Common use of Company Stockholder Consent and Related Matters Clause in Contracts

Company Stockholder Consent and Related Matters. Subject to the earlier termination of this Agreement in accordance with its terms, (a) as promptly as reasonably practicable (and in any event within five (5) Business Days) following the time at which the Registration Statement becomes effective under the Securities Act and the Company solicits the remaining Company Stockholder Approvals, the Stockholder shall duly execute and deliver to the Company such Company Stockholder Approvals under which it shall irrevocably and unconditionally consent to the matters, actions and proposals contemplated by Section 8.02(f) of the Merger Agreement, including the Merger and, to the extent required by Law, any other transactions contemplated by the Merger Agreement to occur at or immediately prior to the Closing, and (b) without limiting the generality of the foregoing, prior to the Closing, the Stockholder shall, at any meeting of the Company Stockholders (and at any adjournment or postponement thereof), however called, and in any actions by written consent of the Company Stockholders, vote (or cause to be voted) the Subject Company Stock against (i) any Acquisition Proposal or (ii) any other matter, action or proposal that would reasonably be expected to result in (A) a breach of any of the Company’s covenants, agreements or obligations under the Merger Agreement or (B) any of the conditions to the Closing set forth in Sections 9.01, 9.02 or 9.03 of the Merger Agreement not being satisfied; provided that in the case of either (a) or (b), the Merger Agreement shall not have been amended or modified without the Stockholder’s consent (1) to decrease the consideration payable under the Merger Agreement, or (2) to change the form of merger consideration in a manner adverse to the Stockholder.

Company Stockholder Consent and Related Matters. (a) Subject to the earlier termination of this Agreement in accordance with its terms, (ai) as promptly as reasonably practicable (and in any event within five (5) Business Days) following the time at which (x) the Registration Statement becomes effective under the Securities Act and the Company (y) Sparks Energy solicits the remaining Company Stockholder Approvals, the Stockholder shall duly execute and deliver to the Company Sparks Energy such Company Stockholder Approvals under which it shall irrevocably and unconditionally consent to the matters, actions and proposals contemplated by Section 8.02(f) of the Merger AgreementAgreement (the “Approval”), including the Merger and, to the extent required by Law, any other transactions contemplated by the Merger Agreement to occur at or immediately prior to the ClosingClosing (collectively, the “Transactions”) and (bii) without limiting the generality of the foregoing, prior to the Closing, the Stockholder shall, at any meeting of the Company Stockholders (and at any adjournment or postponement thereof), however called, and in any actions by written consent of the Company Stockholders, vote (or cause to be voted) the Subject Company Stock against (ix) any Acquisition Proposal or (iiy) any other matter, action or proposal that would reasonably be expected to result in (A) a breach of any of the CompanySparks Energy’s covenants, agreements or obligations under the Merger Agreement or (B) any of the conditions to the Closing set forth in Sections 9.01, 9.02 or 9.03 of the Merger Agreement not being satisfied; provided that in the case of or either (ai) or (bii), the Merger Agreement shall not have been amended or modified without the Stockholder’s consent (1) to decrease the consideration payable under the Merger Agreement, or (2) to change the form of merger consideration in a manner adverse to the Stockholder.

Company Stockholder Consent and Related Matters. (a) Subject to the earlier termination of this the Agreement in accordance with its termsSection 4, (a) as promptly as reasonably practicable (and in any event within five one (51) Business DaysDay) following the time at which the Registration Statement becomes / Proxy Statement is declared effective under the Securities Act and the Company solicits the remaining Company Stockholder ApprovalsAct, the Stockholder shall duly execute and deliver to the Company such and Parent an irrevocable written consent (the “Company Stockholder Approvals under Written Consent”) in accordance with the DGCL and the Company’s Governing Documents, approving and adopting the Merger Agreement, the Transaction Documents to which it shall irrevocably the Company is or will be a party, and unconditionally consent to the transactions contemplated thereunder (including the Merger), the amendment of the Certificate of Incorporation of the Company in the form attached thereto as Schedule B hereto (the “Amendment”), and the matters, actions and proposals contemplated by Section 8.02(f5.14(b) of the Merger Agreement, including the Merger and, Agreement as and to the extent required by Law, any other transactions contemplated by the Merger Agreement to occur at or immediately prior to the Closing, and (b) without provided herein. Without limiting the generality of the foregoingforegoing in this Section 1(a), prior to the Closing, the Stockholder shall, at any meeting of the Company Stockholders (and at any adjournment or postponement thereof), however called, and in any actions by written consent of the Company Stockholders, shall vote (or cause to be voted) the Subject Shares, at any meeting of the Company Stock Stockholders, however called, and in any action by written consent of Company Stockholders, (1) in favor of the adoption of the Merger Agreement and the approval of the Merger, and (2) against and withhold consent with respect to (iA) any Company Acquisition Proposal or (iiB) any other matter, action or proposal that would reasonably be expected to result in (Ax) a breach of any of the Company’s covenants, agreements or obligations under the Merger Agreement or (By) any of the conditions to the Closing set forth in Sections 9.01, 9.02 6.1 or 9.03 6.2 of the Merger Agreement not being satisfied; provided that . (b) Without limiting any other rights or remedies of Parent, the Stockholder hereby irrevocably appoints Parent or any individual designated by Parent as the Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstituting), for and in the case name, place and stead of either (a) or (bthe Stockholder, to attend on behalf of the Stockholder any meeting of the Company Stockholders with respect to the matters described in Section 1(a), to include the Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the Company Stockholders, to vote (or cause to be voted) the Subject Shares or consent (or withhold consent) with respect to any of the matters described in Section 1(a) in connection with any meeting of the Company Stockholders or any action by written consent by the Company Stockholders (including the Company Stockholder Written Consent), in each case, in the event that the Stockholder fails to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a). (c) The proxy granted by the Stockholder pursuant to Section 1(b) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration for Parent entering into the Merger Agreement and agreeing to consummate the transactions contemplated thereby. The proxy granted by the Stockholder pursuant to Section 1(b) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by the Stockholder and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The vote or consent of the proxyholder in accordance with Section 1(b) and with respect to the matters described in Section 1(b) shall control in the event of any conflict between such vote or consent by the proxyholder of the Subject Shares and a vote or consent by the Stockholder of the Subject Shares (or any other Person with the power to vote or provide consent with respect to the Subject Shares) with respect to the matters described in Section 1(b). The proxyholder may not exercise the proxy granted pursuant to Section 1(b) on any matter except for those matters described in Section 1(b). (d) Except as expressly set forth herein, at any time prior to the Termination Date, the Stockholder shall not have been amended enter into any agreement, understanding or modified without the Stockholder’s consent arrangement (whether written or oral) with any Person to vote or give instructions in any manner inconsistent with this Section 1) to decrease the consideration payable under the Merger Agreement, other than customary prime broker arrangements. Any such vote shall be cast, or (2) consent shall be given, in accordance with such procedures relating thereto so as to change ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the form results of merger consideration in a manner adverse to the Stockholdersuch vote or consent.

