Common use of Agreement to Vote Clause in Contracts

Agreement to Vote. Prior to the Termination Date, each Holder irrevocably and unconditionally agrees that it shall, at any meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting), however called, appear at such meeting or otherwise cause the Shares to be counted as present at such meeting for purpose of establishing a quorum and vote, or cause to be voted at such meeting, all Shares it owns: (a) in favor of the approval of the Parent Stock Issuance and approval of any other matters necessary for consummation of the Transactions (collectively, the “Transaction Matters”); and (b) against (i) any agreement, transaction or proposal that relates to a Parent Competing Proposal or any other transaction, proposal, agreement or action made in opposition to approval of the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters contemplated by the Merger Agreement; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (iii) any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Transactions set forth in Article VII of the Merger Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto); and (iv) any other action that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the Transactions, including the Parent Stock Issuance and the Mergers, or this Agreement in any material respect. Any attempt by a 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 any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx 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 applicable Shares to amend, modify or waive any provision of the Merger Agreement in a manner that increases the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of Parent.

Agreement to Vote. Prior to the Termination Date, each the Holder irrevocably and unconditionally agrees that it shall, at any meeting of the stockholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, appear at such meeting or otherwise cause the Shares to be counted as present at such meeting thereat for the purpose of establishing a quorum and vote, or cause to be voted at such meeting, and consent to any written consent of the stockholders of the Company, all Shares it ownsShares: (a) in favor of the approval adoption of the Parent Stock Issuance Merger Agreement and approval of approving any other matters necessary for consummation of the Transactions transactions contemplated by the Merger Agreement, including the Mergers (collectively, the “Transaction Matters”); and (b) against (iA) any agreement, transaction or proposal that relates to a Parent Competing Xxxxxx Takeover Proposal or any other transaction, proposal, agreement or action made in opposition to approval adoption of the Parent Stock Issuance Merger Agreement or in competition or inconsistent with the Transactions Mergers or matters contemplated by the Merger Agreement; (iiB) any action or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent the Company or any of its Subsidiaries contained in the Merger Agreement or of such the Holder contained in this Agreement; (iiiC) any action or agreement that would reasonably be expected to result in (x1) any condition to the consummation of the Transactions Mergers set forth in Article VII X of the Merger Agreement not being fulfilled or (y2) any change to the voting rights of any class of shares of capital stock of Parent the Company (including any amendments to Parentthe Company’s Organizational Documents related theretoDocuments); and (ivD) any other action that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the Transactionstransactions contemplated by the Merger Agreement, including the Parent Stock Issuance and the MergersMerger, or this Agreement in any material respectAgreement. Any attempt by a the 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 any the Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx 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 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 applicable Shares to amend, modify or waive any provision of the Merger Agreement in a manner that increases reduces the amount, changes the form of the Merger Consideration payable payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Termination Date or otherwise adversely affects such Holder of the Company (in its capacity as such) in any material respect, and the Holder shall not be obligated to vote in favor of the adoption of the Merger Agreement if it is amended in any such respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of Parentthe Company.

Agreement to Vote. Prior to the Termination Date, each Holder irrevocably and unconditionally agrees that it shall, at any meeting of the stockholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, appear at such meeting or otherwise cause the Shares to be counted as present at such meeting for purpose of establishing a quorum and vote, or cause to be voted at such meeting, all Shares it owns: (a) in favor of the approval of the Parent Stock Issuance Transactions, adoption of the Merger Agreement and approval of any other matters necessary for consummation of the Transactions Transactions, including the Company Mergers (collectively, the “Transaction Matters”); and (b) against (i) any agreement, transaction or proposal that relates to a Parent Company Competing Proposal or any other transaction, proposal, agreement or action made in opposition to approval adoption of the Parent Stock Issuance Merger Agreement or in competition or inconsistent with the Transactions or matters contemplated by the Merger Agreement; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent the Company or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (iii) any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Transactions set forth in Article VII of the Merger Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent the Company (including any amendments to Parentthe Company’s Organizational Documents related theretoDocuments); and (iv) any other action that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the Transactions, including the Parent Stock Issuance and the Mergers, or this Agreement in any material respect. Any attempt by a 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 any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx 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 applicable Shares to amend, modify or waive any provision of the Merger Agreement in a manner that increases reduces the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of Parentthe Company.

Agreement to Vote. Prior to the Termination Date, each Holder irrevocably and unconditionally (a) Stockholder agrees that it shall, that: (i) at any meeting of the stockholders of Parent (whether annual called to seek the Parent Stockholder Approval or special and whether in any other circumstances upon which a vote, consent or not an adjourned other approval of Stockholder with respect to the Transaction Agreement or postponed meeting)any of the Transactions is sought, however called, appear at such meeting or otherwise cause the Shares to be counted as present at such meeting for purpose of establishing a quorum and Stockholder shall vote, or cause to be voted at such meetingvoted, all the Subject Shares it owns: (a) in favor of granting the approval Parent Stockholder Approval and any other actions reasonably requested by Weyerhaeuser and presented to the stockholders of Parent that are necessary and desirable in connection with the Parent Stockholder Approval and the Transactions, including the matters referred to in Section 6.05(c) of the Parent Stock Issuance and approval of any other matters necessary for consummation of the Transactions (collectively, the “Transaction Matters”)Agreement; and (bii) at any meeting of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of Stockholder is sought, Stockholder shall vote, or cause to be voted, including by executing a written consent if requested by Weyerhaeuser, the Subject Shares against (iA) any agreement, transaction or proposal that relates to a Parent Competing Acquisition Proposal or any other transaction, proposalaction, agreement or action proposal made in opposition to approval of the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters contemplated by consummation of the Merger Agreement; and the issuance of Parent Common Stock in the Merger, (iiB) any action action, agreement or agreement proposal involving Parent or any Parent Subsidiary that would reasonably be expected to result in a breach of any covenant, representation or warranty of Parent or Merger Sub under the Transaction Agreement and (C) any other obligation amendment of the certificate of incorporation or agreement bylaws of Parent or any other action, agreement or proposal involving Parent or Parent Subsidiary that would materially impede, or frustrate, or prevent or nullify, any provision of its Subsidiaries contained in the Merger Transaction Agreement or of such Holder contained in this Agreement; (iii) any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Transactions set forth or change in Article VII of the Merger Agreement not being fulfilled or (y) any change to manner the voting rights of any class of shares of the capital stock of Parent Parent. (including any amendments to Parent’s Organizational Documents related thereto); and (ivb) any other action that would reasonably be expected to impede, interfere with, delay, discourage, postpone Stockholder shall not commit or adversely affect any of the Transactions, including the Parent Stock Issuance and the Mergers, or this Agreement in any material respect. Any attempt by a 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 any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx agrees agree to take all actions necessary to cause the holder of record and any nominees to vote (or exercise a consent action inconsistent 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 applicable Shares to amend, modify or waive any provision of the Merger Agreement in a manner that increases the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of Parent3.01(a).

Agreement to Vote. Prior to the Termination Date, each Holder The Shareholder hereby irrevocably and unconditionally agrees that it shallthat, from the date hereof until the termination of this Agreement in accordance with Section 5.1 (the “Agreement Term”), the Shareholder shall (i) take all such actions as may be required to cause each Parent Share held by the Shareholder to be present, in person or by proxy, at any duly called meeting of the stockholders shareholders of Parent (whether annual in connection with the Purchase Agreement or special and whether any Contemplated Transaction, including at any adjournment or not an adjourned or postponed meeting)postponement thereof, however called, appear at such meeting or otherwise cause the Shares to be counted as present at such meeting for purpose purposes of establishing a quorum and vote, or cause to be voted (ii) at any such meeting, all Shares it owns: (a) in favor of the including at any adjournment or postponement thereof, and on every action or approval of the Parent Stock Issuance and approval of any other matters necessary for consummation of the Transactions (collectively, the “Transaction Matters”); and (b) against (i) any agreement, transaction or proposal that relates to a Parent Competing Proposal or any other transaction, proposal, agreement or action made in opposition to approval of the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters contemplated by written consent by the Merger Agreement; (ii) any action or agreement that would result in a breach stockholders of any covenantParent, representation or warranty or any other obligation or agreement of Parent or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (iii) any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Transactions set forth in Article VII of the Merger Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto); and (iv) any other action that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the Transactions, including the Parent Stock Issuance and the Mergers, or this Agreement in any material respect. Any attempt by a 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 any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx 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 in person or by proxy, to the extent entitled to vote thereon, all of the applicable Parent Shares held by the Shareholder: (a) in favor of (1) granting the Required Parent Vote and (2) any proposal to amendadjourn or postpone such meeting to a later date; and (b) against (1) any Acquisition Agreement (other than the Purchase Agreement and the Contemplated Transactions), modify share exchange, consolidation, combination, dual listed structure, sale of assets, issuance of securities, reorganization, recapitalization, dissolution, liquidation, winding up or waive other extraordinary transaction of or by Parent, (2) any Acquisition Proposal or Superior Proposal, (3) any action that would reasonably be expected to result in a breach of or failure to perform, in any material respect, any representation, warranty, covenant or agreement of Parent under the Purchase Agreement or of the Shareholder under this Agreement, and (4) any action that would reasonably be expected to prevent, impede, frustrate, interfere with, delay, postpone, adversely affect or nullify any provision of the Merger Agreement in a manner that increases the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in this Purchase Agreement, each Holder shall remain free to vote (the Transaction Agreements or execute consents any other agreement contemplated by the Purchase Agreement, the Contemplated Transactions or proxies with respect to) the applicable Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) change in any manner such Holder deems appropriate, including in connection the voting rights of any class of capital stock of Parent. The Shareholder shall not commit or agree to take any action inconsistent with the election of directors of Parentforegoing.

Agreement to Vote. Prior to the Termination Date, each Holder Stockholder hereby irrevocably and unconditionally agrees that it shallthat, from the date hereof until the termination of this Agreement in accordance with Section 5.1 (the “Agreement Term”), Stockholder shall (i) take all such actions as may be required to cause each Covered Share held by Stockholder to be present, in person or by proxy, at any duly called meeting of the stockholders of Parent (whether annual for purposes of voting on the Parent Voting Matters, including at any adjournment or special and whether or not an adjourned or postponed meeting)postponement thereof, however called, appear at such meeting or otherwise cause the Shares to be counted as present at such meeting for purpose purposes of establishing a quorum and vote, or cause to be voted (ii) at any such meeting, all Shares it owns: (a) including at any adjournment or postponement thereof, and on every action or approval by written consent by the stockholders of Parent in favor of the approval of connection with the Parent Stock Issuance and approval of any other matters necessary for consummation of the Transactions (collectivelyVoting Matters, the “Transaction Matters”); and (b) against (i) any agreement, transaction or proposal that relates to a Parent Competing Proposal or any other transaction, proposal, agreement or action made in opposition to approval of the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters contemplated by the Merger Agreement; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (iii) any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Transactions set forth in Article VII of the Merger Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto); and (iv) any other action that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the Transactions, including the Parent Stock Issuance and the Mergers, or this Agreement in any material respect. Any attempt by a 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 any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx 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 to the extent entitled to vote thereon, all of the applicable Covered Shares held by Stockholder: (a) in favor of (1) the Parent Voting Matters and (2) the approval of any proposal to amend, modify adjourn or waive any provision postpone such meeting to a later date if there are not sufficient votes for approval of the Merger Agreement Parent Voting Matters; and (b) against (1) any action that would reasonably be expected to result in a manner that increases the amountbreach of or failure to perform, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to , any representation, warranty, covenant or agreement of Parent, Holdco or Merger Sub under the contrary in Master Transaction Agreement or of Stockholder under this Agreement, each Holder shall remain free and (2) any action that would reasonably be expected to vote prevent, impede, frustrate, interfere with, delay, postpone or adversely affect the consummation of the transactions contemplated by the Master Transaction Agreement (or execute consents or proxies with respect to) in contravention of the applicable Shares with respect to any matter other than as set forth in Section 3.1(a) terms and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with conditions of the election of directors of ParentMaster Transaction Agreement).

Agreement to Vote. Prior The Stockholder agrees that, with respect to the Termination Date, each Holder irrevocably and unconditionally agrees Covered Share that it is entitled to vote, it shall, and shall cause any other holder of record of any such Covered Shares to, at any meeting of the stockholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting)) or in any other circumstances upon which a vote, however calledconsent or other approval of the Stockholder is sought (i) when a meeting concerning the Transactions (as defined below) is held, appear at such meeting or otherwise cause the all such Covered Shares to be counted as present at such meeting thereat for the purpose of establishing a quorum and vote, quorum; (ii) vote (or cause to be voted at voted, including by proxy or by delivering a written consent) all such meeting, all Covered Shares it owns: (a) in favor of (x) the approval Merger and the adoption of the Parent Stock Issuance Merger Agreement and approval of any other matters necessary for consummation each of the Transactions other transactions contemplated by the Merger Agreement, including, without limitation, the adoption of the Amended and Restated Charter (collectively, the “Transaction MattersTransactions”); and , and (by) against (i) the approval of any agreement, transaction proposal to adjourn or proposal that relates postpone such meeting to a Parent Competing Proposal or any other transactionlater date, proposal, agreement or action made in opposition to approval of if there are not sufficient votes for the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters contemplated by the Merger Agreement; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (iii) any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Transactions set forth in Article VII adoption of the Merger Agreement not being fulfilled or (y) any change to and/or the voting rights adoption of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto)the Amended and Restated Charter on the date on which such meeting is held; and (iviii) vote (or cause to be voted) all such Covered Shares against any other proposal, action or agreement that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect the Merger or any of the Transactions, including the Parent Stock Issuance and the Mergers, or this Agreement Transactions in any material respect. Any attempt by a Holder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of)Except as set forth in this Section 1, the Shares in contravention of this Section 3.1 shall be null and void ab initio. If any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx 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 Stockholder shall not require any Holder to be present (restricted from voting in person favor of, against or by proxy) or vote (or cause to be voted), any of the applicable Shares to amend, modify or waive any provision of the Merger Agreement in a manner that increases the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares abstaining with respect to any matter other than as set forth presented to the stockholders of the Company. In addition, nothing in Section 3.1(a) and Section 3.1(b) in this Agreement shall limit the right of the Stockholder to vote any manner such Holder deems appropriate, including Covered Shares in connection with the election of directors of Parentdirectors.

