote. (a) During Subject to the period commencing on the date hereof and continuing until the earlier termination of this Agreement in accordance with Section 3 and the last paragraph of this Section 1, the Shareholder, solely in his, her or its terms, each Company T Shareholder hereby irrevocably and unconditionally agrees that at an annual capacity as a shareholder or extraordinary general meeting proxy holder of the shareholders Company, shall, and shall cause any other holder of record of any of the Shareholder’s Covered Shares, to validly execute and deliver to the Company in respect of all of the Shareholder’s Covered Shares, on (or effective as of) the third (3rd) Business Day following the date that the notice of Company T Shareholder Meeting is delivered by the Company to the Company’s Shareholders, a written consent in respect of all of the Shareholder’s Covered Shares approving the Business Combination, the Share Split, the Business Combination Agreement, the election of the Post-Closing Company Board, the adoption of the Company Memorandum and Articles of Association, the other transactions contemplated thereby and any other matters necessary or reasonably requested by the Company for consummation of the Business Combination and the other transactions contemplated by the Business Combination Agreement. In addition, subject to the last paragraph of this Section 1, prior to the Termination Date (as defined herein), the Shareholder, in his, her or its capacity as a shareholder or proxy holder of the Company, at any other meeting of the shareholders of the Company T(whether annual or special and whether or not an adjourned or postponed meeting, however called, called and including any adjournment, recess adjournment or postponement thereof, ) and in connection with any written consent of the shareholders of Company T and in any other circumstance upon which a votethe Company, consent or other approval of all or some of the shareholders of Company T is sought, it shall, and shall cause any other holder of record of its any of such Shareholder’s Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (ia) when such meeting is held, appear at each such meeting or otherwise cause all of its the Shareholder’s Covered Shares to be counted as present thereat for purposes the purpose of calculating establishing a quorum and respond to each request by Company T for written consent, if any; andquorum; (iib) vote (or cause to be votedexecute and return an action by written consent), in person or by proxy, or deliver (or cause to be delivered) a written voted at such meeting (or validly execute and return and cause such consent coveringto be granted with respect to), all of its such Shareholder’s Covered Shares owned as of the record date for such meeting (1or the date that any written consent is executed by such Shareholder) in favor of the approval and authorization of the MergerBusiness Combination, the Plan of Merger and the approval and adoption of the Merger Agreement Business Combination Agreement, and any other matters necessary or reasonably requested by the Company for consummation of the Business Combination and the other transactions contemplated by the Merger Business Combination Agreement, ; (2c) in favor any other circumstances upon which a consent or other approval is required under the Organizational Documents of any related proposal that is necessary the Company or the Investment Agreements or otherwise sought with respect to consummate the Merger and Business Combination Agreement or the other transactions contemplated by the Merger Agreement which is considered Business Combination Agreement, vote, consent or approve (or cause to be voted, consented or approved) all of such Shareholder’s Covered Shares held at any such time in favor thereof; (d) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of Company T Shareholders, such Shareholder’s Covered Shares against (3i) against any action, proposal, transaction or agreement Acquisition Proposal and (ii) any other action that could would reasonably be expected to (Ax) materially impede, interfere with, delay, postpone or adversely affect the Business Combination or any of the other transactions contemplated by the Business Combination Agreement, (y) result in a breach of any representationcovenant, warranty, covenant representation or warranty or other obligation or agreement of the Company T contained in under the Merger Agreement, Business Combination Agreement or (Bz) result in a breach of any representationcovenant, warranty, covenant representation or warranty or other obligation or agreement of such Company T Shareholder contained in this Agreement, . The obligations of each Shareholder specified in this Section 1 shall apply whether or (C) impede, interfere with, delay, discourage, adversely affect not the Business Combination or inhibit the timely consummation of the Merger or change in any manner the voting rights of any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition of action described above is recommended by the board of directors of the Company T (other than or the board of directors of the Company has previously recommended the Business Combination but changed such changes contemplated by the Merger Agreement)recommendation. (b) Each Company T Shareholder shall retain at all times the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generally.

Agreement to Vote. (a) During the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its terms, each Company T Shareholder Each Party hereby irrevocably and unconditionally agrees that that, to the extent it Beneficially Owns any Covered Shares, at an any annual or extraordinary general meeting of the shareholders of the Company T and at any other meeting of the shareholders of Company Tthe Company, however called, including any adjournment, recess or postponement thereof, in connection with any written consent of the shareholders of the Company T and in any other circumstance upon which a vote, consent or other approval of all or some of the shareholders of the Company T is sought, it shallshall (solely in its capacity as Beneficial Owner of its Covered Shares), and shall cause any holder of record of its Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat in accordance with procedures applicable to such meeting so as to ensure such Party is duly counted for purposes of calculating a quorum and for purposes of recording the result of any applicable vote or consent and respond to each request by the Company T for written consent, if any; and (ii) vote (vote, or cause to be voted), whether on a show of hands or a poll and whether in person or by proxy, or deliver (deliver, or cause to be delivered) , a written consent covering, all of its Covered Shares (1A) in favor of the approval approval, adoption and authorization of the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement and the approval of the Transaction and any other transactions contemplated by the Merger Agreement, (2B) in favor of any related proposal that is necessary other matters required to consummate the Transaction and any other transactions contemplated by the Merger Agreement, (C) against any Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to the Transaction or in competition or inconsistent with the Transaction, and (D) against any other action, agreement or transaction that is intended to facilitate an Acquisition Proposal or is intended to or could prevent, impede, or, in any material respect, interfere with, delay or adversely affect the Transaction or any other transactions contemplated by the Merger Agreement which is considered at any or the performance by such meeting Party of Company T Shareholders, (3) against any action, proposal, transaction or agreement that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in its obligations under this Agreement, or (C) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or change in any manner the voting rights of any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T (other than such changes contemplated by the Merger Agreement). (b) Each Company T Shareholder Party shall retain at all times the right to vote or consent with respect to such Company T ShareholderParty’s Covered Shares in such Company T ShareholderParty’s sole discretion and without any other limitation on those matters matters, other than those limitations contained in Section 4.2(a). (c) The obligations of each Party set forth in this Section 2.1(a) that 4.2 are at any time or from time to time presented for consideration to Company T Shareholders irrevocable until the termination of Company T generallythis Agreement in accordance with its terms.