Company Stockholder Consent and Related Matters. Subject to the earlier termination of this Agreement in accordance with its terms, (a1) as As promptly as reasonably practicable (and in any event within five two (52) Business Days) following the time at which the Registration Statement becomes effective under the Securities Act and the Company solicits the remaining Company Stockholder ApprovalsEffective Date, the each Stockholder shall duly execute and deliver to the Company such and Parent the Company Stockholder Approvals Written Consent under which it shall irrevocably and unconditionally consent to the matters, actions and proposals contemplated by Section 8.02(f8.3(a) (Company Stockholder Approval) of the Merger Agreement, including the Merger and, to the extent required by Law, any other transactions contemplated by the Merger Agreement to occur at or immediately prior to the Closing, and (b) without . Without limiting the generality of the foregoingfirst sentence of this Section 1(a), prior to the Closing, the each Stockholder shall, at any meeting of the Company Stockholders (and at any adjournment or postponement thereof), however called, and in any actions by written consent of the Company Stockholders, shall vote (or cause to be voted) the Subject Company Shares against and withhold consent with respect to any Alternative Proposal. (2) In addition to the foregoing, each Stockholder hereby unconditionally and irrevocably agrees that, at any meeting of the holders of Company Capital Stock against (or any adjournment or postponement thereof), such Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Company Shares to be counted as present thereat for purposes of establishing a quorum, and such Stockholder shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its Subject Company Shares: (i) any Acquisition Proposal or to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger; (ii) in any other mattercircumstances upon which a consent or other approval is required under the organizational documents of the Company or otherwise sought with respect to the Merger Agreement or the transactions contemplated thereby, to vote, consent or approve (or cause to be voted, consented or approved) all of such Stockholder’s Subject Company Shares held at such time in favor thereof; (iii) against any Alternative Transaction, or any other merger agreement, merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company (other than the Merger Agreement and the transactions contemplated thereby); and (iv) against any proposal, action or proposal agreement that would reasonably be expected to result in (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company’s covenants, agreements or obligations Company under the Merger Agreement or (BC) result in any of the conditions to the Closing set forth in Sections 9.01, 9.02 or 9.03 Article X of the Merger Agreement not being satisfied; provided that fulfilled. (b) Without limiting any other rights or remedies of Parent, each Stockholder hereby irrevocably appoints Parent or any individual designated by Parent as the Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstituting), for and in the case name, place and stead of either (a) or (bthe Stockholder, to attend on behalf of the Stockholder any meeting of the holders of Company Capital Stock with respect to the matters described in Section 1(a), to include the Subject Company Shares in any computation for purposes of establishing a quorum at any such meeting of the holders of Company Capital Stock, to vote (or cause to be voted) the Subject Company Shares or consent (or withhold consent) with respect to any of the matters described in Section 1(a) in connection with any meeting of the holders of Company Capital Stock or any action by written consent by the holders of Company Capital Stock (including the Company Stockholder Written Consent), in each case, in the event that the Stockholder fails to timely perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a). (c) The proxy granted by each Stockholder pursuant to Section 1(b) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration for Parent entering into the Merger Agreement and agreeing to consummate the transactions contemplated thereby. The proxy granted by each Stockholder pursuant to Section 1(b) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by each Stockholder and shall revoke any and all prior proxies granted by each Stockholder with respect to the Subject Company Shares. The vote or consent of the proxyholder in accordance with Section 1(b) and with respect to the matters in Section 1(a) shall control in the event of any conflict between such vote or consent by the proxyholder of the Subject Company Shares and a vote or consent by each Stockholder of the Subject Company Shares (or any other Person with the power to vote the Subject Company Shares) with respect to the matters in Section 1(a). The proxyholder may not have been amended or modified without exercise the Stockholderproxy granted pursuant to Section 1(b) on any matter except those provided in Section 1(a). For the avoidance of doubt, each Stockholder may vote the Subject Company Shares on all other matters, subject to, for the avoidance of doubt, the other applicable covenants, agreements and obligations set forth in this Agreement. (d) Each Stockholder hereby (i) irrevocably and unconditionally waives any rights of appraisal, dissenter’s consent (1) rights and any similar rights relating to decrease the consideration payable under the Merger AgreementAgreement and the consummation by the parties of the transactions contemplated thereby, including the Merger, that such Stockholder may have under applicable law (including Section 262 of the Delaware General Corporation Law or otherwise), (2ii) consents to, on behalf of itself, and each other holder of Company Preferred Stock and irrevocably and unconditionally waives any and all rights such Stockholder may have with respect to, (x) the conversion of all outstanding shares of Company Preferred Stock into shares of Company Common Stock, with such conversion to change be in accordance with the form terms of merger consideration in a manner adverse the Company Certificate of Incorporation and effective as of immediately prior to the StockholderEffective Time of the Merger and (y) prior to the Closing, the conversion of each Convertible Note into Company Series B Preferred Stock, in accordance with the terms of each Convertible Note, in each case, as set forth on the Capitalization Table. (e) Each Stockholder hereby irrevocably waives, on behalf of themselves and each other holder of Company Preferred Stock, its right to certain payments upon liquidation of the Company pursuant to Article IV, Section 2 of the Company Certificate of Incorporation,