Agreement to Vote. Prior to the Termination DateEach Stockholder, each Holder irrevocably severally and unconditionally not jointly, ----------------- agrees that it shall, at any meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting), however called, appear at such meeting or otherwise cause the Shares to be counted as present at such meeting for purpose of establishing a quorum and vote, or cause to be voted at such meeting, all Shares it ownsthat: (a) in favor At any meeting of stockholders of the approval of the Parent Stock Issuance and approval of any other matters necessary for consummation of the Transactions (collectively, the “Transaction Matters”); and (b) against (i) any agreement, transaction or proposal that relates Company called to a Parent Competing Proposal or any other transaction, proposal, agreement or action made in opposition to approval of the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters contemplated by the Merger Agreement; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent or any of its Subsidiaries contained in vote upon the Merger Agreement and the transactions contemplated thereby, however called, or of such Holder contained at any adjournment thereof or in this Agreement; (iii) connection with any action or agreement that would reasonably be expected to result in (x) any condition to the consummation written consent of the Transactions set forth holders of Common Stock or in Article VII of the Merger Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto); and (iv) any other action that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the Transactions, including the Parent Stock Issuance and the Mergers, or this Agreement in any material respect. Any attempt by circumstances upon which a Holder to vote, consent or express dissent other approval with respect to (or otherwise to utilize the voting power of)Merger Agreement and the transactions contemplated thereby is sought, the Shares in contravention of this Section 3.1 Stockholder shall be null and void ab initio. If any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx 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 and shall 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, however called, or 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 voted) all 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, interfere with, delay, postpone or attempt to discourage the Merger, the Offer or the other transactions contemplated by this Agreement and the Merger Agreement, including, but not limited to: (i) any Acquisition Proposal; (ii) any action that is likely to result in a breach in any respect of any representation, warranty, covenant or any other obligation or agreement of the Company under the Merger Agreement or result in any of the applicable 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 Xxxxx Xxxxxx and Xxx Xxxxxxxxxx, 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 to amendin favor of the Merger, modify or waive the Merger Agreement and the transactions contemplated thereby, against any provision 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 revocable, 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 a manner that increases the amount, changes the form reliance upon each of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in Stockholders' execution and delivery of this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) . Each of the applicable Shares with respect to any matter other than as Stockholders hereby affirms that the irrevocable proxy set forth in this Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including 4 is given in connection with the election execution of directors the Merger Agreement, and that such irrevocable proxy is given to secure the performance of Parentthe duties of the Stockholders under this Agreement. Each of the Stockholders hereby further affirms that the irrevocable proxy is coupled with an interest. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Agreement to Vote. Prior to the Termination Date, each Holder Each Stockholder hereby irrevocably and unconditionally agrees that it shallduring the term of this Agreement, at the Special Meeting and at any other meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting)the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the stockholders of the Company, such Stockholder shall, in each case to the fullest extent that the Covered Shares are entitled to vote thereon or consent thereto: (a) appear at each such meeting or otherwise cause the Covered Shares as to which such Stockholder controls the right to vote to be counted as present at such meeting thereat for purpose purposes of establishing calculating a quorum and vote, or cause to be voted at such meeting, all Shares it owns: (a) in favor of the approval of the Parent Stock Issuance and approval of any other matters necessary for consummation of the Transactions (collectively, the “Transaction Matters”)quorum; and (b) against vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of the Covered Shares that are entitled to vote in each case: (i) any agreementin favor of the adoption of the Merger Agreement, transaction or proposal that relates to a Parent Competing Proposal approval of the Merger or any other transaction, proposal, agreement or action made in opposition to approval of the stockholders of the Company reasonably requested by Parent Stock Issuance or in competition or inconsistent with the Transactions or matters contemplated by the Merger Agreementfurtherance thereof; (ii) against any action or agreement that is in opposition to, or competitive or inconsistent with, the Merger or that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent or any of its Subsidiaries contained in the Merger Agreement or of such Holder Stockholder contained in this Agreement; (iii) against any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Transactions set forth in Article VII of the Merger Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto)Company Acquisition Proposal; and (iv) against any other action action, agreement or transaction that would reasonably be expected to impede, otherwise materially interfere with, delay, postpone, discourage, postpone frustrate the purposes of or adversely affect any of the Transactions, including Merger or the Parent Stock Issuance and other transactions contemplated by the Mergers, Merger Agreement or this Agreement in any material respect. Any attempt or the performance by a Holder to vote, consent such Stockholder of his 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 any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx 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 its obligations under this Agreement, this Section 3.1 shall not require including: (A) any Holder to be present extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its Subsidiaries (in person other than the Merger); (B) a sale, lease or by proxy) transfer of a material amount of assets of the Company or vote (or cause to be voted), any of the applicable Shares to amendits Subsidiaries or any reorganization, modify recapitalization or waive any provision liquidation of the Merger Agreement in a manner that increases Company or any of its Subsidiaries; (C) an election of members to the amount, changes the form Board of Directors of the Merger Consideration payable Company; (D) any change in the present capitalization or extends dividend policy of the Outside Date in Company or any material respect. Notwithstanding anything amendment or other change to the contrary Company’s certificate of incorporation or bylaws, except if approved by Parent; or (E) any other change in this Agreement, each Holder shall remain free to vote (the Company’s corporate structure or execute consents or proxies with respect to) the applicable Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of Parentbusiness.

Agreement to Vote. Prior to the Termination Date, each the Holder irrevocably and unconditionally agrees that it shall, at any meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting), however called, appear at such meeting or otherwise cause the Shares to be counted as present at such meeting thereat for purpose of establishing a quorum and vote, or cause to be voted at such meeting, all Shares it ownsShares: (a) in favor of the approval of Parent Share Issuance (as defined in the Parent Stock Issuance and approval of any other matters necessary for consummation of the Transactions Merger Agreement) (collectively, the “Transaction Matters”); and (b) against (iA) any agreement, transaction or proposal that relates to a Parent Competing Proposal or any other transaction, proposal, agreement or action made in opposition to approval adoption of the Parent Stock Issuance Merger Agreement or in competition or inconsistent with the Transactions Merger or matters contemplated by the Merger Agreement; (iiB) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent or any of its Subsidiaries contained in the Merger Agreement or of such the Holder contained in this Agreement; (iiiC) any action or agreement that would reasonably be expected to result in (x1) any condition to the consummation of the Transactions Merger set forth in Article VII of the Merger Agreement not being fulfilled or (y2) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related theretoDocuments); and (ivD) any other action that would could reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the Transactionstransactions contemplated by the Merger Agreement, including the Parent Stock Issuance and the MergersMerger, or this Agreement in any material respectAgreement. Any attempt by a the 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 any the Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx 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 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 applicable Shares to amend, modify or waive any provision of the Merger Agreement in a manner that increases the amount, or changes the form of of, the Merger Consideration payable pursuant to the Merger Agreement, removes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder or Parent (in its capacity as such) in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of Parent.

Agreement to Vote. Prior to the Termination DateDate (as defined below), each Holder Stockholder irrevocably and unconditionally agrees that it shall, shall at any meeting of the stockholders of Parent the Company (whether annual annual, special or special otherwise and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of stockholders of the Company, however proposed (a) when a meeting is held, appear at such meeting or otherwise cause the its Covered Shares to be counted as present at such meeting thereat for the purpose of establishing a quorum quorum, and voteif a written consent is proposed, respond to each request by the Company for written consent, and (b) vote (or consent), or provide instructions to the designated proxyholder of the Company's management to vote at such meeting (or validly execute and return and cause such consent to be voted at such meetinggranted with respect to), all Covered Shares it owns: (ai) in favor of the approval Share Exchange, the adoption of the Parent Stock Issuance Arrangement Agreement and approval of any other matters necessary for consummation of the Transactions Share Exchange and the other transactions contemplated by the Arrangement Agreement and any other action reasonably requested by Paramount in furtherance thereof, and (collectively, the “Transaction Matters”); and (bii) against (iA) any agreementAcquisition Proposal (as defined in the Arrangement Agreement), transaction (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or proposal that relates to a Parent Competing Proposal or other business combination between the Company and any other transactionPerson (other than the Share Exchange), proposal, agreement or action made in opposition to approval of the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters contemplated by the Merger Agreement; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (iii) any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Transactions set forth in Article VII of the Merger Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto); and (ivC) any other action that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect the Share Exchange or any of the Transactions, including transactions contemplated by the Parent Stock Issuance and the Mergers, Arrangement Agreement or this Agreement or any action or transaction that would result in any material respect. Any attempt by a 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 any Holder is the Beneficial Owner, but not the holder of record, breach of any Sharescovenant, such Xxxxxx agrees to take all actions necessary to cause representation or warranty or other obligation or agreement of the holder Company or any of record and any nominees to vote (its Subsidiaries contained in the Arrangement Agreement, or exercise a consent with respect to) all of such Shares in accordance with this Section 3.1. Notwithstanding anything herein to the contrary Stockholder contained in this Agreement, this Section 3.1 shall not require (D) any Holder to be change in the present (in person capitalization or by proxy) or vote (or cause to be voted), any dividend policy of the applicable Shares to amend, modify Company or waive any provision of the Merger Agreement in a manner that increases the amount, changes the form of the Merger Consideration payable amendment or extends the Outside Date in any material respect. Notwithstanding anything other change to the contrary Company’s certificate of incorporation or bylaws, except if approved by Paramount and (E) any other change in this Agreement, each Holder shall remain free to vote (the Company’s corporate structure or execute consents or proxies with respect to) the applicable Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of Parentbusiness.

Agreement to Vote. Prior Subject to the Termination Dateterms and conditions hereof, each Holder Purchasing Group Party irrevocably and unconditionally agrees that it shallfrom and after the date hereof and until the earliest to occur of (i) the Effective Time; (ii) the termination of the Merger Agreement in accordance with its terms; and (iii) the written agreement of the parties (with respect to the Partnership Parties, acting through the Special Committee) to terminate this Agreement (such earliest occurrence being the “Expiration Time”), at any meeting of the stockholders of Parent (whether annual or special and whether or not an including each adjourned or postponed meeting)) of the Unitholders of the Partnership, however called, upon which a vote or other consent or approval is sought (any such meeting or other circumstance, a “Unitholders’ Meeting”), such Purchasing Group Party will, to the extent permitted under the terms of such Purchasing Group Party’s Units, (A) appear at such meeting Unitholders’ Meeting or otherwise cause the Shares its Owned Units to be counted as present at such meeting thereat for purpose purposes of establishing calculating a quorum and quorum, and, (B) vote, or cause to be voted at such meetingvoted, all Shares it owns: of its Owned Units (aI) in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, (II) in favor of the approval of the Parent Stock Issuance and approval of any other matters necessary for consummation matter to be approved by the Unitholders of the Transactions Partnership (collectivelyincluding, without limitation, the “Transaction Matters”); and (badjournment of a Unitholders’ Meeting) against (i) any agreement, transaction or proposal that relates to a Parent Competing Proposal or any other transaction, proposal, agreement or action made in opposition to approval of facilitate the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters transactions contemplated by the Merger Agreement; , including the Merger, (iiIII) against any action extraordinary dividend, distribution or agreement that would result in a breach of any covenant, representation recapitalization by the Partnership or warranty or any other obligation or agreement of Parent or any of its Subsidiaries contained change in the capital structure of the Partnership (other than pursuant to or as explicitly permitted by the Merger Agreement or of such Holder contained in this Agreement; ), and (iiiIV) against any action or agreement that would reasonably be expected to (1) result in (x) a breach of any condition to the consummation representation, warranty or covenant of the Transactions set forth in Article VII of Partnership Parties under the Merger Agreement not being fulfilled or (y2) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto); and (iv) any other action that would reasonably be expected to impede, interfere or be inconsistent with, delay, discouragepostpone, postpone discourage or materially and adversely affect any consummation of the TransactionsMerger, including the Parent Stock Issuance and transactions contemplated by the MergersMerger Agreement, or this Agreement in any material respect. Any attempt the performance by a Holder to votesuch Purchasing Group Party of his, consent her 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 any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx 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 its obligations under this Agreement, this Section 3.1 shall not require any Holder to be present (in person or by proxy) or vote (or cause to be voted), any of the applicable Shares to amend, modify or waive any provision of the Merger Agreement in a manner that increases the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of Parent.

Agreement to Vote. Prior (a) From the date hereof until the Expiration Date (as defined below), the Stockholder shall (x) appear at (or otherwise cause all Shares beneficially owned by the Stockholder and all New Shares (as defined below) to be counted as present for purposes of calculating a quorum) any stockholder meeting of Telaria and (y) vote all Shares beneficially owned by the Stockholder and any New Shares, to the Termination Dateextent (in the case of securities convertible into, each Holder irrevocably and unconditionally agrees that it shallor exercisable or exchangeable for, shares of Telaria Common Stock) any such Shares or New Shares are capable of being voted, at every stockholder meeting of Telaria, however called, and at every postponement or adjournment thereof, and on every action proposed to be approved by the written consent of the holders of outstanding shares of Telaria Common Stock with respect to any of the following: (i) in favor of the adoption of the Merger Agreement and approval of the transactions contemplated thereby, including the Merger, and in favor of any proposal to adjourn or postpone any meeting of the stockholders of Parent (whether annual or special Telaria at which the Merger Agreement and whether or the transactions contemplated thereby, including the Merger, are submitted for the consideration and vote of the stockholders of Telaria to a later date if there are not an adjourned or postponed meeting), however called, appear at proxies representing a sufficient number of shares of Telaria Common Stock to approve such matters on the date on which the meeting or otherwise cause the Shares to be counted as present at such meeting for purpose of establishing a quorum and vote, or cause to be voted at such meeting, all Shares it owns:is held; (aii) in favor of the approval of the Parent Stock Issuance and approval of against any other matters necessary for consummation of the Transactions (collectively, the “Telaria Alternative Transaction Matters”)proposed by any Telaria Third Party; and (biii) against (i) any agreement, transaction or proposal that relates to a Parent Competing Proposal or any other transaction, proposalaction, agreement or action made in opposition to approval of the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters contemplated by the Merger Agreement; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent transaction involving Telaria or any of its Subsidiaries contained in the Merger Agreement that is intended, or of such Holder contained in this Agreement; (iii) any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Transactions set forth in Article VII of the Merger Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto); and (iv) any other action that would reasonably be expected expected, to impede, interfere with, delay, discouragepostpone, postpone or adversely affect any or prevent the consummation of the TransactionsMerger, including the Parent Stock Rubicon Project Share Issuance and or the Mergersother transactions contemplated by the Merger Agreement. (b) Prior to the Expiration Date, the Stockholder shall not enter into any agreement or this Agreement understanding with any Person to vote or give instructions in any material respect. Any attempt by a 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 any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx 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 manner inconsistent 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 2. (in person or by proxyc) or vote (or cause to be voted), any of the applicable Shares to amend, modify or waive any provision of the Merger Agreement in a manner that increases the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary set forth herein, if the Stockholder is serving on the Telaria Board of Directors, then nothing in this Agreement shall prohibit or otherwise impair the right or ability of the Stockholder to exercise his or her fiduciary duties in his or her capacity as a director or officer of Telaria, including by voting in his or her capacity as a director to effect a Telaria Recommendation Change, in each case, in accordance with the terms of the Merger Agreement. However, each Holder for the avoidance of doubt, a Telaria Recommendation Change shall remain free to vote (or execute consents or proxies with respect to) not relieve the applicable Shares Stockholder of any obligation hereunder with respect to the Shares beneficially owned by the Stockholder or any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of ParentNew Shares.

Agreement to Vote. Prior The Stockholder agrees that, with respect to the Termination Date, each Holder irrevocably and unconditionally agrees Covered Share that it is entitled to vote, it shall, and shall cause any other holder of record of any such Covered Shares to, at any meeting of the stockholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting)) or in any other circumstances upon which a vote, however calledconsent or other approval of the Stockholders is sought (i) when a meeting concerning the Transactions (as defined below) is held, appear at such meeting or otherwise cause the all such Covered Shares to be counted as present at such meeting thereat for the purpose of establishing a quorum and vote, quorum; (ii) vote (or cause to be voted at voted, including by proxy or by delivering a written consent) all such meeting, all Covered Shares it owns: (a) in favor of (x) the approval Merger and the adoption of the Parent Stock Issuance Merger Agreement and approval of any other matters necessary for consummation each of the Transactions other transactions contemplated by the Merger Agreement, including, without limitation, the adoption of the Amended and Restated Charter (collectively, the “Transaction MattersTransactions”); and , and (by) against (i) the approval of any agreement, transaction proposal to adjourn or proposal that relates postpone such meeting to a Parent Competing Proposal or any other transactionlater date, proposal, agreement or action made in opposition to approval of if there are not sufficient votes for the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters contemplated by the Merger Agreement; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (iii) any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Transactions set forth in Article VII adoption of the Merger Agreement not being fulfilled or (y) any change to and/or the voting rights adoption of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto)the Amended and Restated Charter on the date on which such meeting is held; and (iviii) vote (or cause to be voted) all such Covered Shares against any other proposal, action or agreement that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect the Merger or any of the Transactions, including the Parent Stock Issuance and the Mergers, or this Agreement Transactions in any material respect. Any attempt by a Holder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of)Except as set forth in this Section 1, the Shares in contravention of this Section 3.1 shall be null and void ab initio. If any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx 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 Stockholder shall not require any Holder to be present (restricted from voting in person favor of, against or by proxy) or vote (or cause to be voted), any of the applicable Shares to amend, modify or waive any provision of the Merger Agreement in a manner that increases the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares abstaining with respect to any matter other than as set forth presented to the stockholders of the Company. In addition, nothing in Section 3.1(a) and Section 3.1(b) in this Agreement shall limit the right of any manner Stockholder to vote any such Holder deems appropriate, including Covered Shares in connection with the election of directors of Parentdirectors.

Agreement to Vote. Prior to the Termination Date, each Holder irrevocably and unconditionally The Sponsor hereby agrees that it shall, will (i) vote at any meeting of the shareholders of PTK, and in any action by written resolution of the stockholders of Parent PTK, all of the shares of common stock of PTK, par value $0.0001 per share (whether annual or special and whether or not an adjourned or postponed meetingthe “PTK Shares”), however calledheld by the Sponsor and any other Equity Securities of PTK that the Sponsor holds of record or beneficially, as of the date of this Agreement, or acquires record or beneficial ownership after the date hereof (collectively, the “Subject PTK Equity Securities”) in favor of the Transaction Proposals and each other proposal related to the Transactions included on the agenda for the special meeting of stockholders relating to the Transactions, (ii) when such meeting of stockholders is held, appear at such meeting or otherwise cause the Shares Subject PTK Equity Securities to be counted as present at such meeting thereat for purpose the purposes of establishing a quorum and vote(iii) vote all the Subject PTK Equity Securities beneficially owned by it against any action that would reasonably be expected to materially impede, interfere with, delay, postpone or cause to be voted at such meeting, all Shares it owns: (a) in favor of the approval of the Parent Stock Issuance and approval of any other matters necessary for consummation of the Transactions (collectively, the “Transaction Matters”); and (b) against (i) any agreement, transaction or proposal that relates to a Parent Competing Proposal or any other transaction, proposal, agreement or action made in opposition to approval of the Parent Stock Issuance or in competition or inconsistent with adversely affect the Transactions or matters any of the other transactions contemplated by the Merger Agreement; (ii) any action Business Combination Agreement or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent or any of its Subsidiaries contained in PTK under the Merger Business Combination Agreement or result in a breach of such Holder any covenant or other obligation or agreement of the Sponsor contained in this Agreement; (iii) . The obligations of the Sponsor specified in this Section 1 shall apply whether or not the Transactions or any action or agreement that would reasonably be expected to result described above is recommended by the SPAC Board (as defined in (x) any condition to the consummation of the Transactions set forth in Article VII of the Merger Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto); and (iv) any other action that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the Transactions, including the Parent Stock Issuance and the Mergers, or this Agreement in any material respect. Any attempt by a 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 any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx 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 Business Combination Agreement, this Section 3.1 shall not require any Holder to be present (in person or by proxy) or vote the SPAC Board has effected a SPAC Change in Recommendation (or cause to be votedas defined in the Business Combination Agreement), any of the applicable Shares to amend, modify or waive any provision of the Merger Agreement in a manner that increases the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of Parent.