Agreement to Vote. (a) During Each Stockholder hereby agrees that during the period commencing on the date hereof and continuing until the termination term of this Agreement in accordance with its termsAgreement, each at the Company T Shareholder hereby irrevocably and unconditionally agrees that at an annual Stockholder Meeting or extraordinary general meeting of the shareholders of Company T and at any other meeting of the shareholders stockholders of Company Tthe Company, however called, including any adjournment, recess adjournment or postponement thereof, or in connection with any written consent of the shareholders of Company T and in any other circumstance upon which a vote, consent or other approval of all or some stockholders of the shareholders of Company T is soughtCompany, it such Stockholder shall, and shall cause any holder of record of its Covered Shares to, in each case to the fullest extent that the such Stockholder’s Covered Shares are entitled to vote thereon or consent thereto: (ia) appear at each such meeting or otherwise cause all of its such Stockholder’s Covered Shares to be cast in accordance with the applicable procedures relating thereto so as to ensure that they are duly counted as present thereat for purposes of calculating a quorum and respond to each request by Company T for written consent, if anyquorum; and (iib) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its such Stockholder’s Covered Shares (1i) in favor of the approval and authorization of the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement and the any other transactions contemplated action reasonably requested by the Merger Agreement, Parent in furtherance thereof; (2) in favor of any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Shareholders, (3ii) against any action, proposal, transaction or agreement that could would reasonably be expected to (A) result in a breach in any respect of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of the Company T contained in the Merger Agreement, (B) result in a breach or of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder Stockholder contained in this Agreement; and (iii) against any Company Acquisition Proposal or (except as otherwise approved in writing by Parent) any other action, agreement or transaction that is intended, or (C) could reasonably be expected, to materially impede, interfere with, delay, discouragepostpone, discourage or adversely affect or inhibit the timely consummation of Offer, the Merger or change in any manner of the voting rights other transactions contemplated by the Merger Agreement or this Agreement or the performance by such Stockholder of its obligations under this Agreement, including, without limitation: (A) any class extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its Subsidiaries (other than the Offer and the Merger); (B) a sale, lease or transfer of shares a material amount of assets of the Company T or any of its Subsidiaries or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (including any amendments C) an election of new members to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T (the Company, other than such changes contemplated by nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement). ; (bD) Each any material change in the present capitalization or dividend policy of the Company T Shareholder shall retain at all times or any amendment or other change to the right to vote such Company T ShareholderCompany’s Covered Shares in such Company T Shareholder’s sole discretion and without articles of incorporation or bylaws, except if approved by Parent; or (E) any other limitation on those matters other than those set forth material change in Section 2.1(a) that are at any time the Company’s corporate structure or from time to time presented for consideration to Company T Shareholders of Company T generallybusiness.

Agreement to Vote. (a) During the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its terms, each Company T Shareholder hereby irrevocably and unconditionally agrees that at an annual or extraordinary general At any meeting of the shareholders of Company T and at any other meeting stockholders of the shareholders Company called for the approval of Company Tthe Transactions or any Third Party Transaction, however called, including or at any adjournment, recess adjournment or postponement thereof, or in connection with any written consent of the shareholders holders of shares of Company T and Common Stock, or in any other circumstance upon circumstances in which a Stockholder is entitled to vote, consent or give any other approval of all or some of the shareholders of Company T is sought, it shall, and shall cause any holder of record of its Covered Shares to, in each case with respect to the extent that the Covered Shares are entitled to vote thereon Transactions or consent thereto: (i) appear at each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating a quorum and respond to each request by Company T for written consentany Third Party Transaction, if any; and (ii) Stockholder shall vote (or cause to be voted)) the Subject Shares at the sole discretion and direction of Merger Sub with respect to adoption and approval of the Transactions or any Third Party Transaction and the approval of the terms thereof and each of the other actions contemplated by this Agreement, in person the Transactions or by proxyany Third Party Transaction and any amendments hereto or thereto. At any meeting of stockholders of the Company, however called, or deliver at any adjournment thereof, or in connection with any written consent of the holders of shares of Company Common Stock or in any other circumstances in which Stockholder is entitled to vote, consent or give any other approval, Stockholder shall vote (or cause to be deliveredvoted) the Subject Shares against the following actions: (i) any action or agreement that would result in a written consent coveringbreach of any covenant, all of its Covered Shares (1) in favor representation or warranty or any other obligation or agreement of the approval and authorization of the Merger, the Plan of Merger and the approval and adoption of Company under the Merger Agreement and the other transactions contemplated by the Merger Agreement, or of Stockholder hereunder; or (2ii) in favor of any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Shareholders, (3) against any action, proposal, transaction action or agreement that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in this Agreement, or (C) impede, interfere with, prevent, materially delay, discouragenullify, adversely affect materially postpone or inhibit attempt to discourage the timely consummation Merger and/or the other Transactions, including, but not limited to: (A) the adoption by the Company of a proposal regarding (1) the acquisition of the Company by merger, tender offer or otherwise by any person other than Merger Sub or any designee thereof (a "Third Party"), or any other merger, combination or similar transaction with any Third Party; (2) the acquisition by a Third Party of 5% or more of the assets of the Company and its subsidiaries, taken as a whole (whether by the acquisition of assets or securities of, or any merger, consolidation or other business combination involving, the Company or any of its subsidiaries); (3) the acquisition by a Third Party of 5% or more of the outstanding shares of Company Common Stock, or (4) the repurchase by the Company and/or any of its subsidiaries of 5% or more of the outstanding shares of Company Common Stock; (B) any amendment of the Company's Certificate of Incorporation or By-laws or other proposal or transaction involving the Company or any of its subsidiaries, which amendment or other proposal or transaction could in any manner reasonably be expected to impede, interfere with, prevent, materially delay, nullify, materially postpone or attempt to discourage the Merger and/or the other Transactions, or change in any manner the rights and privileges, including, without limitation, voting rights of any class of shares of Company T the Company's capital stock; (including any amendments to the memorandum and articles of association of Company T), (4C) against any Acquisition Proposal, and (5) against any change in the composition of the management or board of directors of the Company T that could in any manner reasonably be expected to impede, interfere with, prevent, materially delay, nullify, materially postpone or attempt to discourage the Merger and/or the Transactions; (D) any material change in the present capitalization (other than such changes contemplated by pursuant to the Merger Contribution Agreement). (b) Each Company T Shareholder shall retain at all times the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generally.or