Company Stockholder Consent and Related Matters. (a) Subject to the earlier termination of this the Agreement in accordance with its termsSection 5, (a) as promptly as reasonably practicable (and in any event within five one (51) Business DaysDay) following the time at which the Registration Statement becomes / Proxy Statement is declared effective under the Securities Act and the Company solicits the remaining Company Stockholder ApprovalsAct, the Stockholder shall duly execute and deliver to the Company such and AMHC an irrevocable written consent (the “Company Stockholder Approvals under Written Consent”) in accordance with the DGCL, the Company’s Governing Documents and the Company Stockholders Agreement, approving and adopting the Business Combination Agreement, the Ancillary Documents to which it shall irrevocably the Company is or will be a party, and unconditionally consent to the transactions contemplated thereunder (including the Merger), the amendment of the Certificate of Incorporation of the Company in the form attached thereto as Schedule B hereto (the “Amendment”), and the matters, actions and proposals contemplated by Section 8.02(f5.13(b) of the Merger Agreement, including the Merger and, Business Combination Agreement as and to the extent required by Law, any other transactions contemplated by the Merger Agreement to occur at or immediately prior to the Closing, and (b) without provided herein. Without limiting the generality of the foregoingforegoing in this Section 1(a), prior to the Closing, the Stockholder shall, at any meeting of the Company Stockholders (and at any adjournment or postponement thereof), however called, and in any actions by written consent of the Company Stockholders, shall vote (or cause to be voted) the Subject Company Stock Shares, at any meeting of the Company Stockholders, however called, and in any action by written consent of Company Stockholders, (1) in favor of the adoption of the Business Combination Agreement and the approval of the Merger, and (2) against and withhold consent with respect to (iA) any Company Acquisition Proposal or (iiB) any other matter, action or proposal that would reasonably be expected to result in (Ax) a breach of any of the Company’s covenants, agreements or obligations under the Merger Business Combination Agreement or (By) any of the conditions to the Closing set forth in Sections 9.01, 9.02 6.1 or 9.03 6.2 of the Merger Business Combination Agreement not being satisfied; provided that in the case of either (a) or . (b)) Without limiting any other rights or remedies of AMHC, the Merger Agreement shall not have been amended Stockholder hereby irrevocably appoints AMHC or modified without any individual designated by AMHC as the Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstituting), for and in the name, place and stead of the Stockholder, to attend on behalf of the Stockholder any meeting of the Company Stockholders with respect to the matters described in Section 1(a), to include the Subject Company Shares in any computation for purposes of establishing a quorum at any such meeting of the Company Stockholders, to vote (or cause to be voted) the Subject Company Shares or consent (or withhold consent) with respect to any of the matters described in Section 1(a) in connection with any meeting of the Company Stockholders or any action by written consent by the Company Stockholders (including the Company Stockholder Written Consent), in each case, in the event that the Stockholder fails to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a). (c) The proxy granted by the Stockholder pursuant to Section 1(b) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration for AMHC entering into the Business Combination Agreement and agreeing to consummate the transactions contemplated thereby. The proxy granted by the Stockholder pursuant to Section 1(b) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by the Stockholder and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Company Shares. The vote or consent of the proxyholder in accordance with Section 1(b) and with respect to the matters described in Section 1(a) shall control in the event of any conflict between such vote or consent by the proxyholder of the Subject Company Shares and a vote or consent by the Stockholder of the Subject Company Shares (or any other Person with the power to vote or provide consent with respect to the Subject Company Shares) with respect to the matters described in Section 1(a). The proxyholder may not exercise the proxy granted pursuant to Section 1(b) on any matter except for those matters described in Section 1(a). (d) Except as expressly set forth herein, at any time prior to the Termination Date, the Stockholder shall not enter into any agreement, understanding or arrangement (whether written or oral) with any Person to vote or give instructions in any manner inconsistent with this Section 1) to decrease the consideration payable under the Merger Agreement, other than customary prime broker arrangements. Any such vote shall be cast, or (2) consent shall be given, in accordance with such procedures relating thereto so as to change ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the form results of merger consideration in a manner adverse to the Stockholdersuch vote or consent.

Company Stockholder Consent and Related Matters. Subject to the earlier termination of this Agreement in accordance with its terms, (a) as As promptly as reasonably practicable (and in any event within five two (52) Business Days) following the time at which the Registration Statement becomes / Proxy Statement is declared effective under the Securities Act and the Company solicits the remaining Company Stockholder ApprovalsAct, the Stockholder shall duly execute and deliver to the Company such and RACA the Company Stockholder Approvals Written Consent under which it shall irrevocably and unconditionally consent to the matters, actions and proposals contemplated by Section 8.02(f5.14(b) (Transaction Support Agreements; Company Stockholder Approval; Subscription Agreements) of the Merger Business Combination Agreement, including the Merger and, to the extent required by Law, . As promptly as reasonably practicable (and in any other transactions contemplated by the Merger Agreement to occur at or immediately event prior to the Closingearlier of (x) the time at which the Company delivers the Allocation Schedule to RACA pursuant to the Business Combination Agreement or (y) the time at which the Company is required to deliver to the Allocation Schedule to RACA pursuant to the Business Combination Agreement), the Stockholder shall (i) duly execute and deliver to the Company and RACA a written consent, in accordance with the DGCL, the Company's Governing Documents and the Company Stockholders Agreement, under which it irrevocably and unconditionally consents to the matters, actions and proposals contemplated by Section 5.14(d)(i) (bTransaction Support Agreements; Company Stockholder Approval; Subscription Agreements) without of the Business Combination Agreement or (ii) execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to amend or otherwise modify the Governing Documents of the Company, the Company Stockholders Agreement and each other applicable Contract in the manner required by Section 5.14(d)(ii) (Transaction Support Agreements; Company Stockholder Approval; Subscription Agreements) of the Business Combination Agreement. Without limiting the generality of the foregoingforegoing in this Section 1(a), prior to the Closing, the Stockholder shall, at any meeting of the Company Stockholders (and at any adjournment or postponement thereof), however called, and in any actions by written consent of the Company Stockholders, shall vote (or cause to be voted) the Subject Company Stock Shares against and withhold consent with respect to (iA) any Company Acquisition Proposal or (iiB) any other matter, action or proposal that would reasonably be expected to result in (Ax) a breach of any of the Company’s 's covenants, agreements or obligations under the Merger Business Combination Agreement or (By) any of the conditions to the Closing set forth in Sections 9.01, 9.02 6.1 or 9.03 6.2 of the Merger Business Combination Agreement not being satisfied; provided that . (b) Without limiting any other rights or remedies of RACA, the Stockholder hereby irrevocably appoints RACA or any individual designated by RACA as the Stockholder's agent, attorney-in-fact and proxy (with full power of substitution and resubstituting), for and in the case name, place and stead of either (a) or (bthe Stockholder, to attend on behalf of the Stockholder any meeting of the Company Stockholders with respect to the matters described in Section 1(a), to include the Merger Agreement shall not have been amended Subject Company Shares in any computation for purposes of establishing a quorum at any such meeting of the Company Stockholders, to vote (or modified without cause to be voted) the Stockholder’s Subject Company Shares or consent (1or withhold consent) with respect to decrease any of the matters described in Section 1(a) in connection with any meeting of the Company Stockholders or any action by written consent by the Company Stockholders (including the Company Stockholder Written Consent), in each case, in the event that the Stockholder fails to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a). (c) The proxy granted by the Stockholder pursuant to Section 1(b) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration payable under for RACA entering into the Merger AgreementBusiness Combination Agreement and agreeing to consummate the transactions contemplated thereby. The proxy granted by the Stockholder pursuant to Section 1(b) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or (2) other inability to change act by the form of merger consideration in a manner adverse Stockholder and shall revoke any and all prior proxies granted by the Stockholder with respect to the StockholderSubject Company Shares. The vote or consent of the proxyholder in accordance with Section 1(b) and with respect to the matters in Section 1(a) shall control in the event of any conflict between such vote or consent by the proxyholder of the Subject Company Shares and a vote or consent by the Stockholder of the Subject Company Shares (or any other Person with the power to vote the Subject Company Shares) with respect to the matters in Section 1(a). The proxyholder may not exercise the proxy granted pursuant to Section 1(b) on any matter except those provided in Section 1(a). For the avoidance of doubt, the Stockholder may vote the Subject Company Shares on all other matters, subject to, for the avoidance of doubt, the other applicable covenants, agreements and obligations set forth in this Agreement.