Agreement to Vote. Prior to (a) From the Termination date hereof until the Expiration Date, each Holder irrevocably and unconditionally agrees that it shall, at any every meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting), however called, appear at such meeting or otherwise cause the Shares Company called with respect to be counted as present at such meeting for purpose of establishing a quorum and vote, or cause to be voted at such meeting, all Shares it owns: (a) in favor of the approval of the Parent Stock Issuance and approval of any other matters necessary for consummation of the Transactions (collectively, the “Transaction Matters”); and (b) against (i) any agreement, transaction or proposal that relates to a Parent Competing Proposal or any other transaction, proposal, agreement or action made in opposition to approval of the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters contemplated by the Merger Agreement; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (iii) any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Transactions set forth in Article VII of the Merger Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto); and (iv) any other action that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the Transactionsfollowing, including and at every adjournment or postponement thereof, and on every action or approval by written consent of the Parent Stock Issuance and stockholders of the Mergers, or this Agreement in any material respect. Any attempt by a Holder to vote, consent or express dissent Company with respect to (or otherwise to utilize any of the voting power of)following, the Shares in contravention of this Section 3.1 shall be null Stockholder hereby irrevocably and void ab initio. If any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx unconditionally 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 and vote (or cause to be voted), or (with respect to any written consent solicitation) deliver (or cause to be delivered) a written consent with respect to, all of the applicable Shares to amend, modify or waive any provision Subject Shares: (A) in favor of the adoption of the Merger Agreement in a manner that increases and the amount, changes the form approval of the transactions contemplated thereby, including the Merger, and any related proposal in furtherance thereof; (B) in favor of any proposal to adjourn or postpone the Company Stockholders Meeting to a later date if there are not sufficient votes to adopt the Merger Consideration payable Agreement and/or if there are not sufficient shares present in person or extends by proxy at the Outside Date Company Stockholders Meeting to constitute a quorum, (C) in favor of any material respectother matter necessary to consummate the transactions contemplated by the Merger Agreement and (D) against the following actions: (1) any merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving the Company, any of its Subsidiaries and any other Person (including any Company Acquisition Proposal), other than the Merger and (2) any other action or agreement that would reasonably be expected to impede, frustrate, interfere with, delay, postpone or adversely affect the Merger or any other transaction contemplated by the Merger Agreement, including the consummation thereof. (b) At any meeting of the stockholders of the Company to which Section 1(a) above is applicable, the Stockholder shall, or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present thereat for purposes of establishing a quorum. The Stockholder shall provide Parent with at least five Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Shares. The obligations of the Stockholder under this Agreement, including this Section 1, shall not apply if an Adverse Company Recommendation Change has occurred. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints Parent (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of the Company or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Expiration Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding anything the foregoing, this proxy shall automatically be revoked on the Expiration Date. Parent may terminate this proxy with respect to the contrary Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither Parent, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to Parent by this Section 1(c). (d) The following capitalized terms, as used in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) have the applicable Shares with respect to any matter other than as meanings set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of Parent.below:

Agreement to Vote. Prior to the earlier of the Termination DateDate and the Effective Time, each the Holder irrevocably and unconditionally agrees that it such Holder shall, at any meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting), however called, of the stockholders of the Company or at any meeting or with respect to any written consent of the Members (as defined in the Opco LLC Agreement) of Opco LLC, as applicable, appear at such meeting or otherwise cause the Shares Covered Securities to be counted as present at such meeting thereat for purpose of establishing a quorum and vote, or cause to be voted at such meeting, all Shares it ownsCovered Securities: (a) in favor of the approval adoption of the Parent Stock Issuance Merger Agreement and approval of approving any other matters necessary for consummation of the Transactions transactions contemplated by the Merger Agreement, including the Mergers (collectively, the “Transaction Matters”); and (b) against (i) any agreement, transaction or proposal that relates to a Parent Competing Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to approval adoption of the Parent Stock Issuance Merger Agreement or in competition or inconsistent with the Transactions Mergers or matters contemplated by the Merger Agreement; Agreement and (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (iii) any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Transactions set forth in Article VII of the Merger Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto); and (iv) any other action that would could reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect the Mergers or any of the Transactions, including other transactions contemplated by the Parent Stock Issuance and the Mergers, Merger Agreement or this Agreement or any transaction that results in a breach in any material respectrespect of any covenant, representation or warranty or other obligation or agreement of the Company or any of its Subsidiaries (including Opco LLC) under the Merger Agreement. Any attempt by a the Holder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of), ) the Shares Covered Securities in contravention of this Section 3.1 shall be null and void ab initio. If any the Holder is the Beneficial Owner, but not the holder of record, of any SharesCovered Securities, such Xxxxxx 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 Shares 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 any the Holder to be present (in person or by proxy) or vote (or cause to be voted), any of the applicable Shares Covered Securities to amend, modify or waive any provision of the Merger Agreement in a manner that increases reduces the amount, amount or changes the form of the Merger Consideration payable or imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration or extends the Outside Date in any material respectDate. Notwithstanding anything to the contrary in this Agreement, each the Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares 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 such the Holder deems appropriate, including in connection with the election of directors of Parentthe Company.

Agreement to Vote. Prior to the Termination DateDate (as defined herein), each Holder Stockholder irrevocably and unconditionally agrees that it shall, at any meeting of the stockholders shareholders of Parent the Company (whether annual or special extraordinary and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of shareholders of the Company, in each case with respect to the matters described in clause (b) below, (a) when such meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present at such meeting thereat for the purpose of establishing a quorum quorum, and voterespond to each request by the Company for written consent, if any and (b) vote (or consent), or cause to be voted at such meetingmeeting (or validly execute and return and cause such consent to be granted with respect to), all Covered Shares it owns: (ai) in favor of the approval Merger, the adoption of the Parent Stock Issuance Merger Agreement and approval Plan of Merger and any other matters necessary for consummation of the Transactions (collectively, Merger and the “Transaction Matters”); and (b) against (i) any agreement, transaction or proposal that relates to a Parent Competing Proposal or any other transaction, proposal, agreement or action made in opposition to approval of the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters transactions contemplated by the Merger Agreement; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; and (iiiii) against (A) any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Transactions set forth in Article VII of the Merger Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto); Acquisition Proposal and (ivB) any other action that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect the Merger or any of the Transactions, including transactions contemplated by the Parent Stock Issuance and the Mergers, Merger Agreement or this Agreement or any transaction that would reasonably be expected to result in a breach in any material respectrespect of any covenant, representation or warranty or other obligation or agreement of the Company or any of its Subsidiaries under the Merger Agreement. Any attempt by a Holder Except as expressly set forth in clauses (a) and (b) of this Section 1, Stockholder shall retain at all times the right to votevote the Covered Shares in its sole discretion and without any other limitation on those matters other than those set forth in this Section 1 that are at any time or from time to time presented for consideration to the Company Shareholders, consent and the Stockholder shall not be restricted from voting in favor of, against or express dissent abstaining with respect to (any other matter presented to the Company Shareholders. Notwithstanding the foregoing, nothing in this Agreement shall require Stockholder to vote in favor of, 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 any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx agrees to take all actions necessary to cause the holder of record and any nominees to vote (or exercise a act by written 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 applicable Shares amendment to amend, modify or waive any provision of the Merger Agreement or the taking of any action that would result in the amendment, modification, or waiver of any provision therein, in any such case, in a manner that increases decreases the amount, amount or changes the form of the Merger Consideration merger consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary Company Shareholders or is otherwise adverse to the Company Shareholders in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of Parentcapacity.

Agreement to Vote. Prior to the Termination Date, each but subject to Section 3.2, Holder irrevocably and unconditionally agrees that it shall, at any meeting of the stockholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, appear at such meeting or otherwise cause all of the Shares shares of Altus Parent Common Stock that constitute Covered Securities to be counted as present at such meeting for purpose of establishing a quorum and vote, or cause to be voted at such meeting, all Shares it ownsof the shares of Altus Parent Common Stock that constitute Covered Securities: (a) in favor of the approval of the Parent Stock Issuance and approval of approving any other matters necessary for the consummation of the Transactions transactions contemplated by the Contribution Agreement (collectively, the “Transaction Matters”); and (b) against (i) any agreement, transaction or proposal that relates to a Parent Company Competing Proposal Proposal, without regard to the terms of such Company Competing Proposal, or any other transaction, proposal, agreement or action made in opposition to approval adoption of the Parent Stock Issuance Contribution Agreement or in competition or inconsistent with the Transactions Transaction or matters contemplated by the Merger Contribution Agreement; (ii) any action action, agreement or agreement transaction that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent the Company or any of its Subsidiaries contained in the Merger Contribution Agreement or of such Holder contained in this Agreement; (iii) any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Transactions Transaction set forth in Article VI or Article VII of the Merger Contribution Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent the Company (including by any amendments to Parentthe Company’s Organizational Documents related theretoother than, for the avoidance of doubt, any amendments contemplated by the Contribution Agreement); and (iv) any other action action, agreement or transaction that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the Transactions, including the Parent Stock Issuance and the Mergers, or this Agreement in any material respect. Transaction Matters. (c) Any attempt by a Holder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of), ) the Shares Covered Securities in contravention of this Section 3.1 and Section 3.2 shall be null and void ab initio. If any Holder is the Beneficial Owner, but not the holder of record, of any Sharesshares of Altus Parent Common Stock, such Xxxxxx 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 shares of Altus Parent Common Stock in accordance with this Section 3.1. Notwithstanding anything herein to the contrary in this Agreement, this Section 3.1 shall not require any Holder to be present (in person or by proxy) or vote (or cause to be voted), any of the applicable Shares to amend, modify or waive any provision of the Merger Agreement in a manner that increases the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of Parent3.2.

Agreement to Vote. Prior to the Termination Date, each Holder Parent irrevocably and unconditionally agrees that it shall, at any meeting of the stockholders of Parent Unitholders Meeting (whether annual or special and whether or not an adjourned or postponed meeting), however called, appear at such meeting or otherwise cause the Shares Common Units to be counted as present at such meeting for purpose of establishing a quorum and vote, or cause to be voted at such meeting, all Shares Common Units it owns: (a) in favor of the approval of Merger Agreement and the Parent Stock Issuance and approval of any other matters necessary for consummation of transactions contemplated thereby, including the Transactions (collectively, the “Transaction Matters”)Merger; and (b) against (i) any agreement, transaction or proposal that relates to a Parent Competing Proposal or any other transaction, proposal, agreement or action made in opposition to approval adoption of the Parent Stock Issuance or in competition Merger Agreement or inconsistent with the Transactions Merger or matters contemplated by the Merger Agreement; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (iii) any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Transactions Merger or the transactions contemplated by the Merger Agreement set forth in Article VII VI of the Merger Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto)fulfilled; and (iv) any other action that would reasonably be expected to materially impede, interfere with, delay, discourage, postpone or adversely affect any of the Transactionstransactions contemplated by the Merger Agreement, including the Parent Stock Issuance and the MergersMerger, or this Agreement in any material respectAgreement. Any attempt by a Holder Parent to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of), the Shares Common Units in contravention of this Section 3.1 shall be null and void ab initio. If any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx 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 applicable Shares to amend, modify or waive any provision of the Merger Agreement in a manner that increases the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder Parent shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares Common Units with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder Parent deems appropriate, including in connection with the election of directors of Parent.

Agreement to Vote. Prior to the Termination Date, each Holder (a) Sponsor hereby irrevocably and unconditionally agrees that, from and after the date hereof and until the earlier of (i) the Closing or (ii) the valid termination of this Agreement pursuant to Section 7 (the “Effective Period”), the Sponsor hereby agrees that it shall, at any meeting of the stockholders of Parent SPAC (whether annual or special extraordinary and whether or not an adjourned or postponed meetingor any other meeting of SPAC), however called, on any written resolution, and in any action by written consent or resolution, in each case of the shareholders of SPAC (collectively, “such meeting or written consent”), Sponsor shall, solely in its capacity as a shareholder of SPAC do the following: i. when such meeting is held, appear at such meeting (in person or by proxy) or otherwise cause the Shares Subject SPAC Equity Securities to be counted as present at such meeting thereat for the purpose of establishing a quorum quorum; ii. vote the Subject SPAC Equity Securities (or execute and votereturn an action by written consent), or cause the Subject SPAC Equity Securities to be voted (or validly execute and return and cause such consent to be granted with respect to), at such meetingmeeting or written consent (including the SPAC Stockholders Meeting), all Shares it owns: (a) in favor of the approval of Required Transaction Proposals and the Parent Stock Issuance and approval of any other matters necessary for consummation of transactions contemplated by the Transactions Business Combination Agreement (collectively, the “Transaction MattersTransactions”); and, including with respect to any matter in furtherance of the Transactions or by any of the Ancillary Documents for which a vote or approval of the SPAC shareholders is required (the “Transaction Approvals”); (b) iii. vote against (i) any agreement, transaction or proposal that relates to a Parent Competing Proposal or any other transactionaction, proposal, agreement or action made in opposition to approval of the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters contemplated by the Merger Agreement; (ii) any action transaction or agreement that would result in a breach in any respect of any representation, warranty, covenant, representation or warranty or any other obligation or agreement of Parent SPAC or Merger Sub contained in the Business Combination Agreement, that conflicts or materially impedes or interferes with any Required Transaction Proposals, including any SPAC Acquisition Proposal, or that would adversely affect or delay the consummation of the transactions contemplated by the Business Combination Agreement; iv. validly execute and deliver to SPAC, on (or effective as of) the fifth (5th) Business Day following the date that the Proxy Statement/Prospectus is disseminated by SPAC to SPAC’s stockholders (following the date that the Registration Statement/Proxy Statement becomes effective), a properly completed voting proxy in the form distributed by or on behalf of SPAC in favor of the Required Transaction Proposals and any other proposals set forth in the Registration Statement/Proxy Statement; and v. except as set forth in the Proxy Statement/Registration Statement, vote against the following actions or proposals: (A) any proposal in opposition to approval of the Business Combination Agreement or in competition with or materially inconsistent with the Business Combination Agreement; (B) any SPAC Acquisition Proposal and (C) (x) any amendment of the Amended Certificate of Incorporation or bylaws of SPAC or (y) any other action or proposal involving SPAC any of its Subsidiaries contained subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the Transactions in the Merger Agreement any material respect or of such Holder contained in this Agreement; (iii) any action or agreement that would reasonably be expected to result in (x) any condition to of SPAC’s closing conditions or obligations under the consummation of the Transactions set forth in Article VII of the Merger Business Combination Agreement not being fulfilled satisfied. (b) During the Effective Period, Sponsor shall not take, nor shall it permit any of its Affiliates or any of its or their respective representatives to take, whether directly or indirectly, any action to (i) solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (other than the Company, its shareholders and/or any of their Affiliates or representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any SPAC Acquisition Proposal or (yii) approve, endorse or recommend, or make any change public statement approving, endorsing or recommending, any SPAC Acquisition Proposal, in the case of each of clauses (i) and (ii), other than a SPAC Acquisition Proposal with the Company, its shareholders and their respective Affiliates and representatives. Sponsor shall and shall cause its Affiliates and representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto); and (iv) any other action that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the Transactions, including the Parent Stock Issuance and the Mergersdate hereof with respect to, or this Agreement in which is reasonably likely to give rise to or result in, a SPAC Acquisition Proposal, other than with the Company, its equityholders or their respective controlled Affiliates. If Sponsor receives any material respect. Any attempt by a Holder to vote, consent inquiry or express dissent proposal with respect to a SPAC Acquisition Proposal, then Sponsor shall promptly (or otherwise to utilize the voting power of), the Shares and in contravention of this Section 3.1 shall be null and void ab initio. If any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx agrees to take all actions necessary to cause the holder of record and any nominees to vote no event later than twenty-four (or exercise a consent with respect to24) all hours after Sponsor becomes aware of such Shares inquiry or proposal) (i) notify such person in accordance with this Section 3.1. Notwithstanding anything herein writing that SPAC is subject to the contrary in this Agreement, this Section 3.1 shall not require any Holder to be present (in person or by proxy) or vote (or cause to be voted), any of the applicable Shares to amend, modify or waive any provision of the Merger Agreement in a manner that increases the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares an exclusivity agreement with respect to any matter other than as set forth in Section 3.1(athe Merger that prohibits Sponsor from considering such inquiry or proposal and (ii) and Section 3.1(b) in any manner advise the Company of such Holder deems appropriate, including in connection with the election of directors of Parentinquiry or proposal.