Agreement to Vote. (a) During the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its termsterms (the “Term”), each Company T Shareholder hereby irrevocably and unconditionally agrees that at an annual or extraordinary general meeting of the shareholders of Company T HiSoft and at any other meeting of the shareholders of Company THiSoft, however called, including any adjournment, recess or postponement thereof, in connection with any written consent of the shareholders of Company T HiSoft and in any other circumstance upon which a vote, consent or other approval of all or some of the shareholders of Company T HiSoft is soughtsought (the date of any such vote, it consent or approval, a “Voting Date”), such Shareholder shall, and shall cause any holder of record of its Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat in accordance with the procedures applicable to such meeting so as to ensure such Shareholder is duly counted for purposes of calculating a quorum and for purposes of recording the result of any applicable vote or consent, and respond to each request by Company T HiSoft for written consent, if any; and (ii) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its Covered Shares (1) in favor of the approval and authorization of the Mergerof, the Plan of Merger Capital Increase, the Share Consolidation, the Articles Amendments and the approval and adoption of the Merger Agreement and the other transactions contemplated by the Merger AgreementShare Issuance, (2) in favor of any related proposal that is reasonably necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T the HiSoft Shareholders, (3) against any action, proposal, transaction or agreement that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T HiSoft contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in this Agreement, or (C) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or change in any manner the voting rights of any class of shares of Company T HiSoft (including any amendments to the memorandum and articles of association of Company THiSoft, other than such amendments contemplated by the Merger Agreement and/or any amendments that will not (i) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or (ii) have a disproportionate adverse effect on VanceInfo shareholders relative to current holders of HiSoft Shares), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T HiSoft (other than such changes contemplated by the Merger Agreement). (b) Each Company T During the Term, each Shareholder shall retain at all times the right to vote such Company T Shareholder’s or consent with respect to its Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters matters, other than those set forth matters described in Section 2.1(a) ), that are at any time or from time to time presented for consideration to Company T Shareholders the shareholders of Company T HiSoft generally; provided that nothing herein shall restrict of be deemed to restrict any Shareholder from Transferring any Existing Shares or Additional Shares. (c) During the Term, the obligation of each Shareholder set forth in this Section 2.1 shall apply whether or not either HiSoft or VanceInfo breaches any of its representations, warranties, covenants or agreements set forth in the Merger Agreement.

Agreement to Vote. (a) During the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its termsExpiration Time, each Company T Shareholder hereby Stockholder, with respect to its, his or her Subject Shares, severally and not jointly, unconditionally and irrevocably and unconditionally agrees that that, at an annual or extraordinary general any meeting of the shareholders of Company T and at any other meeting stockholders of the shareholders of Company T, however called, including (or any adjournment, recess adjournment or postponement thereof), and in connection with any action by written consent of the shareholders stockholders of the Company T requested by the Company Board (which written consent shall be delivered promptly, and in any other circumstance upon which a voteevent within one Business Day, consent or other approval of all or some of after (x) the shareholders of Registration Statement has been declared effective, and (y) the Company T is soughtrequests such delivery), it such Stockholder shall, and shall cause any holder of record of its Covered Shares toif a meeting is held, appear at the meeting, in each case to the extent that the Covered Shares are entitled to vote thereon person or consent thereto: (i) appear at each such meeting by proxy, or otherwise cause all of its Covered its, his or her Subject Shares to be counted as present thereat for purposes of calculating establishing a quorum quorum, and respond to each request by Company T for written consent, if any; and (ii) such Stockholder shall vote or provide consent (or cause to be votedvoted or consented), in person or by proxy, all of its, his or deliver her Subject Shares: (a) to approve and adopt the Merger Agreement and the Transactions; (b) in any other circumstances upon which a consent or other approval is required under the Company Governing Documents or otherwise sought with respect to, or in connection with, the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be deliveredvoted, consented or approved) a written consent covering, all of its Covered such Stockholder’s Subject Shares (1) held at such time in favor thereof; and (c) against any Competing Transaction or any proposal, action or agreement that would impede, frustrate, prevent or nullify any provision of the approval and authorization of the Mergerthis Agreement, the Plan of Merger and the approval and adoption of the Merger Agreement and or the Merger. Each Stockholder hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing. Notwithstanding the foregoing, such Stockholder shall not vote or provide consent with respect to any of its, his or her Subject Shares to the extent Stockholder is not a director, officer or affiliate of the Company or holder of Subject Shares representing greater than 5% of the outstanding shares of capital stock of the Company, or take any other transactions action, in each case to the extent any such vote, consent or other action would preclude Artius from filing with the SEC the Registration Statement on Form S-4 as contemplated by the Merger Agreement, (2) in favor of any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Shareholders, (3) against any action, proposal, transaction or agreement that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in this Agreement, or (C) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or change in any manner the voting rights of any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T (other than such changes contemplated by the Merger Agreement). (b) Each Company T Shareholder shall retain at all times the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generally.