Company Stockholder Consent and Related Matters. Subject to the earlier termination of this Agreement in accordance with its terms, (a) as promptly As soon as reasonably practicable (and in any event within five (5) Business Days) following the time at which after the Registration Statement/Proxy Statement becomes is declared effective under the Securities Act and delivered or otherwise made available to the Company solicits Stockholders (and, in any event, before 11:59 pm Central on the remaining second (2nd) full Business Day after the SPAC provides the Company Stockholder Approvalswith written notice that the Registration Statement/Proxy Statement has been declared effective under the Securities Act), each Security Holder (to the Stockholder extent such Security Holder is then a Company Stockholder) shall duly execute and deliver to the Company such the Company Stockholder Approvals under which it shall irrevocably and unconditionally consent Written Consent so that the Company may timely deliver the same to the matters, actions and proposals contemplated by SPAC pursuant to Section 8.02(f6.20 (Company Written Consent) of the Merger Business Combination Agreement, including the Merger and, to the extent required by Law, any other transactions contemplated by the Merger Agreement to occur at or immediately prior to the Closing, and (b) without . Without limiting the generality of the foregoing, prior to the Closing, (i) to the Stockholder shallextent that it is necessary or advisable, at any meeting of in each case, as reasonably determined by the SPAC or the Company Stockholders (and at certified in writing thereby to each Security Holder, for any adjournment matters, actions or postponement thereof)proposals to be approved by each Security Holder in connection with, however calledor otherwise in furtherance of, and in any actions the transactions contemplated by written consent of the Company StockholdersBusiness Combination Agreement and/or the Ancillary Agreements, each Security Holder shall vote (or cause to be voted) the such Security Holder’s Subject Company Stock Securities in favor of and/or consent to any such matters, actions or proposals promptly, and (ii) each Security Holder shall vote (or cause to be voted) such Security Holder’s Subject Company Securities against and withhold consent (ito the extent such Security Holder’s vote or consent is requested) with respect to (A) any Acquisition Proposal Competing Transaction or (iiB) any other matter, action or proposal that would reasonably be expected to result in (Ax) a breach of any of the Company’s covenants, agreements or obligations under the Merger Business Combination Agreement or (By) any of the conditions to the Closing set forth in Sections 9.01, 9.02 9.1 or 9.03 9.2 of the Merger Business Combination Agreement not being satisfied; provided that , in each case, as reasonably requested in writing by the case of either (a) SPAC or (b), the Merger Agreement shall not have been amended or modified without the Stockholder’s consent (1) to decrease the consideration payable under the Merger Agreement, or (2) to change the form of merger consideration in a manner adverse to the StockholderCompany.

Company Stockholder Consent and Related Matters. Subject to the earlier termination of this Agreement in accordance with its terms, (a) as As promptly as reasonably practicable (and in any event within five one (51) Business DaysDay) following the time at which the Registration Statement becomes / Proxy Statement is declared effective under the Securities Act and the Company solicits the remaining Company Stockholder ApprovalsAct, the Stockholder shall duly execute and deliver to the Company such and Tailwind the Company Stockholder Approvals Written Consent under which it shall irrevocably and unconditionally consent to the matters, actions and proposals contemplated by Section 8.02(f5.13(b) (Company Stockholder Approval) of the Merger Business Combination Agreement, including the Merger and, to the extent required by Law, any other transactions contemplated by the Merger Agreement to occur at or immediately prior to the Closing, and (b) without . Without limiting the generality of the foregoing, prior to the Closing, the Stockholder shall, at any meeting of the Company Stockholders (and at any adjournment or postponement thereof), however called, and in any actions by written consent of the Company Stockholders, shall vote (or cause to be voted) the Subject Company Stock against Shares as of the applicable record date (i) in favor of and/or consent to any such matters, actions or proposals, in each case, that are necessary or reasonably requested by the Company or Tailwind for the consummation of the Merger or any of the other transactions contemplated by the Business Combination Agreement or the Ancillary Documents and (ii) against and withhold consent with respect to (A) any Company Acquisition Proposal or (iiB) any other matter, action or proposal that would reasonably be expected to result in (A) a breach of any of the Company’s covenants, agreements or obligations under the Merger Agreement or (B) any of the conditions to the Closing set forth in Sections 9.01, 9.02 6.1 or 9.03 6.2 of the Merger Business Combination Agreement not being satisfied; provided that in the case of either (a) or . (b)) Without limiting any other rights or remedies of Tailwind, the Merger Agreement shall not have been amended Stockholder hereby appoints Tailwind or modified without any individual designated in writing by Tailwind as the Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstituting), for and in the name, place and stead of the Stockholder, to attend on behalf of the Stockholder any meeting of the Company Stockholders with respect to the matters described in Section 1(a), to include the Subject Company Shares as of the record date of such meeting in any computation for purposes of establishing a quorum at any such meeting of the Company Stockholders, to vote (or cause to be voted) the Subject Company Shares as of the applicable record date or consent (1or withhold consent) with respect to decrease any of the consideration payable under matters described in Section 1(a) in connection with any meeting of the Merger Company Stockholders or any action by written consent by the Company Stockholders (including the Company Stockholder Written Consent), in each case, in the event that (i) the Stockholder fails to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a), (ii) any Proceeding is pending or threatened by or on behalf of the Stockholder or the Company that challenges or could impair the enforceability or validation of the covenants, agreements or obligations set forth in this Agreement or (iii) Tailwind notifies the Stockholder in writing of its intent to exercise the proxy set forth in this Section 1(b). (c) The proxy granted by the Stockholder pursuant to Section 1(b) shall be irrevocable during the term of this Agreement, is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration for Tailwind entering into the Business Combination Agreement and agreeing to consummate the transactions contemplated thereby. The proxy granted by the Stockholder pursuant to Section 1(b) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or (2) other inability to change act by the form of merger consideration in a manner adverse Stockholder and shall revoke any and all prior proxies granted by the Stockholder with respect to the StockholderSubject Company Shares. The vote or consent of the proxyholder with respect to the matters described in Section 1(a) shall control in the event of any conflict between such vote or consent by the proxyholder of the Subject Company Shares and a vote or consent by the Stockholder of the Subject Company Shares (or any other Person with the power to vote or provide consent with respect to the Subject Company Shares) with respect to the matters described in Section 1(a). The proxyholder may not exercise the proxy granted pursuant to Section 1(b) on any matter except for those matters described in Section 1(a). Notwithstanding anything to the contrary herein, the proxy granted by the Stockholder pursuant to Section 1(b) shall be revoked and shall terminate at such time as this Agreement is terminated in accordance with Section 6.