Agreement to Vote. Prior The FEAC Shareholder hereby unconditionally and irrevocably agrees, with effect from the date hereof and until the earlier of (x) the date on which this Agreement is terminated in accordance with Section 7 hereof and (y) the Closing Date (the “Voting and Lock-Up Period”), to the Termination Date, each Holder irrevocably and unconditionally agrees that it shall, be present at any meeting of the stockholders shareholders of Parent FEAC, and to vote (whether annual in person or special and whether or not an adjourned or postponed meetingby proxy), however called, appear at such meeting or otherwise cause the Shares consent to be counted as present at such meeting for purpose of establishing a quorum and vote, any action by written consent or cause to be voted at such meetingresolution with respect to, all Shares it owns: of the Subject FEAC Equity Securities (ai) in favor of the approval of Transaction Proposals (as defined in the Parent Stock Issuance Business Combination Agreement) and approval of any other matters matter reasonably necessary for to the consummation of the Transactions (collectively, as defined in the “Transaction Matters”); and (bBusiness Combination Agreement) against (i) any agreement, transaction or proposal that relates to a Parent Competing Proposal or any and the other transaction, proposal, agreement or action made in opposition to approval of the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters contemplated by the Merger Agreement; Business Combination Agreement and considered and voted upon by the shareholders of FEAC, and (ii) in opposition to: (A) any action and all other proposals (1) that could reasonably be expected to delay or impair the ability of FEAC to consummate the transactions contemplated by the Business Combination Agreement or any Ancillary Agreement (as defined in the Business Combination Agreement) or (2) which are in competition with or materially inconsistent with the Business Combination Agreement, any Transaction and the transactions contemplated thereby, or (B) any other action, proposal, transaction or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent involving FEAC or any of its Subsidiaries contained subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect in any material respect the Merger transactions contemplated by the Business Combination Agreement or of such Holder contained in this Agreement; (iii) any action Ancillary Agreement or agreement that would reasonably be expected to result in (x) any condition to breach of any representation, warranty, covenant, obligation or agreement of FEAC in the consummation of the Transactions set forth in Article VII of the Merger Business Combination Agreement not being fulfilled or any Ancillary Agreement or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto); and (iv) any other action that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the Transactions, including conditions to FEAC’s obligations under the Parent Stock Issuance Business Combination Agreement or any Ancillary Agreement not being fulfilled. The FEAC Shareholder shall deliver to FEAC and the Mergers, or this Agreement in any material respect. Any attempt by a Holder to vote, consent or express dissent Newco evidence of its compliance with respect to (or otherwise to utilize the voting power of), the Shares in contravention of this Section 3.1 shall its obligations hereunder as may be null and void ab initio. If any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx 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 applicable Shares to amend, modify or waive any provision of the Merger Agreement in a manner that increases the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of Parentreasonably requested.

Agreement to Vote. Prior to At the Termination Date, each Holder irrevocably and unconditionally agrees that it shall, at Hanover Stockholders Meeting or any other meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting)Hanover Stockholders, however called, including any adjournment or postponement thereof, or in connection with any written consent of the Hanover Stockholders, each Stockholder shall, in each case to the fullest extent that such Stockholder’s Covered Shares are entitled to vote thereon or consent thereto: (a) appear at each such meeting or otherwise cause the Covered Shares to be duly counted as present at such meeting thereat for purpose purposes of establishing calculating a quorum and vote, or cause to be voted at such meeting, all Shares it owns: (a) in favor of the approval of the Parent Stock Issuance and approval of any other matters necessary for consummation of the Transactions (collectively, the “Transaction Matters”)quorum; and (b) against vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of such Stockholder’s Covered Shares (i) any agreement, transaction or proposal that relates in favor of proposals to a Parent Competing Proposal or any approve (w) the Merger Agreement and the Merger and the other transaction, proposal, agreement or action made in opposition to approval of the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters transactions contemplated by the Merger Agreement, including the amendment and restatement of the Charter as set forth in the Amended and Restated Charter and the Merger Share Issuance, (x) the Exchange Share Issuance, (y) the Plan Amendment and (z) any other action reasonably requested by Xxxxxx in furtherance of any of the foregoing; (ii) against any action action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Parent or any of its Subsidiaries Hanover contained in the Merger Agreement Agreement, or of such Holder any Stockholder contained in this Agreement; and (iii) against any action Hanover Acquisition Proposal or any other action, agreement or transaction that would is intended, or could reasonably be expected expected, to result in (x) any condition to the consummation of the Transactions set forth in Article VII of the Merger Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto); and (iv) any other action that would reasonably be expected to materially impede, interfere with, delay, discouragepostpone, postpone discourage or adversely affect the Merger or any of the Transactions, including other transactions contemplated by the Parent Stock Issuance and the Mergers, Merger Agreement or this Agreement in any material respect. Any attempt or the performance by a Holder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of), the Shares in contravention such Stockholder of this Section 3.1 shall be null and void ab initio. If any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx 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 its obligations under this Agreement, this Section 3.1 shall not require including, without limitation: (A) any Holder to be present extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Hanover or its Subsidiaries (in person other than the Merger); (B) a sale, lease or by proxy) transfer of a material amount of assets of Hanover or vote (or cause to be voted), any of its Subsidiaries or a reorganization, recapitalization or liquidation of Hanover or any of its Subsidiaries except as contemplated by the applicable Shares Merger Agreement; (C) an election of new members to amendthe board of directors of Hanover, modify other than nominees for election as directors of Hanover who are serving as directors of Hanover on the date of this Agreement, who are nominated by Hanover’s Board of Directors or waive any provision of who are expressly contemplated by the Merger Agreement in a manner that increases the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election consummation of directors the Merger; (D) any material change in the present capitalization or dividend policy of ParentHanover or any amendment or other change to Hanover’s charter or Bylaws, except as specified in the Amended and Restated Charter and the Amended and Restated Bylaws or if approved by Xxxxxx in writing; or (E) any other material change in Hanover’s corporate structure or business except as contemplated by the Merger Agreement.

Agreement to Vote. Prior to the Termination Date, each Holder Parent irrevocably and unconditionally agrees that it shall, at any meeting of the stockholders of Parent Unitholders Meeting (whether annual or special and whether or not an adjourned or postponed meeting), however called, appear at such meeting or otherwise cause the Shares Subject Common Units to be counted as present at such meeting for purpose of establishing a quorum and vote, or cause to be voted at such meeting, all Shares it ownsthe Subject Common Units: (a) in favor of the approval of Merger Agreement and the Parent Stock Issuance and approval of any other matters necessary for consummation of the Transactions (collectively, the “Transaction Matters”)transactions contemplated thereby; and (b) against (i) any agreement, transaction or proposal that relates to a Parent Competing Proposal or any other transaction, proposal, agreement or action made in opposition to approval adoption of the Parent Stock Issuance or in competition Merger Agreement or inconsistent with the Transactions Merger or matters contemplated by the Merger Agreement; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (iii) any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Transactions Merger or the transactions contemplated by the Merger Agreement set forth in Article VII VI of the Merger Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto)fulfilled; and (iv) any other action that would would, individually or in the aggregate, reasonably be expected to impedematerially delay, interfere with, delay, discourage, postpone hinder or adversely affect any impair the consummation of the Transactions, including transactions contemplated by the Parent Stock Issuance and the Mergers, Merger Agreement or this Agreement in any material respectaccordance with the terms thereof or hereof. Any attempt by a Holder Parent to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of), ) the Shares Subject Common Units in contravention of this Section 3.1 shall be null and void ab initio. If any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx 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 applicable Shares to amend, modify or waive any provision of the Merger Agreement in a manner that increases the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder Parent shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares Subject Common Units with respect to any matter other than as set forth in Section 3.1(aclauses (a) and Section 3.1(b(b) above in any manner such Holder Parent deems appropriate, including in connection with the election of directors of Parent.

Agreement to Vote. Prior to the Termination Date, each Holder irrevocably and unconditionally (a) Each Shareholder hereby agrees that it shallduring the Voting Period, at any meeting of the stockholders shareholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting)Constellation, however called, appear or at such meeting any adjournment or otherwise cause postponement thereof, or in connection with any written consent of the Shares to be counted as present at such meeting for purpose shareholders of establishing Constellation or in any other circumstances upon which a quorum and vote, consent or other approval of all or some of the shareholders of Constellation is sought with respect to the matters described in this Section 2.1, each Shareholder shall vote (or cause to be voted at such meetingvoted), or execute (or cause to be executed) consents with respect to, as applicable, all of the Subject Shares it owns: as of the applicable record date (ax) in favor of the adoption of the Merger Agreement and approval of the Parent Stock Issuance Merger and approval of any the other matters necessary for consummation of the Transactions (collectively, the “Transaction Matters”); and (b) against (i) any agreement, transaction or proposal that relates to a Parent Competing Proposal or any other transaction, proposal, agreement or action made in opposition to approval of the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters transactions contemplated by the Merger Agreement; , and (y) against each of the matters set forth in clauses (i), (ii) and (iii) below, whether such vote or consent is required or requested pursuant to applicable Law or otherwise: (i) any Constellation Acquisition Proposal, in each case, other than the Merger and the other transactions contemplated by the Merger Agreement and other than the Merger Agreement; (ii) any action action, proposal, transaction or agreement that would, or would be reasonably expected to, result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of Parent or any of its Subsidiaries Constellation contained in the Merger Agreement or of such Holder Shareholder contained in this Agreement; and (iii) any action action, proposal, transaction or agreement involving Constellation or any of its Subsidiaries that would, or would reasonably be expected to result in (x) any condition to the consummation of the Transactions set forth in Article VII of the Merger Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto); and (iv) any other action that would reasonably be expected to to, prevent, impede, frustrate, interfere with, delay, discourage, postpone or adversely affect any the consummation of the TransactionsMerger or the other transactions contemplated by the Merger Agreement or the performance by such Shareholder of its obligations under this Agreement. (b) With respect to any meeting of the shareholders of Constellation held during the Voting Period, including the Parent Stock Issuance and the Mergerseach Shareholder shall, or this Agreement in any material respect. Any attempt by a 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 any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx agrees to take all actions necessary to cause the holder of record and of its Subject Shares beneficially owned by such Shareholder on any nominees applicable record date to, appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum. Any vote (required to be cast or exercise a consent with respect to) all of such Shares required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of recording the results of that vote or consent. (c) Except as explicitly set forth in this Section 3.1. Notwithstanding anything herein to the contrary 2.1, nothing in this Agreement, this Section 3.1 Agreement shall not require any Holder limit the right of a Shareholder to be present (in person or by proxy) or vote (or cause to be voted), any of the applicable Shares including by proxy or written consent, if applicable, in favor of, or against or to amend, modify or waive any provision of the Merger Agreement in a manner that increases the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies abstain with respect to) , any matters presented to the applicable Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election shareholders of directors of ParentConstellation.

Agreement to Vote. Prior Subject to the Termination Dateearlier termination of this Agreement in accordance with Section 5, each Holder Sponsor, in its capacity as a shareholder of SPAC, irrevocably and unconditionally agrees that it shallthat, at any meeting the SPAC Shareholders Meeting, which shall be convened for the purpose of obtaining the stockholders of Parent SPAC Shareholder Approval (whether annual or special extraordinary and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), however calledSponsor shall: (a) if and when the SPAC Shareholders Meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present at such meeting thereat for the purpose of establishing a quorum and quorum; (b) vote, or cause to be voted voted, at the SPAC Shareholders Meeting (or execute and deliver a written consent, if applicable, causing to be voted) all of the Covered Shares owned as of the record date for such meeting, all Shares it owns: (a) meeting in favor of the approval each of the Parent Stock Issuance Transaction Proposals and approval of any other matters necessary or reasonably requested by SPAC for the consummation of the Transactions (collectivelyTransactions, including any actions necessary to effectuate the “matters contemplated by the Transaction Matters”); andProposals; (bc) vote, or cause to be voted, at the SPAC Shareholders Meeting (or execute and deliver a written consent, if applicable, causing to be voted), all of the Covered Shares owned as of the record date for such meeting against (i) any agreement, transaction or proposal that relates to a Parent Competing Proposal or any other transaction, proposal, agreement or action made in opposition to approval of the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters contemplated by the Merger Agreement; Alternative Transaction and (ii) any other action or agreement that would reasonably be expected to (A) impede, interfere with, delay, postpone or adversely affect the Transactions or result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent SPAC under the Business Combination Agreement or result in any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (iii) any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Transactions conditions set forth in Article VII of the Merger Business Combination Agreement not being fulfilled fulfilled, (B) result in a breach of any covenant, representation or warranty or other obligation or agreement of it contained in this Agreement or (yC) change in any change to manner the dividend policy or capitalization of, including the voting rights of of, any class of shares of capital stock of Parent SPAC (including other than as contemplated by the Business Combination Agreement); (d) in any amendments to Parent’s other circumstances upon which a consent or other approval is required under the SPAC Organizational Documents related thereto); and (iv) any other action that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any otherwise sought in furtherance of the Transactions, including the Parent Stock Issuance and the Mergers, or this Agreement in any material respect. Any attempt by a 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 any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx 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 approve (or cause to be voted), any consented or approved) all of the applicable Sponsor’s Covered Shares to amend, modify or waive any provision of the Merger Agreement owned at such time in a manner that increases the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to favor thereof; (e) vote (or execute consents and return an action by written resolution), or proxies cause to be voted at such meeting, or validly execute and return and cause such written resolution to be granted with respect to) , all of such Covered Shares against any change in business, management or the applicable Shares with respect to any matter SPAC Board (other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election Business Combination and the other proposals related to the Business Combination); and (f) not redeem any Covered Shares owned by it in connection with such SPAC Shareholder Approval. The obligations of Sponsor specified in Section 1 shall apply whether or not the Amalgamations or any action described above is recommended by the board of directors of ParentSPAC or any committee thereof or the board of directors of SPAC or any committee thereof has previously recommended the Amalgamations or such action but changed its recommendation.

Agreement to Vote. Prior to the Termination DateDate (as defined herein), each Holder subject to the terms and conditions set forth herein, the Stockholder hereby irrevocably and unconditionally agrees that it shall, at any duly called meeting of the stockholders of Parent CBLI Stockholders (whether annual or special meeting and whether or not an adjourned such meeting is adjourned, delayed or postponed meetingpostponed) (a “Stockholder Meeting”), however calledcalled for the purpose of considering the Merger or any Acquisition Proposal, or in any other circumstances (including action by written consent of stockholders in lieu of a meeting) upon which a vote, adoption or other approval or consent with respect to or in connection with the adoption of the Merger Agreement, the approval of the Merger or any of the Contemplated Transactions is sought: (a) when a Stockholder Meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present at such meeting thereat for the purpose of establishing a quorum quorum, and voterespond to each request by CBLI for written consent, if any, and (b) vote (or consent), or cause to be voted at such meetingmeeting (or validly execute and return and cause such consent to be granted with respect to), all Shares it ownsCovered Shares: (ai) in favor of (A) the approval Merger, the adoption of the Parent Stock Issuance Merger Agreement and approval of any other matters necessary for consummation of the Transactions Merger and the other Contemplated Transactions, including the issuance of shares of CBLI Common Stock to the CYTO Stockholders pursuant to the terms of the Merger Agreement and the amendment of the articles of incorporation of CBLI to reflect an increase the authorized capital stock of CBLI; and (collectivelyB) approving any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the “Transaction Matters”)adoption of the Merger Agreement on the date on which such meeting is held; and (bii) against against: (iA) any agreementAcquisition Proposal; and (B) any other action, proposal, transaction or proposal agreement that relates would reasonably be expected to a Parent Competing Proposal impede, interfere with, delay, postpone or adversely affect the Merger or any other transaction, proposal, agreement or action made in opposition to approval of the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters transactions contemplated by the Merger Agreement; (ii) Agreement or this Agreement or any action or agreement transaction that would result results in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of Parent or any of its Subsidiaries contained in CBLI under the Merger Agreement Agreement. To the extent that the Stockholder does not control, by himself, herself or itself, the determinations of such Holder contained Stockholder entity, the Stockholder agrees to exercise all voting or other determination rights he, she or it has in such Stockholder entity to carry out the intent and purposes of his, her or its voting and support obligations in this Section 1 and otherwise set forth in this Agreement; (iii) any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Transactions set forth in Article VII of the Merger Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto); and (iv) any other action that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the Transactions, including the Parent Stock Issuance and the Mergers, or this Agreement in any material respect. Any attempt by a 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 any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx 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 applicable Shares to amend, modify or waive any provision of the Merger Agreement in a manner that increases the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of Parent.