Agreement to Vote. (a) During Each Principal Company Stockholder, severally and not jointly, hereby agrees that during the period commencing time this Agreement is in effect, at any meeting of the stockholders of the Company, however called, and in any action by consent of the stockholders of the Company, such stockholder will vote (A) all of the Shares set forth opposite such stockholder's name on Schedule I hereto and (B) any and all Shares acquired by such stockholder on or after the date hereof hereof, subject to the termination of this Agreement pursuant to Section 6.1 hereof, (i) in favor of the Merger, the Merger Agreement (as it may be amended from time to time) and continuing the transactions contemplated by the Merger Agreement and (ii) against any Acquisition Proposal (as defined in the Merger Agreement) or any other 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 which would result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled. In order to effect the intentions of the parties hereunder, each Principal Company Stockholder hereby constitutes and appoints Scott K. Ginsburg and Matthew E. Devine, either of whom may act withxxx xxx xxxxxxx xf the xxxxx, xx xxx xx its true and lawful proxy and attorney-in-fact to vote any and all of the Shares owned by such stockholder at the Stockholders Meeting (as defined in the Merger Agreement). Each Principal Company Stockholder acknowledges that the proxy granted hereby is irrevocable, being coupled with an interest, and that such proxy will continue until the termination of this Agreement in accordance with its terms. (b) The Company, each Company T Shareholder hereby irrevocably and unconditionally agrees that at an annual or extraordinary general meeting in its capacity as the holder of all of the shareholders issued and outstanding shares of Company T and at any other meeting capital stock of the shareholders of Company TChancellor Radio Broadcasting Company, however calleda Delaware corporation, including any adjournment, recess or postponement thereof, in connection with any written consent of the shareholders of Company T and in any other circumstance upon which a vote, consent or other approval of all or some of the shareholders of Company T is sought, it shall, and shall cause any holder of record of its Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating on the Merger, hereby agrees that during the time this Agreement is in effect, the Company will execute a quorum and respond to each request by Company T for written consent, if any; and (ii) vote (or cause subject to be voted)the termination of this Agreement pursuant to Section 6.1 hereof, in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its Covered Shares (1) in favor of the approval and authorization of approving the Merger, the Plan of Merger Agreement (as it may be amended from time to time) and the approval and adoption of the Merger Agreement and the other transactions contemplated by the Merger Agreement, and the Company shall not rescind or revoke such consent. (2c) The Principal Evergreen Stockholder hereby agrees that during the time this Agreement is in effect, at any meeting of the stockholders of Evergreen, however called, and in any action by consent of the stockholders of Evergreen, such stockholder will vote (A) all of the shares of Evergreen Common Stock set forth opposite such stockholder's name on Schedule I hereto and (B) any and all shares of Evergreen Common Stock acquired by such stockholder on or after the date hereof, subject to the termination of this Agreement pursuant to Section 6.1 hereof, (i) in favor of any related proposal that is necessary to consummate the Merger, the Merger Agreement (as it may be amended from time to time) and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Shareholders, and (3ii) against any action, proposal, transaction Acquisition Proposal or any other action or agreement that could reasonably be expected to (A) would result in a breach of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of Company T contained Evergreen under the Merger Agreement or which would result in any of the conditions to Evergreen's obligations under the Merger Agreement not being fulfilled. In order to effect the intentions of the parties hereunder, the Principal Evergreen Stockholder hereby constitutes and appoints Thomas O. Hicks and Lawrence D. Stuart, Jr., either of whom may act xxxxxxx xxx xxxnder xx xxx xxxxx, xx xxx xx its true and lawful proxy and attorney-in-fact to vote any and all of the shares of Evergreen Common Stock owned by such stockholder at the Evergreen Stockholders Meeting (as defined in the Merger Agreement). The Principal Evergreen Stockholder acknowledges that the proxy granted hereby is irrevocable, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in this Agreement, or (C) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or change in any manner the voting rights of any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposalbeing coupled with an interest, and (5) against any change that such proxy will continue until the termination of this Agreement in the composition of the board of directors of Company T (other than such changes contemplated by the Merger Agreement)accordance with its terms. (b) Each Company T Shareholder shall retain at all times the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generally.

Agreement to Vote. Each Company Member, by this Agreement, with respect to its Units, severally and not jointly, hereby agrees (aand agrees to execute such documents and certificates evidencing such agreement as ROCH may reasonably request in connection therewith), if (and only if) During each of the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its termsApproval Conditions shall have been met, each Company T Shareholder hereby irrevocably and unconditionally agrees that to vote, at an annual or extraordinary general any meeting of the shareholders of Company T and at any other meeting members of the shareholders of Company TCompany, however called, including and in any adjournment, recess or postponement thereof, in connection with any action by written consent of the shareholders of Company T and in any other circumstance upon which a vote, consent or other approval of all or some members of the shareholders of Company T is sought, it shall, and shall cause any holder of record of its Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating a quorum and respond to each request by Company T for written consent, if any; and (ii) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent coveringCompany, all of its Covered Shares such Company Member’s Units (1a) in favor of the approval and authorization adoption of the MergerAPM, the Plan transactions contemplated by the APM and this Agreement, (b) in favor of Merger any other matter reasonably necessary to the consummation of the transactions contemplated by the APM and considered and voted upon by the members of the Company, (c) in favor of the approval and adoption of the Merger Agreement Holdings Equity Compensation Plan (as defined in the APM) and the other transactions contemplated by the Merger Agreement, (2) in favor of any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Shareholders, (3d) against any action, proposal, agreement or transaction (other than the APM or agreement the transactions contemplated thereby) or proposal that could reasonably be expected to (A) would result in a breach of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of the Company T contained under the APM or that would reasonably be expected to result in the Merger Agreement, (B) result in failure of the transactions contemplated by the APM from being consummated. Each Company Member acknowledges receipt and review of a breach copy of any representation, warranty, covenant or other obligation or agreement the APM. For purposes of such Company T Shareholder contained in this Agreement, “Approval Conditions” shall mean there shall not have been any amendment or (C) impedemodification to the PCT Merger Consideration payable under the APM to the Company Members; provided, interfere withhowever, delay, discourage, adversely affect or inhibit the timely consummation that any adjustment under Section 2.3 of the Merger APM shall not constitute an amendment or change in any manner the voting rights of any class of shares of Company T (including any amendments modification to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T (other than such changes contemplated by the PCT Merger Agreement)Consideration. (b) Each Company T Shareholder shall retain at all times the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generally.