Company Stockholder Consent and Related Matters. (a) The Parties hereby acknowledge that certain Ninth Amended and Restated Voting Agreement, dated as of August 2, 2019, by and among the Company and the Company Stockholders party thereto (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Voting Agreement”), and each of the Stockholder and the Company hereby consents to a waiver and termination of, and amendment to, any provision of the Voting Agreement solely to the extent that such provision conflicts with this Agreement (including, but not limited to, Section 6 of the Voting Agreement and its prohibition on granting proxies to any other person). The waiver, termination and amendment provided in this Section 1(a) shall be deemed effective a moment in time prior to subsections (b) through (g) of this Section 1. (b) Subject to the earlier termination of this Agreement in accordance with its terms, (ai) as promptly as reasonably practicable (and in any event within five (5) Business Days) following the time at which the Registration Statement becomes effective under the Securities Act and the Company solicits the remaining Company Stockholder ApprovalsAct, the Stockholder shall duly execute and deliver to the Company such and ACTC the Company Stockholder Approvals under which it shall irrevocably and unconditionally consent to the matters, actions and proposals contemplated by Section 8.02(f8.02(e) of the Merger AgreementAgreement (the “Approval”), including the Merger andMerger, to the extent required by Law, Preferred Conversion and any other transactions contemplated by the Merger Agreement to occur at or immediately prior to the ClosingClosing (collectively, the “Transactions”) and (bii) without limiting the generality of the foregoing, prior to the Closing, the Stockholder shall, at any meeting of the Company Stockholders (and at any adjournment or postponement thereof), however called, and in any actions by written consent of the Company Stockholders, shall vote (or cause to be voted) the Subject Company Stock against and withhold consent with respect to (ix) any Acquisition Proposal (including any Superior Proposal) or (iiy) any other matter, action or proposal that would reasonably be expected to result in (A) a breach of any of the Company’s covenants, agreements or obligations under the Merger Agreement or (B) any of the conditions to the Closing set forth in Sections 9.01, 9.01 or 9.02 or 9.03 of the Merger Agreement not being satisfied; provided provided, that in the case of or either (ai) or (bii), the Merger Agreement shall not have been amended or modified without the such Stockholder’s consent (1) to decrease the consideration payable under the Merger Agreement, or (2) to change the form of merger consideration in a manner adverse to such Stockholder. (c) Without limiting any other rights or remedies of ACTC, the Stockholder hereby irrevocably appoints ACTC or any individual designated by ACTC as the Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution and re-substitution), for and in the name, place and stead of the Stockholder, to attend on behalf of the Stockholder any meeting of the Company Stockholders with respect to the matters described in Section 1(b), to include the Subject Company Stock in any computation for purposes of establishing a quorum at any such meeting of the Company Stockholders, to vote (or cause to be voted) the Subject Company Stock or consent (or withhold consent) with respect to any of the matters described in Section 1(b) in connection with any meeting of the Company Stockholders or any action by written consent by the Company Stockholders (including the Company Stockholder Approvals). The proxy granted in this Section 1(c) shall expire upon the termination of this Agreement. (d) The proxy granted by the Stockholder pursuant to Section 1(c) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration of ACTC entering into the Merger Agreement, and agreeing to consummate the transactions contemplated thereby. The proxy granted by the Stockholder pursuant to Section 1(c) is a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by the Stockholder and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Company Stock. (e) The Stockholder shall not hereafter, unless and until this Agreement terminates or expires pursuant to its terms, purport to designate any other proxy or power of attorney with respect to the Subject Company Stock or enter into any other agreement, arrangement, or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of the Subject Company Stock, in each case, with respect to any of the matters set forth herein. (f) Except to the extent expressly provided in this Agreement, each of the Stockholder and the Company hereby agrees not to amend, terminate or waive the Voting Agreement, or any provision thereof, in a manner or with an effect adverse to ACTC or its rights hereunder without the prior written consent of ACTC (such consent to be given or withheld in its sole discretion). (g) For purposes of Section 4 of the Voting Agreement, the Stockholder hereby acknowledges that the Transactions constitute a “Sale of the Company” and expressly and irrevocably agrees to approve such Sale of the Company in any resolutions on which the Company Shareholders vote, specifying that Section 4 of the Voting Agreement shall apply to the Transactions.