Agreement to Vote. Prior to (a) Each Stockholder hereby agrees that, during the Termination Date, each Holder irrevocably and unconditionally agrees that it shallVoting Period, at any duly called meeting of the stockholders of Parent Gevity (whether annual or special and whether any adjournment or not an adjourned or postponed meetingpostponement thereof) (each, a “Gevity Voting Event”), however calledsuch Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting the meeting, in person or by proxy, or otherwise cause the its Covered Shares to be counted as present at such meeting thereat for purpose purposes of establishing a quorum quorum, and vote, it shall vote (or cause to be voted at such meetingvoted), in person or by proxy, all its Covered Shares it owns: (ai) in favor of the approval adoption of the Parent Stock Issuance and approval of any other matters necessary for consummation of the Transactions (collectivelyMerger Agreement, the “Transaction Matters”); and (b) against (i) any agreement, transaction or proposal that relates to a Parent Competing Proposal or any Merger and the other transaction, proposal, agreement or action made in opposition to approval of the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters transactions contemplated by the Merger Agreement; Agreement (and any actions required in furtherance thereof), (ii) against any action action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Parent or any of its Subsidiaries Gevity contained in the Merger Agreement or of such Holder the Stockholders contained in this Agreement; , and (iii) except with the written consent of TriNet, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (A) any Acquisition Proposal; or (B) any other action or agreement proposal, involving Gevity or any subsidiary of Gevity (each a “Gevity Subsidiary”) that would reasonably be expected to result in (x) any condition to the consummation of the Transactions set forth in Article VII of the Merger Agreement not being fulfilled prevent or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto); and (iv) any other action that would reasonably be expected to materially impede, interfere with, delay, discourage, postpone or adversely affect the Merger or any other transaction contemplated by the Merger Agreement. (b) For the avoidance of doubt, each Stockholder agrees that, during the Voting Period, the obligations of such Stockholder specified in Section 2(a) shall not be affected by (i) any Change of Board Recommendation or (ii) any breach by Gevity of any of its representations, warranties, agreements or covenants set forth in the Transactions, including the Parent Stock Issuance Merger Agreement. (c) Except as set forth in clauses (a) and the Mergers, or this Agreement in any material respect. Any attempt by a Holder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of), the Shares in contravention b) of this Section 3.1 shall be null and void ab initio. If any Holder is 2, the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx 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 Stockholders shall not require any Holder to be present (restricted from voting in person favor of, against or by proxy) or vote (or cause to be voted), any of the applicable Shares to amend, modify or waive any provision of the Merger Agreement in a manner that increases the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares abstaining with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in presented to the stockholders of Gevity at any manner such Holder deems appropriate, including in connection with the election of directors of ParentGevity Voting Event.

Agreement to Vote. Prior to the Termination Date, each Holder the Parent Entities irrevocably and unconditionally agrees agree that it they shall, at any meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting)Partnership Unitholders Meeting, however called, appear at such meeting or otherwise cause the Shares Parent Common Units to be counted as present at such meeting for purpose of establishing a quorum and vote, or cause to be voted at such meeting, all Shares it ownsParent Common Units: (a) in favor of the approval of Merger Agreement and the Parent Stock Issuance and approval of any other matters necessary for consummation of transactions contemplated thereby, including the Transactions (collectively, the “Transaction Matters”)Merger; and (b) against (i) any agreement, transaction or proposal that relates to a Parent Competing Proposal or any other transaction, proposal, agreement or action made in opposition to approval adoption of the Parent Stock Issuance or in competition Merger Agreement or inconsistent with the Transactions Merger or matters contemplated by the Merger 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 any Parent Entity or any of its their respective Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (iii) any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Transactions Merger or the transactions contemplated by the Merger Agreement set forth in Article VII VI of the Merger Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto)fulfilled; and (iv) any other action that would reasonably be expected to materially impede, interfere with, delay, discourage, postpone or adversely affect any of the Transactionstransactions contemplated by the Merger Agreement, including the Parent Stock Issuance and the MergersMerger, or this Agreement in any material respectAgreement. Any attempt by a Holder any Parent Entity to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of), the Shares Parent Common Units in contravention of this Section 3.1 shall be null and void ab initio. If any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx 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 applicable Shares to amend, modify or waive any provision of the Merger Agreement in a manner that increases the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder the Parent Entities shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares Parent Common Units with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder any Parent Entity deems appropriate, including in connection with the election of directors of Parent.

Agreement to Vote. Prior Subject to the Termination Dateterms of this Agreement, each Holder Shareholder hereby irrevocably and unconditionally agrees that it shallthat, during the time this Agreement is in effect, at any every annual or special meeting of the stockholders shareholders of the Parent (whether annual or special and whether or not an adjourned or postponed meetingheld with respect to the matters specified in Section 1.1(b), however called, appear at such meeting including any adjournment or otherwise postponement thereof, and in connection with any action proposed to be taken by written consent of the shareholders of the Parent, the Shareholders shall, in each case to the fullest extent that the Subject Shares are entitled to vote thereon: (a) cause the Subject Shares to be counted as present at such meeting thereat for purpose purposes of establishing determining a quorum and vote, or cause to be voted at such meeting, all Shares it owns: (a) in favor of the approval of the Parent Stock Issuance and approval of any other matters necessary for consummation of the Transactions (collectively, the “Transaction Matters”)quorum; and (b) against be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, the Subject Shares: (i) in favor of (A) adoption of the Purchase Agreement and approval of the transactions contemplated thereby and (B) each of the actions contemplated by the Purchase Agreement in respect of which approval of the Parent’s shareholders is requested; and (ii) against (A) any agreementchange in the Parent Board, transaction or proposal that relates to a Parent Competing (B) any Acquisition Proposal or any other transaction, proposal, agreement or action any proposal made in opposition to approval of the Parent Stock Issuance Purchase Agreement or in competition or inconsistent with the Transactions or matters transactions contemplated by the Merger Agreement; Purchase Agreement and (iiC) any other proposal or action or agreement that would result in (i) could reasonably be expected to constitute a breach of any covenant, representation or warranty or any other obligation or agreement of the Parent or any of its Subsidiaries contained in under the Merger Purchase Agreement or of such Holder contained in the Shareholders under this Agreement; , (iiiii) any action is intended or agreement that would could reasonably be expected to result in (x) any condition to the consummation of the Transactions set forth in Article VII of the Merger Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto); and (iv) any other action that would reasonably be expected to prevent, frustrate, impede, interfere with, delay, discourage, postpone materially delay or adversely affect any of the Transactions, including transactions contemplated by the Parent Stock Issuance and the Mergers, Purchase Agreement or this Agreement (iii) could reasonably be expected to dilute in any material respect. Any attempt respect the benefits to Buyer of the transactions contemplated by the Purchase Agreement. (c) Each Shareholder agrees that the obligations specified in this Section 1.1 shall not be affected by any Adverse Recommendation Change except to the extent the Purchase Agreement is terminated as a Holder result thereof. (d) During the time this Agreement is in effect, each Shareholder shall retain at all times the right to vote, consent or express dissent with respect to (or otherwise to utilize vote the voting power of), the Subject Shares in contravention of this Section 3.1 shall be null the Shareholder’s sole discretion, and void ab initio. If without any Holder is the Beneficial Ownerother limitation, but not the holder of record, of on any Shares, such Xxxxxx 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 applicable Shares to amend, modify or waive any provision of the Merger Agreement in a manner that increases the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares with respect to any matter matters other than as those set forth in this Section 3.1(a) and Section 3.1(b) in 1.1 that are at any manner such Holder deems appropriate, including in connection with time or from time to time presented for consideration to the election of directors of Parent’s shareholders generally.

Agreement to Vote. Prior to the Termination Date, each Holder irrevocably and unconditionally agrees that it shall, at any meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting), however called, appear at such meeting or otherwise cause the Shares to be counted as present at such meeting for purpose of establishing a quorum and vote, or cause to be voted at such meeting, all Shares it owns: (a) in favor of the approval of the Parent Stock Issuance and approval of any other matters necessary for consummation of the Transactions (collectively, the “Transaction Matters”)Proposals; and (b) against (i) any agreement, transaction or proposal that relates to a Parent Competing Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to approval adoption of the Parent Stock Issuance or in competition Business Combination Agreement or inconsistent with the Transactions Merger or matters contemplated by the Merger Business Combination Agreement; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Business Combination Agreement; (iii) any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Transactions Merger or the transactions contemplated by the Business Combination Agreement set forth in Article VII VI of the Merger Business Combination Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto)fulfilled; and (iv) any other action that would reasonably be expected to materially impede, interfere with, delay, discourage, postpone or adversely affect any of the Transactionstransactions contemplated by the Business Combination Agreement, including the Parent Stock Issuance and the MergersMerger, or this Agreement in any material respectAgreement. Any attempt by a 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 any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx 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 applicable Shares to amend, modify or waive any provision of the Merger Agreement in a manner that increases the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of Parent.

Agreement to Vote. Prior to The Stockholder hereby agrees that, during the Termination DateVoting Period, each Holder irrevocably and unconditionally agrees that it shall, at any duly called meeting of the stockholders of Parent (whether annual or special and whether any adjournment or not an adjourned or postponed meetingpostponement thereof), however calledor in any other circumstances (including action by written consent of stockholders in lieu of a meeting) upon which a vote, adoption or other approval or consent with respect to the adoption of the Merger Agreement or the approval of the Merger and any of the transactions contemplated thereby is sought, the Stockholder shall, if a meeting is held, appear at such meeting the meeting, in person or otherwise cause the Shares to be counted as present at such meeting for purpose of establishing by proxy, and shall provide a quorum and vote, written consent or vote (or cause to be voted at such meetingvoted), in person or by proxy, all Shares it owns: its Subject Shares, in each case (ai) in favor of (A) any proposal to adopt and approve or reapprove the approval Merger Agreement and the transactions contemplated thereby, including, without limitation, (1) the amendment of Parent’s certificate of incorporation to effect the Nasdaq Reverse Split; (2) the issuance pursuant to the Merger and the Private Placement of shares of Parent Capital Stock that represent (or are convertible into) more than twenty percent (20%) of the shares of Parent Common Stock Issuance outstanding immediately prior to the Merger and approval the change of control of Parent resulting from the Merger and the Private Placement, in each case pursuant to the Nasdaq rules; and (3) if necessary, the amendment of Parent’s certificate of incorporation to effect the Parent Series A Preferred Stock Automatic Conversion; and (B) waiving any other matters necessary for consummation notice that may have been or may be required relating to the Merger or any of the Transactions other transactions contemplated by the Merger Agreement, and (collectively, the “Transaction Matters”); and (bii) against (iA) any Acquisition Proposal or Acquisition Inquiry and any action in furtherance of any such Acquisition Proposal or Acquisition Inquiry or any agreement, transaction or proposal other matter that relates to a Parent Competing Proposal is intended to, or any other transactionwould reasonably be expected to, proposalimpede, agreement interfere with, delay, postpone, discourage or action made in opposition to approval materially and adversely affect the consummation of the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters Merger and all other transactions contemplated by the Merger Agreement; , and (iiB) any action action, proposal, transaction or agreement that that, to the knowledge of the Stockholder, would reasonably be expected to result in a material breach of any covenant, representation or warranty or any other obligation or agreement of Parent or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in Stockholder under this Agreement; . As used herein, the term “Expiration Time” shall mean the earliest occurrence of (iiiX) any action or agreement that would reasonably be expected to result in the Effective Time and (xY) any condition to the consummation date and time of the Transactions set forth in Article VII of the Merger Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto); and (iv) any other action that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the Transactions, including the Parent Stock Issuance and the Mergers, or this Agreement in any material respect. Any attempt by a 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 any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx 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 applicable Shares to amend, modify or waive any provision valid termination of the Merger Agreement in a manner that increases accordance with its terms, and the amount, changes term “Voting Period” shall mean such period of time between the form of date hereof and the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of ParentExpiration Time.

Agreement to Vote. Prior to the Termination Date, each Holder irrevocably and unconditionally The Stockholder hereby agrees that it shallduring the term of this Agreement (as described in Section 5.2), at the Special Meeting and at any other meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting)the Company, however called, including any adjournment, recess or postponement thereof, and in connection with any written consent of the stockholders of the Company, it shall, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (a) appear at each such meeting or otherwise cause the all of its Covered Shares to be counted as present at such meeting thereat for purpose purposes of establishing calculating a quorum and vote, or cause to be voted at such meeting, all Shares it owns: (a) in favor of the approval of the Parent Stock Issuance and approval of any other matters necessary for consummation of the Transactions (collectively, the “Transaction Matters”)quorum; and (b) against (i) any agreement, transaction or proposal that relates to a Parent Competing Proposal or any other transaction, proposal, agreement or action made in opposition to approval of the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters contemplated by the Merger Agreement; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (iii) any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Transactions set forth in Article VII of the Merger Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto); and (iv) any other action that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the Transactions, including the Parent Stock Issuance and the Mergers, or this Agreement in any material respect. Any attempt by a 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 any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx 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), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its Covered Shares (i) in favor of approving the Merger and approving and adopting the Merger Agreement, the transactions contemplated thereby (including, without limitation, the Merger) and any of actions required in furtherance thereof, (ii) against any Acquisition Proposal and (iii) against any action, proposal, transaction or agreement, including any amendment to the applicable Shares Company Certificate or the Company Bylaws (other than the amendments to amend, modify or waive any provision the Company Certificate and the Company Bylaws resulting from the Merger as provided in Section 1.5 of the Merger Agreement in a manner or any such amendments required by applicable Law), that increases would impede, interfere with, delay, adversely affect or inhibit the amount, changes the form consummation of the Merger Consideration payable or extends any of the Outside Date other transactions contemplated by the Merger Agreement, or change in any material respectmanner the voting rights of any class or series of the Company Stock. The Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. Notwithstanding anything to the contrary in this the immediately preceding two sentences, the Stockholder will not be required to vote or consent (or cause any Affiliate to vote or consent) in favor of the Merger Agreement, each Holder shall remain free the Merger or any of the other transactions contemplated by the Merger Agreement to vote (the extent that the Merger Agreement has been amended to decrease the amount of any of the Common Share Merger Consideration, the Series B Share Merger Consideration, the Series C Share Merger Consideration, the Series D Share Merge Consideration, the Series E Share Merger Consideration or execute consents the Series F Share Merger Consideration, or proxies with respect to) to change the applicable Shares with respect form or per share amounts of any of the Series B Share Merger Consideration, the Series C Share Merger Consideration, the Series D Share Merge Consideration, the Series E Share Merger Consideration, the Series F Share Merger Consideration payable to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriatethe Stockholder, including in connection with without the election of directors of ParentStockholder’s prior written consent.

Agreement to Vote. Prior to the Termination DateDate (as defined herein), each Holder Sponsor and Insider Party, in its capacity as a shareholder of Yucaipa, irrevocably and unconditionally agrees that it shall, at any the meeting of Yucaipa’s shareholders to be convened for the stockholders purpose of Parent obtaining the requisite shareholder approval of the Transaction Proposals in connection with the Transactions or any other meeting of Yucaipa’s shareholders (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), however calledsuch Sponsor and Insider Party shall: (a) if and when such meeting is held, appear at such meeting or otherwise cause all Covered Shares owned by such Sponsor and Insider Party as of the Shares record date of such meeting to be counted as present at such meeting thereat for the purpose of establishing a quorum and quorum; (b) vote, or cause to be voted, at such meeting all of such Sponsor and Insider Party’s Covered Shares owned as of the record date for such meeting in favor of each of the Transaction Proposals and any other matters necessary or reasonably requested by Yucaipa for consummation of the Transactions, including any actions necessary to effectuate the matters contemplated by the Transaction Proposals; and (c) vote or cause to be voted at such meeting, meeting all of such Sponsor and Insider Party’s Covered Shares it owns: (a) in favor of the approval of the Parent Stock Issuance and approval of against any other matters necessary for consummation of the Transactions (collectively, the “Transaction Matters”); and (b) against Yucaipa Acquisition Proposal and any other action that (i) any agreementwould reasonably be expected to materially impede, transaction interfere with, delay, postpone, nullify or proposal that relates to a Parent Competing Proposal adversely affect the Transactions, or any other transaction, proposal, agreement or action made in opposition to approval of the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters contemplated by the Merger Agreement; (ii) would result in the failure of any action condition set forth in Article X of the Business Combination Agreement to be satisfied or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent or any of its Subsidiaries contained in the Merger Agreement or of such Holder Sponsor contained in this Agreement; (iii) any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Transactions set forth in Article VII of the Merger Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto); and (iv) any other action that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the Transactions, including the Parent Stock Issuance and the Mergers, or this Agreement in any material respect. Any attempt by a 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 any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx 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 applicable Shares to amend, modify or waive any provision of the Merger Agreement in a manner that increases the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of Parent.