Agreement to Vote. (a) During the period commencing on From and after the date hereof and continuing until the termination of this Agreement in accordance with its termsAgreement, each Company T Shareholder hereby irrevocably and unconditionally agrees that at an annual or extraordinary general any meeting of the shareholders of Company T and at any other meeting of the shareholders of Company TCompany, however called, including any adjournment, recess or postponement thereof, in connection with any written consent of the shareholders of Company T and in any other circumstance upon which a the vote, consent or other approval of all or some the holders of the shareholders shares of Company T Common Stock and Company Preferred Stock, as the case may be, is sought, it shall, and each Subject Shareholder shall cause any holder of record of its Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating a quorum and respond to each request by Company T for written consent, if any; and (ii) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its Covered the Shares owned by such Subject Shareholder (1i) in favor of the approval and authorization of the Merger, the Plan of Merger execution and delivery by the approval and adoption Company of the Merger Agreement and each of the other transactions actions contemplated by the Merger Agreement, Agreement and any actions required in furtherance thereof; (2ii) against any action or agreement that would result in favor a breach of any related proposal that is necessary to consummate covenant, agreement, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (iii) against the following actions (other than in connection with the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T ShareholdersAgreement), (3A) against any actionAcquisition Proposal and (B) to the extent that such actions (1) are intended to, proposal, transaction or agreement that could reasonably be expected to (A) result in a breach of any representationto, warranty, covenant or other obligation or agreement of Company T contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in this Agreement, or (C) impede, interfere with, delay, discourage, postpone or materially adversely affect or inhibit the timely consummation Merger, the value of the Company on a consolidated basis or the transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of shares of Company T (including any amendments 2) are intended to, or could reasonably be expected to, implement or lead to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5x) against any change in a majority of the persons who constitute the Board of Directors of the Company, (y) any change in the composition present capitalization of the board Company or any amendment of directors the Company's Certificate of Company T Incorporation or Bylaws, in each case, as currently in effect, or (other than such changes contemplated by the Merger Agreement). (bz) Each Company T Shareholder shall retain at all times the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters material change in the Company's corporate structure or business. In addition to the other than those set forth covenants and agreements of the Subject Shareholders provided for elsewhere in this Agreement, each Subject Shareholder agrees that he shall not enter into any agreement or understanding with any person or entity the effect of which would be inconsistent with or violate the provisions and agreements contained in this Section 2.1(a) that are at 2. Nothing herein shall in any time way restrict or limit a Subject Shareholder from time to time presented for consideration to taking any action in his or her capacity as a director or officer of the Company T Shareholders or otherwise fulfilling his or her fiduciary obligations as a director or officer of Company T generallythe Company.

Agreement to Vote. The Company Stockholder hereby agrees to (ai) During execute and deliver to the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its terms, each Company T Shareholder hereby irrevocably and unconditionally agrees that at an annual or extraordinary general meeting of the shareholders of Company T and at any other meeting of the shareholders of Company T, however called, including any adjournment, recess or postponement thereof, in connection with any a written consent of the shareholders stockholders of the Company T in lieu of a meeting of the stockholders (which written consent shall be delivered promptly, and in any other circumstance upon event within five (5) Business Days following the time at which a vote, consent the Registration Statement / Proxy Statement (as defined in the Business Combination Agreement) is declared effective under the U.S. Securities Act of 1933) or other approval of all or some of the shareholders of Company T is sought, it shall, and shall cause any holder of record of its Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: appear (i) appear at each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating a quorum and respond to each request by Company T for written consent, if any; and (ii) vote (or cause to be voted), in person or by proxy) at any meeting of the stockholders of Company, or deliver (or cause to be delivered) a written consent covering, and vote all of its Covered Shares (1) such Company Stockholder’s Subject Company Equity Securities in favor of (A) the approval and authorization Business Combination Agreement to be submitted to the stockholders of the Merger, the Plan of Merger and the approval and adoption of Company in connection with the Merger Agreement and the other transactions contemplated by the Merger Agreement, Business Combination Agreement and (2B) in favor such other resolutions upon which a consent or other approval is required under the Company’s amended and restated certificate of any related proposal that incorporation or applicable law or otherwise is necessary sought with respect to consummate effecting the Merger Business Combination Agreement and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T ShareholdersMerger, and (3C) against (i) any actionmerger, purchase of all or substantially all of a third party (other than the Merger) or all of the assets of a third party or other business combination transaction with a third party (other than the Business Combination Agreement and the Merger) (a “Competing Transaction”) or (ii) any proposal relating to a Competing Transaction and against any proposal, transaction action or agreement that could reasonably be expected to would (A) result in a breach impede, frustrate, prevent or nullify any provision of this Agreement, the Business Combination Agreement or any representation, warranty, covenant or other obligation or agreement of Company T contained in the Merger AgreementMerger, (B) result in a breach in any respect of any covenant, representation, warranty, covenant warranty or any other obligation or agreement of such the Company T Shareholder contained in this under the Business Combination Agreement, or (C) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation result in any of the Merger conditions set forth in Article VI of the Business Combination Agreement not being fulfilled The Company Stockholder hereby agrees that it shall not commit or change agree to take any action inconsistent with the foregoing. Upon the failure of a Company Stockholder to timely provide its consent or vote its Subject Company Equity Securities in accordance with this Section 1 pursuant to any action by written consent of the stockholders of the Company or at any applicable meeting of the stockholders of the Company such Company Stockholder shall be deemed to have irrevocably granted to, and appointed, the Company, and any designee thereof, and each of them individually, as such Company Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in such Company Stockholder’s name, place and stead, to deliver any action by written consent of the Company Stockholder’s concerning any of the matters specified in this Section 1 or attend any meeting of the Company Stockholders concerning any of the matters specified in this Section 1, to include such Company Subject Equity Securities in any manner the voting rights computation for purposes of establishing a quorum at any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition such meeting of the board of directors of Company T (other than such changes contemplated by the Merger Agreement). (b) Each Company T Shareholder shall retain at all times the right Stockholders and to provide consent or vote such Company T ShareholderStockholder’s Covered Shares Subject Equity Securities in any action by written consent of the Company Stockholders or at any meeting of the Company Stockholders called with respect to any of the matters specified in, and in accordance and consistent with, this Section 1. Each Company Stockholder hereby affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked and that such Company T Shareholder’s sole discretion irrevocable proxy is executed and without intended to be irrevocable. Notwithstanding any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders provision of Company T generallythis Agreement, the irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement.