Company Stockholder Consent and Related Matters. (a) Subject to the earlier termination of this Agreement in accordance with its terms, (ai) as promptly as reasonably practicable (and in any event within five (5) Business Days) following the time at which the Registration Statement becomes effective under the Securities Act and the Company solicits the remaining Company Stockholder ApprovalsAct, the Stockholder shall duly execute and deliver to the Company such and Parent the Company Stockholder Approvals (including, without limitation, by execution of the Conversion Written Consent and the Transaction Written Consent when solicited by the Company) under which it shall irrevocably and unconditionally consent to the matters, actions and proposals contemplated by Section 8.02(f) 7.03 of the Merger AgreementAgreement (the “Approval”), including the Merger and, to the extent required by Law, and any other transactions contemplated by the Merger Agreement to occur at or immediately prior to the ClosingClosing (collectively, the “Transactions”) and (bii) without limiting the generality of the foregoing, prior to the Closing, the Stockholder shall, at any meeting of the Company Stockholders (and at any adjournment or postponement thereof), however called, and in any actions by written consent of the Company Stockholders, shall vote (or cause to be voted) the Subject Company Stock against and withhold consent with respect to (ix) any Acquisition Proposal or (iiy) any other matter, action or proposal that would reasonably be expected to result in (A) a breach of any of the Company’s covenants, agreements or obligations under the Merger Agreement or (B) any of the conditions to the Closing set forth in Sections 9.01, 9.02 8.01 or 9.03 8.02 of the Merger Agreement not being satisfied; provided provided, that in the case of or either (ai) or (bii), the Merger Agreement shall not have been amended or modified without the such Stockholder’s consent (1) to decrease the consideration payable under the Merger Agreement, or (2) to change the form of merger consideration in a manner adverse to such Stockholder. (b) Without limiting any other rights or remedies of Parent, the Stockholder hereby irrevocably appoints Parent or any individual designated by Parent as the Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution and re-substitution), for and in the name, place and stead of the Stockholder, to attend on behalf of the Stockholder any meeting of the Company Stockholders with respect to the matters described in Section 1(a), to include the Subject Company Stock in any computation for purposes of establishing a quorum at any such meeting of the Company Stockholders, to vote (or cause to be voted) the Subject Company Stock or consent (or withhold consent) with respect to any of the matters described in Section 1(a) in connection with any meeting of the Company Stockholders or any action by written consent by the Company Stockholders (including the Company Stockholder Approvals). The proxy granted in this Section 1(a) shall expire upon the termination of this Agreement. (c) The proxy granted by the Stockholder pursuant to Section 1(b) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration of Parent entering into the Merger Agreement, and agreeing to consummate the transactions contemplated thereby. The proxy granted by the Stockholder pursuant to Section 1(b) is a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by the Stockholder and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Company Stock. (d) The Stockholder shall not hereafter, unless and until this Agreement terminates or expires pursuant to its terms, purport to designate any other proxy or power of attorney with respect to the Subject Company Stock or enter into any other agreement, arrangement, or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of the Subject Company Stock, in each case, with respect to any of the matters set forth herein.

Company Stockholder Consent and Related Matters. Subject to the earlier termination of this Agreement in accordance with its terms, (a) as As promptly as reasonably practicable (and in any event within five (5) Business Days) following the time at which the Registration Statement becomes effective under the Securities Act and Act, each of the Company solicits the remaining Company Stockholder Approvals, the Stockholder Stockholders shall (a) duly execute and deliver to the Company such Company Stockholder Approvals under Company, True Velocity and Parent the Written Consent, which Written Consent shall constitute the Requisite Approval, pursuant to which it shall irrevocably and unconditionally consent to the matters, actions and proposals contemplated by Section 8.02(f(i) of the Merger Agreement, including the Merger and, to the extent required by Law, any other transactions contemplated by adopt the Merger Agreement and approve the Company Merger and the other Transactions to occur at or which the Company is a party, (ii) approve, in accordance with the terms and subject to the conditions of the Company Organizational Documents, the Company Preferred Conversion to take effect immediately prior to the ClosingClosing and (iii) waive any appraisal or similar rights they may have pursuant to the TBOC with respect to the Company Merger and the other Transactions, and (b) without limiting the generality of the foregoing, prior to the Closing, the Stockholder shall, at any meeting of the Company Stockholders (and at any adjournment or postponement thereof), however called, and in any actions by written consent of the Company Stockholders, vote (or cause to be voted) all of such Stockholder’s Shares (together with any shares of the Company that such Stockholder acquires record or beneficial ownership of or the power to vote after the date hereof, collectively, the “Subject Company Stock against (iStock”) any Acquisition Proposal or (ii) against, and withhold consent with respect to, any other matter, action action, agreement, transaction or proposal that would reasonably be expected to result in (Ai) a breach of any of the Company’s representations, warranties, covenants, agreements or obligations under the Merger Agreement or (Bii) any of the conditions to the Closing set forth in Sections 9.01, 9.02 8.01 or 9.03 8.02 of the Merger Agreement not being satisfied; provided provided, that in the case of either clauses (a) or and (b), the Merger Agreement shall not have been amended or modified without the such Stockholder’s consent (1A) to decrease the consideration Aggregate Company Merger Consideration payable under the Merger Agreement, Agreement or (2B) to change the form of merger consideration the Aggregate Company Merger Consideration, in each case in a manner adverse to such Stockholder. Each of the StockholderStockholders acknowledges receipt and review of a copy of the Merger Agreement.

Company Stockholder Consent and Related Matters. (a) Subject to the earlier termination of this Agreement in accordance with its terms, (ai) as promptly as reasonably practicable (and in any event within five (5) Business Days) following the time at which the Registration Statement becomes effective under the Securities Act and the Company solicits the remaining Company Stockholder ApprovalsAct, the Stockholder shall duly execute and deliver to the Company such and GWAC the Company Stockholder Approvals under which it shall irrevocably and unconditionally consent to the matters, actions and proposals contemplated by Section 8.02(f8.02(e) of the Merger AgreementAgreement (the “Approval”), including the Merger and, to the extent required by Law, and any other transactions contemplated by the Merger Agreement to occur at or immediately prior to the ClosingClosing (collectively, the “Transactions”) and (bii) without limiting the generality of the foregoing, prior to the Closing, the Stockholder shall, at any meeting of the Company Stockholders (and at any adjournment or postponement thereof), however called, and in any actions by written consent of the Company Stockholders, shall vote (or cause to be voted) the Subject Company Stock against and withhold consent with respect to (ix) any Acquisition Proposal (including any Superior Proposal) or (iiy) any other matter, action or proposal that would reasonably be expected to result in (A) a breach of any of the Company’s covenants, agreements or obligations under the Merger Agreement or (B) any of the conditions to the Closing set forth in Sections 9.01, 9.01 or 9.02 or 9.03 of the Merger Agreement not being satisfied; provided provided, that in the case of either (ai) or (bii), the Merger Agreement shall not have been amended or modified without the Stockholder’s consent (1) to decrease the consideration payable under the Merger Agreement, or (2) to change the form of merger consideration in a manner adverse to the Stockholder. (b) Without limiting any other rights or remedies of GWAC, the Stockholder hereby irrevocably appoints GWAC or any individual designated by GWAC as the Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution and re-substitution), for and in the name, place and stead of the Stockholder, to attend on behalf of the Stockholder any meeting of the Company Stockholders with respect to the matters described in Section 1(a), to include the Subject Company Stock in any computation for purposes of establishing a quorum at any such meeting of the Company Stockholders, to vote (or cause to be voted) the Subject Company Stock or consent (or withhold consent) with respect to any of the matters described in Section 1(a) in connection with any meeting of the Company Stockholders or any action by written consent by the Company Stockholders (including the Company Stockholder Approvals). The proxy granted in this Section 1(a) shall expire upon the termination of this Agreement. (c) The proxy granted by the Stockholder pursuant to Section 1(b) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration of GWAC entering into the Merger Agreement, and agreeing to consummate the transactions contemplated thereby. The proxy granted by the Stockholder pursuant to Section 1(b) is a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by the Stockholder and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Company Stock. (d) The Stockholder shall not hereafter, unless and until this Agreement terminates or expires pursuant to its terms, purport to designate any other proxy or power of attorney with respect to the Subject Company Stock or enter into any other agreement, arrangement, or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of the Subject Company Stock, in each case, with respect to any of the matters set forth herein.