Agreement to Vote. Prior to the Termination DateDate (as defined below), each Holder Lightyear irrevocably and unconditionally agrees that it shallfrom and after the date hereof and until the earliest to occur of (a) the Effective Time, (b) the termination of the Merger Agreement in accordance with its terms (the “Expiration Time”) and (c) the termination of this Agreement in accordance with Section 5.2 hereof (the date of any such event, the “Termination Date”), at any meeting of the stockholders of Parent (whether annual or special special, and whether or not an at each adjourned or postponed meeting)) of shareholders, however called, Lightyear will (x) appear at each such meeting or otherwise cause the its Owned Shares (as defined below) to be counted as present at such meeting thereat for purpose purposes of establishing calculating a quorum quorum, and (y) vote, or cause to be voted at such meeting, all Shares it owns: (a) in favor of Lightyear’s shares of Series A Preferred Stock Beneficially Owned by Lightyear as of the approval relevant time and any shares of Company Common Stock that Lightyear receives upon exercise of its Warrants prior to the Parent Stock Issuance and approval of any other matters necessary for consummation of the Transactions relevant time (collectivelytogether, the “Transaction MattersOwned Shares”); and (b) against (i) to approve the Merger Agreement, together with the transactions contemplated thereby, (ii) approve the Private Business, Inc. 2005 Long-Term Equity Incentive Plan, (iii) against any agreement, transaction or proposal that relates to a Parent Competing Proposal or any other transaction, proposal, agreement or action made in opposition to approval of the Parent Stock Issuance to, or in competition or inconsistent with with, the Transactions or matters transactions expressly contemplated by the Merger Agreement; , including the adoption thereof, (iiiv) against any action or agreement that Lightyear knows would result in a breach of any covenantrepresentation, representation or warranty or any other obligation warranty, covenant or agreement of Parent or any of its Subsidiaries contained in the Company under the Merger Agreement Agreement, (v) against any liquidation or winding up of such Holder contained in this Agreement; the Company, (iiivi) against any action or agreement that Lightyear knows would, or knows would be reasonably be expected to likely to, result in (x) any condition to the consummation of the Transactions merger set forth in Article VII Six of the Merger Agreement not being fulfilled fulfilled, or knows would materially adversely affect the ability of the Company to consummate the transactions contemplated by the Merger Agreement by the dates set forth in Section 7.1 of the Merger Agreement, and (yvii) any change to the voting rights in favor of any class of shares of capital stock of Parent (including any amendments other matter contemplated by the Merger Agreement that is relating to Parent’s Organizational Documents related thereto); and (iv) any other action that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any necessary for the consummation of the Transactionstransactions contemplated by the Merger Agreement. For the sake of clarity, including the Parent Stock Issuance and the Mergers, or this Agreement in Lightyear acknowledges that any material respect. Any attempt by a 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 any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx agrees to take all actions necessary ability it may have to cause the holder triggering of record and any nominees to vote (or exercise a consent with respect to) all of such Shares termination right provided in accordance with this Section 3.1. Notwithstanding anything herein to the contrary in this Agreement, this Section 3.1 shall not require any Holder to be present (in person or by proxy) or vote (or cause to be voted), any of the applicable Shares to amend, modify or waive any provision 7.1 of the Merger Agreement in a manner that increases is not intended to limit the amount, changes the form foregoing obligations of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of ParentLightyear.

Agreement to Vote. Prior to the Termination Date, each Holder irrevocably and unconditionally agrees that it shall, at any meeting of the stockholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, appear at such meeting or otherwise cause the Shares to be counted as present at such meeting for purpose of establishing a quorum and vote, or cause to be voted at such meeting, all Shares it owns: (a) in favor of the approval of the Liberty Parent Stock Issuance and approval of any other matters necessary for consummation of the Transactions (collectively, the “Transaction Matters”)Share Issuance; and (b) against (i) any agreement, transaction or proposal that relates to a Parent Competing Proposal or any other transaction, proposal, agreement or action made in opposition to approval adoption of the Parent Stock Issuance or in competition Master Transaction Agreement or inconsistent with the Transactions Transaction or matters contemplated by the Merger 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 Parent the Company or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Master Transaction Agreement; (iii) any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Transactions Transaction set forth in Article VII V of the Merger Master Transaction Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent the Company (including any amendments to Parentthe Company’s Organizational Documents related theretoCorporate 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 Transactionstransactions contemplated by the Master Transaction Agreement, including the Parent Stock Issuance and the MergersTransaction, or this Agreement in any material respectAgreement. Any attempt by a 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 any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx 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 applicable Shares to amend, modify or waive any provision of the Merger Master Transaction Agreement in a manner that increases the amount, changes the form of, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration payable or Share Consideration, extends the Outside Termination Date (as defined in the Master Transaction Agreement) or otherwise adversely affects such Holder of the Company (in its capacity as such) in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of Parentthe Company.

Agreement to Vote. Prior to the Termination Date, each Holder (a) Each Stockholder irrevocably and unconditionally agrees that it shallthat, unless this Agreement shall have terminated pursuant to Section 4.1 (the date of such termination, the “Termination Date”), at any every meeting of the stockholders holders of Parent Company Common Shares (whether annual or special and whether or not an adjourned or postponed meetingthe “Company Stockholders”), however called, appear and at every adjournment or postponement thereof (or at every opportunity to act by written consent or similar means of action of the Company Stockholders), such meeting Stockholder shall, or otherwise shall cause the Shares to holder of record on any applicable record date to, be counted as present at such meeting for purpose of establishing a quorum (in person or by proxy) and vote, vote (or cause consent to be voted at by proxy) such meeting, all Stockholder’s Subject Shares it owns: (a) in favor of the approval (i) adoption of the Parent Stock Issuance and 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 adoption of the Merger Agreement on the date on which such meeting is held, or (iii) any other matters matter considered at any such meeting of the Company Stockholders which the Company Board has (A) determined, after consultation with Parent, is necessary for the consummation of the Transactions Merger and the other Transactions, (collectively, B) disclosed in the “Transaction Matters”)Proxy Statement or other written materials distributed to all Company Stockholders and (C) recommended that the Company Stockholders adopt; and and (b) against (i) any agreementamendment to the Company Charter or the Company Bylaws or any other proposal which would prevent or materially delay, postpone, interfere with or otherwise adversely affect the consummation of Transactions, including the Merger, (ii) any Company Acquisition Proposal or any agreement or transaction relating thereto or taken in connection therewith, (iii) any action, proposal, transaction or proposal agreement that relates would reasonably be expected to result in a Parent Competing Proposal breach of any covenant, representation or warranty or any other transactionobligation or agreement of such Stockholder under this Agreement, proposal, agreement or action made in opposition to approval of the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters contemplated by the Merger Agreement; (iiiv) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent the Company or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (iii) any action or agreement that would reasonably be expected to result in (x) any condition to collectively, the consummation of the Transactions set forth in Article VII of the Merger Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto“Covered Proposals”); and (iv) any other action that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the Transactions, including the Parent Stock Issuance and the Mergers, or this Agreement in any material respect. Any attempt by a Holder any Stockholder to vote, consent or consent, express dissent with respect to or abstain (or otherwise to utilize the voting power of), the Subject Shares in contravention of this Section 3.1 1.1 shall be null and void ab initio. If any Holder a Stockholder is the Beneficial Ownerbeneficial owner, but not the holder of record, of any Subject Shares, such Xxxxxx Stockholder agrees to take all actions necessary to cause the holder of record and any nominees thereof to vote (or exercise a consent with respect to) all of such Subject Shares in accordance with this Section 3.1. Notwithstanding anything herein to the contrary in this Agreement, this Section 3.1 shall not require any Holder to be present 1.1. (in person or by proxyb) or vote (or cause to be voted), any of the applicable Shares to amend, modify or waive any provision of the Merger Agreement in a manner that increases the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary herein, in the event that the Company Board makes a Company Adverse Recommendation Change in accordance with and as permitted by Section 5.2(d) of the Merger Agreement (the “Trigger Event”), the number of Subject Shares of the Stockholders subject to the requirements of Section 1.1(a) and Section 1.1(c) shall be modified to equal to the sum of (rounded up to the nearest whole share) (i) the number of Subject Shares that would represent as of the time of the Trigger Event thirty three percent (33%) of the aggregate voting power of the issued and outstanding Company Common Shares; plus (ii) the number of the Company Common Shares the aggregate voting power of which, as a percentage of the aggregate voting power of all Company Common Shares not covered by the foregoing clause (i) is equal to the Proportionate Percentage. The term “Proportionate Percentage,” for purposes of this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) means the applicable Shares percentage of aggregate voting power, with respect to any matter other than as set forth all outstanding shares of Company Common Shares held by the holders of all Company Common Shares (excluding the Stockholders) voting in favor of approving the Merger Agreement and the Transactions (including the Merger). For example, if fifty percent (50%) of the total aggregate voting power with respect to all outstanding shares of Company Common Shares held by stockholders of the Company (excluding the Stockholders) consents or votes to approve the Merger Agreement and the Transactions (including the Merger), then the Stockholders must consent or vote fifty percent (50%) of the aggregate voting power represented by all Subject Shares not covered by clause (i) of this Section 3.1(a1.1(b) to approve the Merger Agreement and Section 3.1(bthe Transactions (including the Merger). (c) in any manner such Holder deems appropriateEACH STOCKHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY (UNTIL THE TERMINATION DATE) GRANTS TO AND APPOINTS PARENT SUCH STOCKHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION), including in connection with the election of directors of ParentFOR AND IN THE NAME, PLACE AND STEAD OF SUCH STOCKHOLDER (IN SUCH STOCKHOLDER’S CAPACITY AS A BENEFICIAL OR RECORD HOLDER OF THE SUBJECT SHARES), TO REPRESENT, VOTE AND OTHERWISE ACT (BY VOTING AT ANY MEETING OF COMPANY STOCKHOLDERS, BY WRITTEN CONSENT IN LIEU THEREOF OR OTHERWISE) WITH RESPECT TO THE SUBJECT SHARES OWNED OR HELD (BENEFICIALLY OR OF RECORD) BY SUCH STOCKHOLDER REGARDING THE MATTERS REFERRED TO IN SECTION 1.1(A) UNTIL THE TERMINATION DATE, TO THE SAME EXTENT AND WITH THE SAME EFFECT AS SUCH STOCKHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, RULES AND REGULATIONS. THE PROXY GRANTED PURSUANT TO THIS SECTION 1.1(C) IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE TERMINATION DATE. UNTIL THE TERMINATION DATE, EACH STOCKHOLDER WILL TAKE SUCH FURTHER ACTION AND WILL EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. EACH STOCKHOLDER HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY GRANTED WITH RESPECT TO ANY OF SUCH STOCKHOLDER'S 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 DATE NO SUBSEQUENT PROXY (WHETHER REVOCABLE OR IRREVOCABLE) OR POWER OF ATTORNEY SHALL BE GIVEN BY SUCH STOCKHOLDER, 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) Prior to any termination of this Agreement, subject to Section 7 hereof (in the Termination Datecase of Xxxxxxxxxx), each Holder irrevocably and unconditionally of the Stockholders hereby agrees that it shall, and shall cause any other holder of record of any Covered Shares to, at any meeting of the stockholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, (i) when a meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present at such meeting thereat for the purpose of establishing a quorum and votequorum, (ii) vote (or cause caused to be voted at such meeting, voted) in person or by proxy all Covered Shares it owns: (a) in favor of the approval of the Parent Stock Issuance Merger and approval of any other matters necessary for consummation of the Transactions (collectively, the “Transaction Matters”); and (b) against (i) any agreement, transaction or proposal that relates to a Parent Competing Proposal or any other transaction, proposal, agreement or action made in opposition to approval of the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters contemplated by the Merger Agreement; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; and (iii) any action vote (or agreement that would reasonably cause to be expected to result in voted) all Covered Shares against (xA) any condition to proposal for any recapitalization, reorganization, liquidation, merger, sale of assets or other business combination between the consummation of Company and any other person (other than the Transactions set forth in Article VII of the Merger Agreement not being fulfilled or (yMerger) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto); and (ivB) any other action that would could reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect the Merger or any of the Transactions, including the Parent Stock Issuance and the Mergers, or any transactions contemplated by this Agreement or result in a breach in any material respectrespect of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement. (b) EACH OF THE STOCKHOLDERS HEREBY GRANTS TO, AND APPOINTS, PARENT, EACH SENIOR MANAGING DIRECTOR OF PARENT AND THE SECRETARY OF PARENT, IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLY, SUCH STOCKHOLDER'S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN CLAUSE (a) OF THIS SECTION 1. Any attempt by a Holder to vote, consent or express dissent with respect to EACH OF THE STOCKHOLDERS INTENDS THIS PROXY TO BE IRREVOCABLE (or otherwise to utilize the voting power of), the Shares UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY EACH STOCKHOLDER WITH RESPECT TO THE COVERED SHARES. (c) Except as set forth in contravention clause (a) of this Section 3.1 shall be null and void ab initio. If any Holder is 1, the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx 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 Stockholders shall not require any Holder to be present (restricted from voting in person favor of, against or by proxy) or vote (or cause to be voted), any of the applicable Shares to amend, modify or waive any provision of the Merger Agreement in a manner that increases the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares abstaining with respect to any matter other than as set forth presented to the stockholders of the Company. In addition, nothing in Section 3.1(a) and Section 3.1(b) in this Agreement shall give Parent the right to vote any manner such Holder deems appropriate, including Covered Shares in connection with the election of directors of Parentdirectors.

Agreement to Vote. Prior Subject to the Termination Dateterms of this Agreement, each Holder Stockholder hereby irrevocably and unconditionally agrees that it shall(severally and not jointly) that, until the Termination Date with respect to such Stockholder, at any annual or special meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting)the Seller, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Seller, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause the all such Subject Shares to be counted as present at such meeting thereat for purpose purposes of establishing determining a quorum quorum; and vote, (b) be present (in person or by proxy) and vote (or cause to be voted at such meetingvoted), or deliver (or cause to be delivered) a written consent with respect to, all of its Subject Shares it owns: (a) in favor of the approval of the Parent Stock Issuance and approval of any other matters necessary for consummation of the Transactions (collectively, the “Transaction Matters”); and (b) against (i) any agreement, transaction or proposal that relates to a Parent Competing Proposal or any other transaction, proposal, agreement or action made in opposition to approval of the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters contemplated by the Merger Agreement; (ii) against any action or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent or any of its Subsidiaries the Seller contained in the Merger Agreement Agreement, or of such Holder any Stockholder contained in this Agreement; Agreement or (iiiB) any action or agreement that would reasonably be expected to result in (x) the failure of any condition to the consummation of the Transactions conditions set forth in Article VII VIII or Annex I of the Merger Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto)be satisfied; and (ivii) against any Acquisition Proposal and against any other action action, agreement or transaction involving the Seller that is intended, or would reasonably be expected expected, to impede, interfere with, delay, discouragepostpone, postpone or adversely affect any or prevent the consummation of the TransactionsOffer or the Merger or the other transactions contemplated by the Merger Agreement, including (w) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Parent Stock Issuance Seller (other than the Offer and the MergersMerger); (x) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Intellectual Property) of the Seller or any reorganization, recapitalization or liquidation of the Seller, in each case to the extent not expressly permitted by the Merger Agreement; (y) any change in the present capitalization of the Seller or any amendment or other change to the Seller’s Articles of Organization or Bylaws in each case not permitted by the Merger Agreement; or (z) other matter relating to, or this Agreement in any material respect. Any attempt by a 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 any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx 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)connection with, any of the applicable Shares to amend, modify or waive any provision of the Merger Agreement in a manner that increases the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary foregoing matters described in this AgreementSection 1.2. For the avoidance of doubt, each Holder Stockholder agrees that for so long as this Agreement is in effect, the obligations of such Stockholder contained in this Article I shall remain free not be affected by any Adverse Recommendation Change or any acceptance by the Seller of any Acquisition Proposal. Each Stockholder shall retain at all times the right to vote (or execute consents or proxies with respect to) the applicable Subject Shares with respect to in such Stockholder’s sole discretion, and without any matter other limitation, on any matters other than as those set forth in this Section 3.1(a) and Section 3.1(b) in 1.2 that are at any manner time or from time to time presented for consideration to the Seller’s stockholders generally, provided that such Holder deems appropriatevote would not reasonably be expected to adversely affect, including in connection with or prevent or delay the election of directors of Parentconsummation of, the Offer or the Merger.