Agreement to Vote. (a) During the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its terms, each Company T Shareholder Each Party hereby irrevocably and unconditionally agrees that that, to the extent it Beneficially Owns any Covered Shares, at an any annual or extraordinary general meeting of the shareholders of the Company T and at any other meeting of the shareholders of Company Tthe Company, however called, including any adjournment, recess or postponement thereof, in connection with any written consent of the shareholders of the Company T and in any other circumstance upon which a vote, consent or other approval of all or some of the shareholders of the Company T is sought, it shallshall (solely in its capacity as Beneficial Owner of its Covered Shares), and shall cause any holder of record of its Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat in accordance with procedures applicable to such meeting so as to ensure such Party is duly counted for purposes of calculating a quorum and for purposes of recording the result of any applicable vote or consent and respond to each request by the Company T for written consent, if any; and (ii) vote (vote, or cause to be voted), whether on a show of hands or a poll and whether in person or by proxy, or deliver (deliver, or cause to be delivered) , a written consent covering, all of its Covered Shares (1A) in favor of the approval approval, adoption and authorization of the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement and the approval of the Transaction and any other transactions contemplated by the Merger Agreement, (2B) in favor of any related proposal that is necessary other matters required to consummate the Transaction and any other transactions contemplated by the Merger Agreement, (C) against any Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to the Transaction or in competition or inconsistent with the Transaction, and (D) against any other action, agreement or transaction that is intended to facilitate an Acquisition Proposal or is intended to or could prevent, impede, or, in any material respect, interfere with, delay or adversely affect the Transaction or any other transactions contemplated by the Merger Agreement which is considered at any or the performance by such meeting Party of Company T Shareholders, (3) against any action, proposal, transaction or agreement that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in its obligations under this Agreement, or (C) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or change in any manner the voting rights of any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T (other than such changes contemplated by the Merger Agreement). (b) Each Company T Shareholder Party shall retain at all times the right to vote or consent with respect to such Company T ShareholderParty’s Covered Shares in such Company T ShareholderParty’s sole discretion and without any other limitation on those matters matters, other than those set forth limitations contained in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generally5.2(a).

Agreement to Vote. (a) During the period commencing commencing, with respect to each Seller Group Member, on the date hereof and continuing until the termination of this Agreement such Seller Group Member exercises its or his Warrant in accordance with its termsSection 1 thereof, and continuing, with respect to each Seller Group Member, until the Warrant Shares held by such Seller Group Member have been Transferred to an Independent Third Party (pursuant to a Transfer in compliance with the terms of the Warrant), each Company T Shareholder Seller Group Member hereby irrevocably and unconditionally agrees that at an annual or extraordinary general any meeting of the shareholders of Company T and at any other meeting of the shareholders of Company TCompany, however called, including any adjournment, recess or postponement thereof, in connection with any written consent of the shareholders of the Company T and in any other circumstance upon which a vote, consent or other approval of all or some of the shareholders of the Company T is sought, it such Seller Group Member shall, and shall cause any holder of record of its Covered Warrant Shares to, in each case to the extent that the Covered Warrant Shares are entitled to vote thereon or consent thereto: (i) unless otherwise directed by the Key Shareholder, appear at each such meeting or otherwise cause all of its Covered Warrant Shares to be counted as present thereat for purposes of calculating a quorum and respond to each request by the Company T for written consent, if any, in each case, as applicable; and (ii) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its Covered Shares (1) in favor of the approval and authorization of the MergerWarrant Shares, the Plan of Merger and the approval and adoption of the Merger Agreement and the other transactions contemplated as directed by the Merger AgreementKey Shareholder (and, (2) in favor if not so directed, refrain from voting or cause not to be voted all of any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Shareholdersits Warrant Shares), (3) against any action, proposal, transaction or agreement that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in this Agreement, or (C) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or change in any manner the voting rights of any class of shares of Company T (including any amendments with respect to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board election of directors of Company T (other than such changes contemplated by the Merger Agreement). (b) Each Company T Shareholder shall retain at all times the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without or any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generallymatters.

Agreement to Vote. (a) During the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its terms, each Company T Shareholder Each Stockholder hereby irrevocably and unconditionally agrees that during the term of this Agreement, at an annual or extraordinary general meeting of the shareholders of Company T Stockholders Meeting and at any other meeting of the shareholders stockholders of Company Tthe Company, however called, including any adjournment, recess adjournment or postponement thereofof any such Company Stockholders Meeting or any other meeting of the stockholders of the Company, and in connection with any written consent of the shareholders of Company T and in any other circumstance upon which a vote, consent or other approval of all or some stockholders of the shareholders of Company T is soughtCompany, it such Stockholder shall, and shall cause any holder of record of its Covered Shares to, in each case to the fullest extent that the Covered Shares are entitled to vote thereon or consent thereto: (ia) appear at each such meeting meeting, in person or by proxy, or otherwise cause all of its Covered Shares to be counted as present thereat for purposes of calculating a quorum and respond to each request by Company T for written consent, if anyquorum; and (iib) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its the Covered Shares (1i) in favor of the approval and authorization of the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement and the other transactions contemplated by the Merger Agreement, (2) in favor approval of any related proposal that is necessary to consummate the Merger and any other actions contemplated thereby or reasonably requested by Holdings in furtherance thereof, submitted for the transactions contemplated by the Merger Agreement which is considered at vote or written consent of stockholders, including, upon request of Holdings, any such adjournment or postponement of any Company Stockholders Meeting or any other meeting of Company T Shareholders, stockholders of the Company; (3ii) against any action, proposal, transaction action or agreement that could reasonably be expected to (A) would result in a breach of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of the Company T contained in the Merger Agreement; (iii) against any Takeover Proposal; and (iv) against any action, (B) result in a breach of any representation, warranty, covenant agreement or other obligation or agreement of such Company T Shareholder contained in this Agreement, or (C) transaction that would impede, interfere with, delay, postpone, discourage, prevent, nullify, frustrate the purposes of, be in opposition to or in competition or inconsistent with, or materially and adversely affect or inhibit the timely consummation of the Merger or change in any manner the voting rights of any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T (other than such changes transactions contemplated by the Merger Agreement). (b) Each Company T Shareholder shall retain at all times the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generally.