Company Stockholder Consent and Related Matters. (a) Subject to the earlier termination of this Agreement in accordance with its terms, (ai) as promptly as reasonably practicable (and in any event within five (5) Business Days) following the time at which the Registration Statement becomes effective under the Securities Act and (subject to the Company solicits Registration Statement not being subject to a stop order issued by the remaining Company Stockholder ApprovalsSEC or proceeding by the SEC seeking a stop order at any point during such period), the Stockholder Stockholder, in its, his or her capacity as a stockholder of the Company, shall duly execute and deliver to the Company such and Acquiror the Company Stockholder Approvals under which it shall irrevocably and unconditionally consent to the matters, actions and proposals contemplated by Section 8.02(f7.03(e) of the Merger AgreementAgreement (the “Approval”), including the Merger and, to the extent required by Law, and any other transactions contemplated by the Merger Agreement to occur at or immediately prior to the ClosingClosing (collectively, the “Transactions”) and (bii) without limiting the generality of the foregoing, prior to the Closing, to the extent that it is necessary or advisable, in each case, as reasonably determined by Acquiror and the Company, for any matters, actions or proposals to be approved by the Stockholder shallin connection with, at any meeting of or otherwise in furtherance of, the Company Stockholders (and at any adjournment or postponement thereof)transactions contemplated by the Merger Agreement, however called, and in any actions by written consent of the Company Stockholders, Stockholder shall vote (or cause to be voted) the Subject Company Stock against and withhold consent with respect to (iA) any Company Acquisition Proposal or (iiB) any other matter, action or proposal that would reasonably be expected to result in (A) a breach of any of the Company’s covenants, agreements or obligations under the Merger Agreement or (B) any of the conditions to the Closing set forth in Sections 9.01, 9.02 8.01 or 9.03 8.02 of the Merger Agreement not being satisfied; provided provided, that in the case of either (ai) or (bii), the Merger Agreement shall not have been amended or modified without the such Stockholder’s consent (1x) to decrease the consideration payable under the Merger Agreement, Agreement or (2y) to change the form of merger consideration in a manner adverse to such Stockholder. (b) Without limiting any other rights or remedies of Acquiror, in the event that the Stockholder fails to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a), the Stockholder hereby irrevocably appoints Acquiror or any individual designated by Acquiror as the Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution and re-substitution), for and in the name, place and stead of the Stockholder, to attend on behalf of the Stockholder any meeting of the Company Stockholders with respect to the matters described in Section 1(a), to include the Subject Company Stock in any computation for purposes of establishing a quorum at any such meeting of the Company Stockholders, to vote (or cause to be voted) the Subject Company Stock or consent (or withhold consent) with respect to any of the matters described in Section 1(a) in connection with any meeting of the Company Stockholders or any action by written consent by the Company Stockholders (including the Company Stockholder Approvals). The proxy granted in this Section 1(b) shall expire upon the termination of this Agreement. (c) The proxy granted by the Stockholder pursuant to Section 1(b) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration of Acquiror entering into the Merger Agreement, and agreeing to consummate the transactions contemplated thereby. The proxy granted by the Stockholder pursuant to Section 1(b) is a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by the Stockholder and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Company Stock. The vote or consent of the proxyholder in accordance with Section 1(b) with respect to the matters described in Section 1(a) shall control in the event of any conflict between such vote or consent by the proxyholder of the Subject Company Stock and a vote or consent by the Stockholder of the Subject Company Stock (or any other Person with the power to vote or provide consent with respect to the Subject Company Stock) with respect to the matters described in Section 1(a). The proxyholder may not exercise the proxy granted pursuant to Section 1(b) on any matter except for those matters described in Section 1(a). (d) The Stockholder shall not hereafter, unless and until this Agreement terminates or expires pursuant to its terms, purport to designate any other proxy or power of attorney with respect to the Subject Company Stock or enter into any other agreement, arrangement, or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of the Subject Company Stock, in each case, with respect to any of the matters set forth herein.