Agreement to Vote. Prior Each of the Stockholders agrees that, with respect to the Termination Date, each Holder irrevocably and unconditionally agrees Covered Share that it is entitled to vote, it shall, and shall cause any other holder of record of any such Covered Shares to, at any meeting of the stockholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting)) or in any other circumstances upon which a vote, however calledconsent or other approval of the Stockholders is sought (i) when a meeting concerning the Transactions (as defined below) is held, appear at such meeting or otherwise cause the all such Covered Shares to be counted as present at such meeting thereat for the purpose of establishing a quorum and vote, quorum; (ii) vote (or cause to be voted at voted, including by proxy or by delivering a written consent) all such meeting, all Covered Shares it owns: (a) in favor of (x) the approval Merger and the adoption of the Parent Stock Issuance Merger Agreement and approval of any other matters necessary for consummation each of the Transactions other transactions contemplated by the Merger Agreement, including, without limitation, the adoption of the Amended and Restated Charter (collectively, the “Transaction MattersTransactions”); and , and (by) against (i) the approval of any agreement, transaction proposal to adjourn or proposal that relates postpone such meeting to a Parent Competing Proposal or any other transactionlater date, proposal, agreement or action made in opposition to approval of if there are not sufficient votes for the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters contemplated by the Merger Agreement; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (iii) any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Transactions set forth in Article VII adoption of the Merger Agreement not being fulfilled or (y) any change to and/or the voting rights adoption of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto)the Amended and Restated Charter on the date on which such meeting is held; and (iviii) vote (or cause to be voted) all such Covered Shares against any other proposal, action or agreement that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect the Merger or any of the Transactions, including the Parent Stock Issuance and the Mergers, or this Agreement Transactions in any material respect. Any attempt by a Holder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of)Except as set forth in this Section 1, the Shares in contravention of this Section 3.1 shall be null and void ab initio. If any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx 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 Stockholders shall not require any Holder to be present (restricted from voting in person favor of, against or by proxy) or vote (or cause to be voted), any of the applicable Shares to amend, modify or waive any provision of the Merger Agreement in a manner that increases the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares abstaining with respect to any matter other than as set forth presented to the stockholders of the Company. In addition, nothing in Section 3.1(a) and Section 3.1(b) in this Agreement shall limit the right of any manner Stockholder to vote any such Holder deems appropriate, including Covered Shares in connection with the election of directors of Parentdirectors.

Agreement to Vote. Prior to the Termination Date(as defined below), each Holder the Stockholder irrevocably and unconditionally agrees that it shall, he shall at any meeting of the stockholders of Parent the KCAP (whether annual annual, special or special otherwise and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of the stockholders of KCAP, however proposed: (a) when a meeting is held, appear at such meeting or otherwise cause all of the Covered Shares to be counted as present at such meeting thereat for the purpose of establishing a quorum quorum, and votewhen a written consent is proposed, respond to each request by KCAP for written consent, and (b) vote or consent, or cause to be voted at such meetingmeeting or cause such consent to be granted with respect to, all of the Covered Shares it owns: (ai) in favor of the approval of the Parent Stock Issuance Investment Advisory Agreement and approval of any other matters necessary for consummation of the Transactions other transactions contemplated by the Stock Purchase and Transaction Agreement and any other action reasonably requested by BCP in furtherance thereof and (collectively, the “Transaction Matters”); and (bii) against (iA) any proposal for any advisory agreement, transaction recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or proposal that relates to a Parent Competing Proposal other business combination between or involving KCAP and any other transaction, proposal, agreement or action made in opposition to approval of the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters contemplated by the Merger Agreement; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (iii) any action or agreement Person that would reasonably be expected to result in (x) impede, interfere with, delay, postpone or adversely affect the Transaction or any condition to the consummation of the Transactions set forth in Article VII of other transactions contemplated by the Merger Stock Purchase and Transaction Agreement not being fulfilled or this Agreement, (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto); and (ivB) any other action that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect the approval of the Investment Advisory Agreement or any of the Transactionsother transactions contemplated by the Stock Purchase and Transaction Agreement or this Agreement, including (C) any action or transaction that would result in a breach of any covenant, representation or warranty or other obligation or agreement of KCAP or any of its Subsidiaries contained in the Parent Stock Issuance Purchase and the MergersTransaction Agreement, or this Agreement in any material respect. Any attempt by a Holder to vote, consent or express dissent with respect to (or otherwise to utilize of the voting power of), the Shares in contravention of this Section 3.1 shall be null and void ab initio. If any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx 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 Stockholder contained in this Agreement, this Section 3.1 shall not require (D) any Holder amendment or other change to be present KCAP’s certificate of incorporation or bylaws, and (E) any other material change in person KCAP’s corporate structure or by proxy) or vote (or cause to be voted), any of the applicable Shares to amend, modify or waive any provision of the Merger Agreement in a manner that increases the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of Parentbusiness.

Agreement to Vote. Prior to the Termination Date, each Holder irrevocably and unconditionally agrees that it shall, at any meeting of the stockholders of Parent Ferrari (whether annual or special and whether or not an adjourned or postponed meeting), however called, appear at such meeting or otherwise cause the Shares all of its Ferrari Equity Interests entitled to vote at such meeting that constitute Covered Securities to be counted as present at such meeting for the purpose of establishing a quorum and vote, or cause to be voted at such meeting, all Shares it ownsof its Ferrari Equity Interests entitled to vote at such meeting that constitute Covered Securities: (a) in favor of approving the approval of Ferrari Stock Issuance, the Parent Ferrari Reverse Stock Issuance Split, the Ferrari Certificate Amendment, and approval of the Long Term Incentive Plan and any other matters necessary for the consummation of the Transactions (collectively, the “Transaction Matters”); and (b) against (i) any agreement, transaction or proposal that relates to a Parent Competing Proposal Proposal, without regard to the terms of such Competing Proposal, or any other transaction, proposal, agreement or action made in opposition to approval adoption of the Parent Stock Issuance Merger Agreement or in competition or inconsistent with the Transactions or matters contemplated by the Merger AgreementTransactions; (ii) any action action, agreement or agreement transaction that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent Ferrari or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (iii) any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Transactions set forth in Article VII Section 7.1 or Section 7.2 of the Merger Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent Ferrari (including by any amendments to Parent’s Organizational the Ferrari Governing Documents related theretoother than, for the avoidance of doubt, such amendments contemplated by the Merger Agreement); and (iv) any other action action, agreement or transaction that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the Transactions, including the Parent Stock Issuance and the MergersMerger, or this Agreement in any material respectAgreement. Any attempt by a Holder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of), the Shares Covered Securities in contravention of this Section 3.1 shall be null and void ab initio. If any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx 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 applicable Shares to amend, modify or waive any provision of the Merger Agreement in a manner that increases the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of Parent.

Agreement to Vote. Prior Sponsor, with respect to the Termination DateShares, each Holder hxxxxx agrees (and agrees to execute such documents or certificates evidencing such agreement as Parent may request in connection therewith), irrevocably and unconditionally agrees that it shallunconditionally, to: (a) vote at the Special Meeting, or any other meeting of the stockholders of Parent (whether annual or special Purchaser, and whether or not an adjourned or postponed meeting)in any action by written consent of the stockholders of Purchaser, however called, appear at such meeting or otherwise cause all of the Shares to be counted as present at such meeting for purpose of establishing a quorum and vote, or cause to be voted at such meeting, all Shares it owns: (ai) in favor of the approval and adoption of the Parent Stock Issuance BCA, the Ancillary Documents and approval the Transactions, (ii) in favor of Purchaser Stockholder Approval Matters and any other matters matter reasonably necessary for to the consummation of the Transactions and considered and voted upon by the stockholders of Purchaser, and (collectively, the “Transaction Matters”); and (biii) against (iA) any agreement, transaction Acquisition Proposal relating to an Alternative Transaction with respect to Purchaser and any and all other proposals (x) for a Business Combination involving Purchaser with other Person(s) (y) that could reasonably be expected to in any material respect delay or proposal that relates impair the ability of Purchaser to a Parent Competing Proposal or consummate any other transaction, proposal, agreement or action made in opposition to approval of the Parent Stock Issuance Transactions, or (z) which are in competition with or materially inconsistent with the Transactions BCA or matters contemplated by the Merger Agreement; Ancillary Documents or (iiB) any action or agreement proposal involving Purchaser or Sponsor that is intended, or would result reasonably be expected to prevent, impede, interfere with, delay, postpone or adversely affect in a breach of any covenant, representation material respect the Transactions or warranty or any other obligation or agreement of Parent or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (iii) any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Transactions set forth in Article VII of the Merger Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto); and (iv) any other action that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the conditions to the Closing under the BCA not being fulfilled; (b) execute and deliver all related documentation and take such other action in support of the BCA, the Ancillary Documents and the Transactions, including as shall reasonably be requested by Parent, in order to carry out the Parent Stock Issuance terms and the Mergers, or this Agreement in any material respect. Any attempt by a Holder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of), the Shares in contravention provision of this Section 3.1 shall be null 1, including, without limitation, the execution and void ab initio. If any Holder is the Beneficial Owner, but not the holder of record, delivery of any Sharesapplicable Ancillary Documents, such Xxxxxx agrees to take all actions necessary to cause the holder customary instruments of record conveyance and transfer, and any nominees consent, waiver, governmental filing, and any similar or related documents; and (c) except as contemplated by the BCA or the Ancillary Documents, make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” or consents (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote (or exercise other than a consent with respect to) all proxy granted to a representative of such Shares Sponsor to attend the vote of a meeting which is voted in accordance with this Section 3.1. Notwithstanding anything herein to the contrary in this Agreement, this Section 3.1 shall not require any Holder to be present (in person or by proxy) or vote (or cause to be voted), any of the applicable Shares to amend, modify or waive any provision of the Merger Agreement in a manner that increases the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of Parent.

Agreement to Vote. Prior to During the Termination Dateperiod commencing on the date hereof and continuing until the termination of this Agreement in accordance with its terms, each Holder Stockholder hereby agrees irrevocably and unconditionally agrees that it shall, at the Company Meeting and at any other meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting)the Company, however called, including any adjournment, recess or postponement thereof, in connection with any written consent of the stockholders of the Company and in any other circumstance upon which a vote, consent or other approval of all or some of the stockholders of the Company 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: (a) appear at each such meeting or otherwise cause the all of its Covered Shares to be counted as present at such meeting thereat for purpose purposes of establishing calculating a quorum and voterespond to each request by the Company for written consent, if any; and (b) vote (or cause to be voted at such meetingvoted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its Covered Shares it owns: (ai) in favor of the approval and adoption of the Parent Stock Issuance and approval of any other matters necessary for consummation of the Transactions (collectivelyMerger, the “Transaction Matters”); and (b) against (i) any agreement, transaction or proposal that relates to a Parent Competing Proposal or any Merger Agreement and the other transaction, proposal, agreement or action made in opposition to approval of the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters transactions contemplated by the Merger Agreement; , (ii) in favor of any action related proposal necessary to consummate the Merger and the transactions contemplated by the Merger Agreement, (iii) against any action, proposal, transaction or agreement that would could reasonably be expected to (A) result in a breach of any covenantrepresentation, representation warranty, covenant or warranty or any other obligation or agreement of Parent or any of its Subsidiaries the Company contained in the Merger Agreement or of such Holder Stockholder contained in this Agreement; , or (iiiB) any action impede, interfere with, delay, discourage, adversely affect or agreement that would reasonably be expected to result in (x) any condition to inhibit the timely consummation of the Transactions set forth Merger or change in Article VII of the Merger Agreement not being fulfilled or (y) any change to manner the voting rights of any class of shares of capital stock of Parent the Company (including any amendments to Parent’s Organizational Documents related theretothe Certificate of Incorporation or the Bylaws); , and (iv) against any other action that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the Transactions, including the Parent Stock Issuance and the Mergers, or this Agreement in any material respect. Any attempt by a 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 any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx 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 applicable Shares to amend, modify or waive any provision of the Merger Agreement in a manner that increases the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of ParentAcquisition Proposal.

Agreement to Vote. Prior Each Stockholder, acting severally and not ---------------------- jointly, agrees that, from and after the date hereof and until the date on which this Agreement is terminated pursuant to the Termination Date, each Holder irrevocably and unconditionally agrees that it shallSection 4.1, at the Company Stockholders Meeting or any other meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting)the Company, however called, or in connection with any written consent of the stockholders of the Company, such Stockholder shall: (a) appear at each such meeting or otherwise cause the Shares owned beneficially and of record by such Stockholder to be counted as present at such meeting thereat for purpose purposes of establishing calculating a quorum and vote, or cause to be voted at such meeting, all Shares it owns: (a) in favor of the approval of the Parent Stock Issuance and approval of any other matters necessary for consummation of the Transactions (collectively, the “Transaction Matters”)quorum; and (b) against vote (or cause to be voted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering, all the Shares, and any other voting securities of the Company (whenever acquired), that are owned beneficially and of record by such Stockholder or as to which such Stockholder has, directly or indirectly, the right to vote or direct the voting, (i) any agreement, transaction or proposal that relates to a Parent Competing Proposal or in favor of adoption of the Merger Agreement and any other transaction, proposal, agreement or action made requested by Bank in opposition to approval of the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters contemplated by the Merger Agreementfurtherance thereof; (ii) against any action or agreement submitted for approval of the stockholders of the Company that such Stockholder would reasonably expect would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent or any of its Subsidiaries the Company contained in the Merger Agreement or of such Holder the Stockholders contained in this Agreement; and (iii) against any action Acquisition Proposal or any other action, agreement or transaction submitted for approval to the stockholders of the Company that such Stockholder would reasonably be expected to result in (x) any condition to the consummation of the Transactions set forth in Article VII of the Merger Agreement not being fulfilled expect is intended, or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto); and (iv) any other action that would could reasonably be expected expected, to materially impede, interfere or be inconsistent with, delay, discouragepostpone, postpone discourage or materially and adversely affect any of the Transactions, including the Parent Stock Issuance and the Mergers, Merger or this Agreement in any material respect. Any attempt by a 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 any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx 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 including: (A) any Holder to be present extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its Subsidiaries (in person other than the Merger); (B) a sale, lease or by proxy) transfer of a material amount of assets of the Company or vote (or cause to be voted), any of the applicable Shares to amendits Subsidiaries or a reorganization, modify recapitalization or waive any provision liquidation of the Merger Agreement Company or any of its Subsidiaries; (C) a material change in a manner that increases the amount, changes the form policies or management of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything Company; (D) an election of new members to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election board of directors of Parentthe Company, except where the vote is cast in favor of the nominees of a majority of the existing directors; (E) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Certificate of Incorporation or Bylaws of the Company; or (F) any other material change in the Company's corporate structure or business; PROVIDED, HOWEVER, that nothing in this Agreement shall prevent any representative of any Stockholder from discharging his or her fiduciary duties as a member of the board of directors of the Company.