Agreement to Vote. (a) During the period commencing on the date hereof and continuing Hereinafter until the termination of this Agreement in accordance with its termsExpiration Time, each Company T Shareholder hereby Stockholder, with respect to its, his or her Subject Shares, severally and not jointly, unconditionally and irrevocably and unconditionally agrees that that, at an annual or extraordinary general any meeting of the shareholders of Company T and at any other meeting stockholders of the shareholders of Company T, however called, including (or any adjournment, recess adjournment or postponement thereof), and in connection with any action by written consent of the shareholders stockholders of the Company T requested by the Company Board (which written consent shall be delivered promptly, and in any other circumstance upon which a voteevent within twenty-four (24) hours, consent or other approval of all or some of after (x) the shareholders of Registration Statement has been declared effective, and (y) the Company T is soughtrequests such delivery), it such Stockholder shall, and shall cause any holder of record of its Covered Shares toif a meeting is held, appear at the meeting, in each case to the extent that the Covered Shares are entitled to vote thereon person or consent thereto: (i) appear at each such meeting by proxy, or otherwise cause all of its Covered its, his or her Subject Shares to be counted as present thereat for purposes of calculating establishing a quorum quorum, and respond to each request by Company T for written consent, if any; and (ii) such Stockholder shall vote or provide consent (or cause to be votedvoted or consented), in person or by proxy, all of its, his or deliver her Subject Shares: (a) to approve and adopt the Merger Agreement and the Transactions (including, but not limited to, the conversion of Company Preferred Shares into Company Common Shares immediately prior to, and conditioned upon, the Merger); (b) in any other circumstances upon which a consent or other approval is required under the Company Organizational Documents or the Management Agreements or otherwise sought with respect to, or in connection with, the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be deliveredvoted, consented or approved) a written consent covering, all of its Covered such Stockholder’s Subject Shares (1) held at such time in favor thereof; (c) against and withhold consent with respect to any issuance or acquisition of shares of capital stock or other equity securities of any Company Entity, merger, purchase of all or substantially all of the approval and authorization Company’s assets or other business combination transaction involving any of the Merger, the Plan of Merger and the approval and adoption of Company Entities (other than the Merger Agreement and the Transactions); and (d) 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, warranty or any other transactions obligation or agreement of the Company under the Merger Agreement or (iii) result in any of the conditions set forth in Article VI of the Merger Agreement not being satisfied. Each Stockholder hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing. Notwithstanding the foregoing, such Stockholder shall not vote or provide consent with respect to any of its, his or her Subject Shares to the extent Stockholder is not a director, officer or affiliate of the Company or holder of Subject Shares representing greater than 5% of the outstanding shares of capital stock of the Company, or take any other action, in each case to the extent any such vote, consent or other action would preclude Parent from filing with the SEC the Registration Statement on Form S-4 as contemplated by the Merger Agreement, (2) in favor of any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Shareholders, (3) against any action, proposal, transaction or agreement that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T contained in the Merger Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in this Agreement, or (C) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or change in any manner the voting rights of any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T (other than such changes contemplated by the Merger Agreement). (b) Each Company T Shareholder shall retain at all times the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generally.

Agreement to Vote. Prior to the Termination Date (a) During as defined herein), the period commencing on Stockholder, solely in its capacity as a stockholder of the date hereof and continuing until Company or limited partner of the termination of this Agreement in accordance with its termsPartnership, each Company T Shareholder hereby irrevocably and unconditionally agrees that that, at an annual or extraordinary general any meeting of the shareholders of Company T and at any other meeting stockholders of the shareholders Company or partners of Company T, however calledthe Partnership (whether annual or special and whether or not an adjourned or postponed meeting), including any adjournmentthe Company Shareholders’ Meeting, recess or postponement thereof, and in connection with any written consent of the shareholders stockholders of the Company T and or partners of the Partnership or in any other circumstance upon which circumstances where a vote, consent or other approval vote of all or some stockholders of the shareholders Company or partners of Company T the Partnership is sought, it the Stockholder shall, and shall cause any holder of record of its Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (ia) when such meeting is held, appear at each such meeting or otherwise cause all of its the Covered Shares (in the case of any meeting or written consent of the stockholders of the Company) or the Covered Units (in the case of any meeting or written consent of the partners of the Partnership) to be counted as present thereat for purposes the purpose of calculating establishing a quorum and respond to each request by Company T for written consent, if any; andquorum; (iib) vote (or cause to be votedexecute and return an action by written consent), in person or by proxy, or deliver (or cause to be delivered) a written voted at such meeting (or validly execute and return and cause such consent coveringto be granted with respect to), all of its the Covered Shares (1in the case of any meeting or written consent of the stockholders of the Company) or the Covered Units (in the case of any meeting or written consent of the partners of the Partnership) owned as of the record date for such meeting (or the date that any written consent is executed by the Stockholder) in favor of the approval and authorization of the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement and the approval of the Company Merger or the Partnership Merger and the Partnership Conversion, as applicable, and any other matters necessary or presented or proposed for consummation of the Mergers and the other transactions contemplated by the Merger Agreement; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting (2) or validly execute and return and cause such consent to be granted with respect to), all of the Covered Shares (in favor the case of any related proposal meeting or written consent of the stockholders of the Company) or the Covered Units (in the case of any meeting or written consent of the partners of the Partnership) against any Company Acquisition Proposal and any other action that is necessary could reasonably be expected to consummate impede, interfere with, materially delay, materially postpone or adversely affect the Merger and the Mergers or other transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Shareholders, (3) against any action, proposal, transaction or agreement that could reasonably be expected to (A) result in a breach in any material respect of any representationcovenant, warranty, covenant representation or warranty or other obligation or agreement of the Company T contained in or the Partnership under the Merger Agreement or of the Stockholder under this Agreement. The obligations of the Stockholder specified in this Section 1 shall apply whether or not (A) the Company Merger or any action described above is recommended by the Company Board, (B) result in a breach the Partnership Merger or Partnership Conversion or any action described above is approved or recommended by the general partner of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in this Agreement, the Partnership or (C) impedethe Company Board, interfere with, delay, discourage, adversely affect or inhibit the timely consummation general partner of the Partnership or any of their committees have effected an Adverse Recommendation Change. Nothing in this Agreement shall limit or restrict the Stockholder, or any affiliate or designee of the Stockholder, who serves as a member of the Company Board or as an officer, employee or agent of the Company in acting in his or her capacity as a director, officer, employee or agent of the Company and exercising his or her fiduciary duties and responsibilities in such capacity; it being understood that this Agreement shall apply to the Stockholder solely in the Stockholder’s capacity as a stockholder of the Company or partner of the Partnership and shall not apply to the Stockholder’s, affiliate’s or designee’s actions, judgments or decisions as a director, officer, employee or agent of the Company. For the avoidance of doubt, this Section 1 shall terminate and not apply to the Stockholder in the event any amendment or modification to the Merger Agreement reduces the amount or change changes the form of consideration payable in any of the Mergers or otherwise amends or modifies the Merger Agreement in a manner the voting rights of any class of shares of Company T adverse (including any amendments directly or indirectly) to the memorandum and articles of association of Company TStockholder (any such amendment or modification, an “Adverse Amendment”), unless the Stockholder has consented in writing to such Adverse Amendment. Nothing in this Agreement shall require the Stockholder to redeem any Common Partnership Units or restrict the Stockholder from redeeming any Common Partnership Units (4) against it being understood that any Acquisition Proposal, Company Shares received as a result of such redemption shall be Covered Securities subject to the terms and (5) against any change in the composition conditions of the board of directors of Company T (other than such changes contemplated by the Merger this Agreement). (b) Each Company T Shareholder shall retain at all times the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generally.

Agreement to Vote. (a) During the period commencing on the date hereof and continuing until the termination term of this Agreement in accordance with its termsAgreement, each Company T Shareholder hereby irrevocably and unconditionally agrees that at an annual or extraordinary general any meeting of the shareholders stockholders of Company T and at any other meeting of the shareholders of Company TCompany, however calledcalled (whether annual or special and each adjourned or postponed meeting, and including any adjournmentthe Company Stockholders’ Meeting), recess or postponement thereof, in connection with any written consent of the shareholders stockholders of Company T and in any other circumstance upon which a vote, (each such meeting or written consent or other approval of all or some of the shareholders stockholders of Company T is soughtCompany, a “Stockholders’ Meeting”), the Stockholder irrevocably and unconditionally agrees that he, she or it shall, and shall cause any holder of record of its Covered Shares to, in each case to the fullest extent that such matters are submitted for the Covered vote or written consent of the Stockholder in a Stockholders’ Meeting and that the Shares are entitled to vote thereon or consent thereto: , (ix) appear at each such meeting Stockholders’ Meeting or otherwise cause all of its Covered the Shares to be counted as present thereat for purposes of calculating a quorum quorum, and respond to each request by Company T for written consent, if any; and (iiy) vote (or cause to be voted), in person or by proxy, ) or deliver (or cause to be delivered) a written consent covering, covering all of its Covered the Shares, and cause any holder of record of the Shares to vote all such Shares, in person or by proxy, and not to withdraw any such vote or consent with respect to the Shares; (1a) in favor of (i) the approval and authorization of the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement and the other consummation of the transactions contemplated by thereby, including the Merger and any amended and restated Merger Agreement or amendment to the Merger Agreement, and any actions required in furtherance thereof, at each Stockholders’ Meeting, and (2ii) in favor the approval of any related proposal that to adjourn or postpone any Stockholders’ Meeting to a later date if there are not sufficient votes to obtain the Required Stockholder Approval on the date on which a Stockholders’ Meeting (including the Company Stockholders’ Meeting) is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at held; and (b) against (i) any such meeting of Company T ShareholdersAcquisition Proposal, (3ii) against any action, proposal, transaction or agreement that could reasonably be expected to (A) made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or the other transactions or matters contemplated by the Merger Agreement, or (B) that could result in a breach of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of Company T contained in under the Merger Agreement, (B) result in a breach Agreement or of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in the Stockholder under this Agreement, or (Ciii) any action, proposal, transaction or agreement, amendment to any agreement or organizational document, matter or proposal submitted for the vote or written consent of the stockholders of Company that is intended or could impede, interfere with, prevent, delay, postpone, discourage, adversely affect affect, frustrate the purposes of, or inhibit the timely consummation of the Merger or change in any manner the voting rights of any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition Proposal, and (5) against any change in the composition of the board of directors of Company T (other than such changes transactions contemplated by the Merger Agreement or this Agreement or the fulfillment of Company’s, Parent’s or Merger Sub’s obligations or conditions under the Merger Agreement). (b) Each Company T Shareholder shall retain at all times the right to vote such Company T Shareholder’s Covered Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T Shareholders of Company T generally.