Agreement to Vote. Prior to (a) At all times during the Termination period commencing with the execution and delivery of this Agreement and ending on the Expiration Date, each Holder irrevocably and unconditionally agrees that it shall, at any every meeting of the stockholders of Parent the Company called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Company, the Stockholder (whether annual in the Stockholder’s capacity as such) shall, or special and whether or not an adjourned or postponed meeting), however calledshall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present at such meeting thereat for purpose purposes of establishing a quorum quorum, and vote, or cause to be voted at such meeting, all Shares it ownsvote the Shares: (ai) in favor of the adoption and approval of the Parent Stock Issuance Merger Agreement (as it may be amended from time to time), and approval in favor of any other matters necessary for consummation each of the Transactions (collectively, the “Transaction Matters”); and (b) against (i) any agreement, transaction or proposal that relates to a Parent Competing Proposal or any other transaction, proposal, agreement or action made in opposition to approval of the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters transactions contemplated by the Merger Agreement; ; (ii) any action against the adoption or agreement that would result in a breach approval of any covenantproposal made in opposition to, representation or warranty in competition with, the Merger Agreement or the consummation of the Offer; and (iii) against any of the following actions (other obligation or agreement of Parent than those actions that relate to the Offer) with respect to the Company or any of its Subsidiaries contained subsidiaries: any merger, consolidation, business combination, sale, lease or transfer of any significant portion of assets not in the Merger Agreement ordinary course of business, or of such Holder contained in this Agreement; (iii) any action a reorganization, dissolution, liquidation or agreement that would reasonably be expected to result in (x) any condition to the consummation winding up of the Transactions set forth Company, any recapitalization, any material change in Article VII of the Merger Agreement not being fulfilled capitalization or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto); and (iv) corporate structure, or any other action that would is intended, or could reasonably be expected to to, impede, interfere with, delay, discouragepostpone, postpone discourage or adversely affect any the Offer or the Merger. (b) Concurrently with the execution and delivery of this Agreement, the TransactionsStockholder shall deliver to Parent a proxy in the form attached hereto as Annex A (the “Proxy”), including which shall be irrevocable to the Parent Stock Issuance fullest extent permissible by law and the Mergerscoupled with an interest, or this Agreement in any material respect. Any attempt by a Holder to vote, consent or express dissent with respect to the Shares. The Stockholder shall not exercise any rights (or otherwise including, without limitation, under Section 262 of the Delaware General Corporation Law) to utilize the voting power of), the Shares in contravention of this Section 3.1 shall be null and void ab initio. If any Holder is the Beneficial Owner, but not the holder of record, demand appraisal of any Shares, such Xxxxxx 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 applicable Shares to amend, modify or waive any provision of the Merger Agreement in a manner that increases the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares may arise with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of ParentMerger.

Agreement to Vote. Prior to the Termination Date, each Holder Each Member hereby irrevocably and unconditionally agrees that it shallthat, during the Voting Period, at the Members’ Meeting, and at any other meeting of the stockholders members of Parent (whether annual or special and whether or not an adjourned or postponed meeting)Parent, however called, including any adjournment or postponement thereof, such Member shall, in each case to the fullest extent that the Covered Units are entitled to be voted thereon, or in any other circumstance in which the vote, consent or other approval of the members of Parent is sought, (a) appear at each such meeting or otherwise cause the Shares Covered Units beneficially owned by such Member as of the applicable record date to be counted as present at such meeting thereat for purpose purposes of establishing calculating a quorum quorum; and vote, (b) vote (or cause to be voted at such meetingvoted), in person or by proxy, all Shares it ownsof such Member’s Covered Units as of the applicable record date: (ai) in favor of the approval transactions contemplated by the Asset Purchase Agreement, and any other actions related thereto submitted to a member vote pursuant to the Asset Purchase Agreement or in furtherance of the Parent Stock Issuance and approval of any other matters necessary for consummation of the Transactions (collectively, the “Transaction Matters”); andtransactions contemplated thereby; (bii) against (i) any agreementresolution, transaction action, agreement or proposal that relates would or would be reasonably expected to a Parent Competing Proposal or any other transaction, proposal, agreement or action made in opposition to approval of the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters contemplated by the Merger Agreement; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent or any of its Subsidiaries Seller contained in the Merger Agreement Asset Purchase Agreement, or of such Holder any Member contained in this Agreement; ; (iii) against any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Transactions set forth in Article VII of the Merger Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto)Takeover Proposal other than with Buyer; and 4811-9223-8492\1 (iv) against any other action resolution, action, agreement, proposal or transaction involving Parent, Seller or the Business that would or would reasonably be expected to impede, interfere with, prevent, delay, postpone, discourage, postpone frustrate the purpose of or adversely affect the transactions contemplated by the Asset Purchase Agreement, the Transaction Documents or this Agreement or the performance by Parent or Seller of their obligations under the Asset Purchase Agreement or by any Member of its or his obligations under this Agreement; provided, however, that notwithstanding the foregoing, in the event that there is any amendment to the Asset Purchase Agreement which (x) reduces or changes the form of the consideration payable thereunder, (y) changes the payment terms of the consideration payable thereunder in any respect adverse to the holders of the Covered Units or (z) effects any change that is materially adverse to the holders of the Covered Units, the Member shall have no obligation to vote any of the Transactions, including the Parent Stock Issuance and the Mergers, or this Agreement in any material respect. Any attempt by a 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 any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx 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 Covered Units in accordance with this Section 3.1. Notwithstanding anything herein to the contrary 2.1 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 favor of the applicable Shares to amend, modify transactions contemplated by the Asset Purchase Agreement or waive any provision of the Merger Agreement in a manner that increases the amount, changes the form of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares with respect to the Asset Purchase Agreement as so amended or take any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of Parentaction under this Article 2.

Agreement to Vote. (a) Prior to the Termination Date, and except as set forth in Section 3, each Holder Stockholder irrevocably and unconditionally agrees that it shall, shall at any meeting of the stockholders of Parent the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of stockholders of the Company (x) when a meeting is held, appear at such meeting or otherwise cause the such Stockholder's Covered Shares to be counted as present at such meeting thereat for the purpose of establishing a quorum quorum, and voterespond to each request by the Company for written consent, if any, and (y) vote (or consent), or cause to be voted at such meetingmeeting (or validly execute and return and cause such consent to be granted with respect to), all of such Stockholder's Covered Shares it owns: (ai) in favor of the Merger, the execution and delivery by the Company of the Merger Agreement, adoption and approval of the Parent Stock Issuance Merger Agreement and approval of the terms thereof and any other matters necessary for consummation of the Transactions (collectively, Merger and the “Transaction Matters”); and (b) against (i) any agreement, transaction or proposal that relates to a Parent Competing Proposal or any other transaction, proposal, agreement or action made in opposition to approval of the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters transactions contemplated by the Merger Agreement; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent or any of its Subsidiaries contained in the Merger Agreement (whether or of such Holder contained in this Agreement; not recommended by the Company Board), and (iiiii) against (A) any action or agreement that would reasonably be expected to result in Acquisition Proposal, (xB) any condition to proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between the consummation of Company and any other Person (other than the Transactions set forth in Article VII of the Merger Agreement not being fulfilled or Mergers), (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto); and (ivC) any other action that would could reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect the Merger or any of the Transactions, including transactions contemplated by the Parent Stock Issuance and the Mergers, Merger Agreement or this Agreement or any transaction that results in a breach in any material respect. Any attempt 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 (D) any change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company's certificate of incorporation or bylaws, except if approved by Parent. (b) Prior to the Termination Date and at any time after the Acceptance Date, each Stockholder irrevocably and unconditionally agrees that it shall at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of stockholders of the Company (x) when a Holder to votemeeting is held, consent or express dissent with respect to (appear at such meeting 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 any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx agrees to take all actions necessary to cause the holder Covered Shares to be counted as present thereat for the purpose of record establishing a quorum, and any nominees respond to each request by the Company for written consent, if any, and (y) vote (or exercise a consent with respect to) all of such Shares in accordance with this Section 3.1. Notwithstanding anything herein to the contrary in this Agreementconsent), this Section 3.1 shall not require any Holder to be present (in person or by proxy) or vote (or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all Covered Shares (i) in favor of all necessary and desirable actions to cause the election (and maintenance) of the Parent designees to the Company's Board of Directors (the "Parent Directors") pursuant to Section 1.4 of the Merger Agreement, and (ii) against, unless requested by Parent, the removal of any of the applicable Shares to amend, modify Parent Directors. (c) Upon the Acceptance Date of the Offer (whether or waive any provision of not the Merger Agreement has been terminated), each Stockholder that is a WCAS Stockholder (as defined in a manner that increases the amountStockholders' Agreement) irrevocably and unconditionally agrees, changes promptly upon the form payment by Merger Sub for Shares pursuant to the Offer representing at least the number of Shares as shall satisfy the Minimum Condition, (i) to cause each WCAS Designee (as defined in the Stockholders' Agreement) to resign promptly, (ii) to cause the WCAS Designees (prior to their resignation) to fill the resulting vacancy with the Parent Directors. Upon the Acceptance Date of the Offer (whether or not the Merger Consideration payable or extends Agreement has been terminated), each Stockholder that is a Xxxxxxx Stockholder (as defined in the Outside Date in any material respect. Notwithstanding anything Stockholders' Agreement) irrevocably and unconditionally agrees, promptly upon the payment by Merger Sub for Shares pursuant to the contrary Offer representing at least the number of Shares as shall satisfy the Minimum Condition, (i) to cause each Xxxxxxx Designee (as defined in this the Stockholders' Agreement) to resign promptly, each Holder shall remain free (ii) to vote cause the Xxxxxxx Designees (or execute consents or proxies with respect toprior to their resignation) to fill the applicable Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection resulting vacancy with the election of directors of ParentParent Directors.

Agreement to Vote. Prior to the Termination Date, each Holder irrevocably and unconditionally Stockholder hereby agrees that it shallduring the term of this Agreement, at the Company Stockholder Meeting or any other meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting)the Company, however called, including any adjournment or postponement thereof, or in connection with any written consent of the stockholders of the Company, the Stockholder shall, in each case to the fullest extent that the Stockholder's Covered Shares are entitled to vote thereon or consent thereto: (a) appear at each such meeting or otherwise cause the 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 at such meeting thereat for purpose purposes of establishing calculating a quorum and vote, or cause to be voted at such meeting, all Shares it owns: (a) in favor of the approval of the Parent Stock Issuance and approval of any other matters necessary for consummation of the Transactions (collectively, the “Transaction Matters”)quorum; and (b) against vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of the Stockholder's Covered Shares (i) against any agreement, transaction or proposal that relates to a Parent Competing Proposal or any other transactionaction, proposal, agreement or action made in opposition to approval of the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters contemplated by the Merger Agreement; (ii) any action transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Parent or any of its Subsidiaries the Company contained in the Merger Agreement Agreement, or of such Holder the Stockholder contained in this Agreement; and (iiiii) against any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Transactions set forth in Article VII of the Merger Agreement not being fulfilled Company Acquisition Proposal or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to except as otherwise approved in writing by Parent’s Organizational Documents related thereto); and (iv) any other action action, agreement or transaction that would is intended, or could reasonably be expected expected, to materially impede, interfere with, delay, discouragepostpone, postpone discourage or adversely affect the Offer, the Merger or any of the Transactions, including other transactions contemplated by the Parent Stock Issuance and the Mergers, Merger Agreement or this Agreement in any material respect. Any attempt or the performance by a Holder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of), the Shares in contravention Stockholder of this Section 3.1 shall be null and void ab initio. If any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx 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 its obligations under this Agreement, this Section 3.1 shall not require including, without limitation: (A) any Holder to be present extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its Subsidiaries (in person other than the Offer and the Merger); (B) a sale, lease or by proxy) transfer of a material amount of assets of the Company or vote (or cause to be voted), any of the applicable Shares to amendits Subsidiaries or a reorganization, modify recapitalization or waive any provision liquidation of the Merger Agreement in a manner that increases the amount, changes the form Company or any of the Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything its Subsidiaries; (C) an election of new members to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election board of directors of the Company, other than 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; (D) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company's articles of incorporation or bylaws, except if approved by Parent; or (E) any other material change in the Company's corporate structure or business.

Agreement to Vote. Prior to the Termination Date, each Holder irrevocably and unconditionally The Stockholder hereby agrees that it shallduring the term of this Agreement (as described in Section 5.2), at the Special Meeting and at any other meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting)the Company, however called, including any adjournment, recess or postponement thereof, and in connection with any written consent of the stockholders of the Company, it shall, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: (a) appear at each such meeting or otherwise cause the all of its Covered Shares to be counted as present at such meeting thereat for purpose purposes of establishing calculating a quorum and vote, or cause to be voted at such meeting, all Shares it owns: (a) in favor of the approval of the Parent Stock Issuance and approval of any other matters necessary for consummation of the Transactions (collectively, the “Transaction Matters”)quorum; and (b) against (i) any agreement, transaction or proposal that relates to a Parent Competing Proposal or any other transaction, proposal, agreement or action made in opposition to approval of the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters contemplated by the Merger Agreement; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (iii) any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Transactions set forth in Article VII of the Merger Agreement not being fulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto); and (iv) any other action that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect any of the Transactions, including the Parent Stock Issuance and the Mergers, or this Agreement in any material respect. Any attempt by a 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 any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx 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), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its Covered Shares (i) in favor of approving the Merger and approving and adopting the Merger Agreement, the transactions contemplated thereby (including, without limitation, the Merger) and any of actions required in furtherance thereof, (ii) against any Acquisition Proposal and (iii) against any action, proposal, transaction or agreement, including any amendment to the applicable Shares Company Certificate or the Company Bylaws (other than the amendments to amend, modify or waive any provision the Company Certificate and the Company Bylaws resulting from the Merger as provided in Section 1.5 of the Merger Agreement in a manner or any such amendments required by applicable Law), that increases would impede, interfere with, delay, adversely affect or inhibit the amount, changes the form consummation of the Merger Consideration payable or extends any of the Outside Date other transactions contemplated by the Merger Agreement, or change in any material respectmanner the voting rights of any class or series of the Company Stock. The Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. Notwithstanding anything to the contrary in this the immediately preceding two sentences, the Stockholder will not be required to vote or consent (or cause any Affiliate to vote or consent) in favor of the Merger Agreement, each Holder shall remain free the Merger or any of the other transactions contemplated by the Merger Agreement to vote (the extent that the Merger Agreement has been amended to decrease the amount of any of the Common Share Merger Consideration, the Series B Share Merger Consideration, the Series C Share Merger Consideration, the Series D Share Merger Consideration, the Series E Share Merger Consideration or execute consents the Series F Share Merger Consideration, or proxies with respect to) to change the applicable Shares with respect form or per share amounts of any of the Series B Share Merger Consideration, the Series C Share Merger Consideration, the Series D Share Merger Consideration, the Series E Share Merger Consideration, the Series F Share Merger Consideration payable to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriatethe Stockholder, including in connection with without the election of directors of ParentStockholder’s prior written consent.

Agreement to Vote. Prior to From the date hereof until the earlier of the Termination DateDate (as defined below) or the receipt of the Company Shareholder Approval, each Holder Enstar irrevocably and unconditionally agrees that it shall, shall at any meeting of the stockholders shareholders of Parent the Company (whether annual annual, special or special otherwise and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of shareholders of the Company, however proposed: (a) when a meeting is held, appear at such meeting or otherwise cause the Covered Shares as of the date of such meeting to be counted as present at such meeting thereat for the purpose of establishing a quorum quorum, and votewhen a written consent is proposed, respond to each request by the Company for written consent, and (b) vote or consent, or cause to be voted at such meetingmeeting or cause such consent to be granted with respect to, all Covered Shares it owns: as of the date of such meeting or consent (ai) in favor of the approval Merger and the adoption of the Parent Stock Issuance Merger Agreement and approval the Statutory Merger Agreement (each as they may be amended from time to time), and in favor of any other matters necessary for consummation each of the Transactions (collectively, the “Transaction Matters”); and (b) against (i) any agreement, transaction or proposal that relates to a Parent Competing Proposal or any other transaction, proposal, agreement or action made in opposition to approval of the Parent Stock Issuance or in competition or inconsistent with the Transactions or matters transactions contemplated by the Merger Agreement; Agreement and the Statutory Merger Agreement of which approval of the Company's shareholders is solicited, and (ii) against (A) any action proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or agreement that would result in a breach of any covenant, representation other business combination between or warranty or involving the Company and any other obligation or agreement of Parent or any of its Subsidiaries contained in the Merger Agreement or of such Holder contained in this Agreement; (iii) any action or agreement Person that would reasonably be expected to impede, interfere with, delay or postpone or adversely affect in any material respect the Merger or any other transactions contemplated by the Merger Agreement, the Statutory Merger Agreement or this Agreement, (B) any other action that would be reasonably likely to result in (x) any condition conditions to the consummation of the Transactions set forth in Article VII of Merger under the Merger Agreement not being fulfilled or fulfilled, (yC) any amendment or other change to the voting rights Company Memorandum of any class of shares of capital stock of Parent (including any amendments to Parent’s Organizational Documents related thereto); and (iv) any other action Association or Company Bye-laws that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect in any material respect the Merger or any of the Transactionsother transactions contemplated by the Merger Agreement, including the Parent Stock Issuance and the Mergers, Statutory Merger Agreement or this Agreement Agreement, and (D) any other material change in the Company's corporate structure or business that would reasonably be expected to impede, interfere with, delay or postpone or adversely affect in any material respect. Any attempt by a Holder to vote, consent respect the Merger 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 any Holder is the Beneficial Owner, but not the holder of record, of any Shares, such Xxxxxx 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 applicable Shares to amend, modify or waive any provision of other transactions contemplated by the Merger Agreement in a manner that increases or the amount, changes the form of the Statutory Merger Consideration payable or extends the Outside Date in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the applicable Shares with respect to any matter other than as set forth in Section 3.1(a) and Section 3.1(b) in any manner such Holder deems appropriate, including in connection with the election of directors of Parent.