Company Stockholder Consent and Related Matters. Subject to the earlier termination of this Agreement in accordance with its terms, (a1) as As promptly as reasonably practicable (and in any event within five (5) Business Days) following the time at which the Registration Statement becomes effective under the Securities Act and the Company solicits the remaining Company Stockholder ApprovalsS-4 Effective Date, the each Stockholder shall duly execute and deliver to the Company such and Parent the Company Stockholder Approvals Written Consent under which it shall irrevocably and unconditionally consent to the matters, actions and proposals contemplated by Section 8.02(f7.1(a) (Company Stockholder Approval) of the Merger Agreement, including the Merger and, to the extent required by Law, any other transactions contemplated by the Merger Agreement to occur at or immediately prior to the Closing, and (b) without . Without limiting the generality of the foregoingfirst sentence of this Section 1(a), prior to the Closing, the each Stockholder shall, at any meeting of the Company Stockholders (and at any adjournment or postponement thereof), however called, and in any actions by written consent of the Company Stockholders, shall vote (or cause to be voted) the Subject Company Shares against, and shall withhold consent with respect to, any Alternative Transaction. (2) In addition to the foregoing, each Stockholder hereby unconditionally and irrevocably agrees that, at any meeting of the holders of Company Capital Stock against (or any adjournment or postponement thereof), such Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Company Shares to be counted as present thereat for purposes of establishing a quorum, and such Stockholder shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its Subject Company Shares: (i) any Acquisition Proposal or to approve and adopt the Merger Agreement and the Transactions, including the Merger and the Company Preferred Stock Conversion; (ii) in any other mattercircumstances upon which a consent or other approval is required under the organizational documents of the Company or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Stockholder’s Subject Company Shares held at such time in favor thereof; (iii) against any Alternative Transaction, or any other merger agreement, merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company (other than the Merger Agreement and the Transactions); and (iv) against any proposal, action or proposal agreement that would reasonably be expected to result in (A) a breach impede, frustrate, prevent or nullify any provision of this Agreement or the Merger Agreement or otherwise impede, frustrate, prevent or nullify the Merger or any of the Company’s covenantsTransactions, agreements (B) result in a breach in any respect of any covenant, representation, warranty or obligations any other obligation or agreement of the Company under the Merger Agreement or any Additional Agreement to which the Company is a party or (BC) result in any of the conditions to the Closing set forth in Sections 9.01, 9.02 or 9.03 Article IX of the Merger Agreement not being satisfied; provided that fulfilled. (b) Without limiting any other rights or remedies of Parent, each Stockholder hereby irrevocably appoints Parent or any individual designated by Parent as the Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstituting), for and in the case name, place and stead of either (a) or (bthe Stockholder, to attend on behalf of the Stockholder any meeting of the holders of Company Capital Stock with respect to the matters described in Section 1(a), to include the Subject Company Shares in any computation for purposes of establishing a quorum at any such meeting of the holders of Company Capital Stock, to vote (or cause to be voted) the Subject Company Shares or consent (or withhold consent) with respect to any of the matters described in Section 1(a) in connection with any meeting of the holders of Company Capital Stock or any action by written consent by the holders of Company Capital Stock (including the Company Stockholder Written Consent), in each case, in the event that the Stockholder fails to timely perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a). (c) The proxy granted by each Stockholder pursuant to Section 1(b) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration for Parent entering into the Merger Agreement and agreeing to consummate the transactions contemplated thereby. The proxy granted by each Stockholder pursuant to Section 1(b) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by each Stockholder and shall revoke any and all prior proxies granted by each Stockholder with respect to the Subject Company Shares. The vote or consent of the proxyholder in accordance with Section 1(b) and with respect to the matters in Section 1(a) shall control in the event of any conflict between such vote or consent by the proxyholder of the Subject Company Shares and a vote or consent by each Stockholder of the Subject Company Shares (or any other Person with the power to vote the Subject Company Shares) with respect to the matters in Section 1(a). The proxyholder may not have been amended or modified without exercise the Stockholderproxy granted pursuant to Section 1(b) on any matter except those provided in Section 1(a). For the avoidance of doubt, each Stockholder may vote the Subject Company Shares on all other matters, subject to, for the avoidance of doubt, the other applicable covenants, agreements and obligations set forth in this Agreement. (d) Each Stockholder hereby (i) irrevocably and unconditionally waives any rights of appraisal, dissenter’s consent (1) rights and any similar rights relating to decrease the consideration payable under the Merger AgreementAgreement and the consummation by the parties of the Transactions, including the Merger, that such Stockholder may have under applicable Law (including Section 262 of the Delaware General Corporation Law or otherwise), (2ii) consents to, on behalf of itself and each other holder of Company Preferred Stock, and irrevocably and unconditionally waives any and all rights such Stockholder may have with respect to, the conversion of all outstanding shares of Company Preferred Stock into shares of Company Common Stock, with such conversion to change be in accordance with the form terms of merger consideration in a manner adverse the Company Certificate of Incorporation and effective as of immediately prior to the StockholderEffective Time of the Merger. (e) Each Stockholder hereby irrevocably waives, on behalf of themselves and each other holder of Company Preferred Stock, its right to certain payments upon liquidation of the Company pursuant to Article Fourth, Section B(2) of the Company Certificate of Incorporation (if any).

Company Stockholder Consent and Related Matters. Subject to the earlier termination of this Agreement in accordance with its terms, (a) as As promptly as reasonably practicable (and in any event within five (5) Business Days) following the time at which the Registration Statement becomes effective under the Securities Act and Act, each of the Company solicits the remaining Company Stockholder Approvals, the Stockholder Stockholders shall (a) duly execute and deliver to the Company such Company Stockholder Approvals under and Parent the Written Consent, which Written Consent shall constitute the Requisite Approval, pursuant to which it shall irrevocably and unconditionally consent to the matters, actions and proposals contemplated by Section 8.02(f(i) of the Merger Agreement, including the Merger and, to the extent required by Law, any other transactions contemplated by adopt the Merger Agreement and approve the Merger and the other Transactions to occur at or which the Company is a party, (ii) approve, in accordance with the terms and subject to the conditions of the Company Organizational Documents, the Company Preferred Conversion to take effect immediately prior to the ClosingClosing and (iii) waive any appraisal or similar rights they may have pursuant to the TBOC with respect to the Merger and the other Transactions, and (b) without limiting the generality of the foregoing, prior to the Closing, the Stockholder shall, at any meeting of the Company Stockholders (and at any adjournment or postponement thereof), however called, and in any actions by written consent of the Company Stockholders, vote (or cause to be voted) all of such Stockholder’s Shares (together with any shares of the Company that such Stockholder acquires record or beneficial ownership of or the power to vote after the date hereof, collectively, the “Subject Company Stock against (iStock”) any Acquisition Proposal or (ii) against, and withhold consent with respect to, any other matter, action action, agreement, transaction or proposal that would reasonably be expected to result in (Ai) a breach of any of the Company’s representations, warranties, covenants, agreements or obligations under the Merger Agreement or (Bii) any of the conditions to the Closing set forth in Sections 9.01, 9.02 8.01 or 9.03 8.02 of the Merger Agreement not being satisfied; provided provided, that in the case of either clauses (a) or and (b), the Merger Agreement shall not have been amended or modified without the such Stockholder’s consent (1A) to decrease the consideration Aggregate Merger Consideration payable under the Merger Agreement, Agreement or (2B) to change the form of merger consideration the Aggregate Merger Consideration, in each case in a manner adverse to such Stockholder. Each of the StockholderStockholders acknowledges receipt and review of a copy of the Merger Agreement.

Company Stockholder Consent and Related Matters. Subject to the earlier termination of this Agreement in accordance with its terms, (a) as As promptly as reasonably practicable (and in any event within five (5) one Business DaysDay) following the time at which the Registration Statement becomes / Proxy Statement is declared effective under the Securities Act and the Company solicits the remaining Company Stockholder ApprovalsAct, the Stockholder shall duly execute and deliver to the Company such and Atlas the Company Stockholder Approvals Written Consent and the Conversion Written Consent under which it shall irrevocably and unconditionally consent to the matters, actions and proposals contemplated by Section 8.02(fSections 5.13(b) and 5.13(c) (Transaction Support Agreements; Company Stockholder Approval) of the Merger Business Combination Agreement, including the Merger and, to the extent required by Law, any other transactions contemplated by the Merger Agreement to occur at or immediately prior to the Closing, and (b) without . Without limiting the generality of the foregoing, prior to the Closing, (i) to the extent that it is necessary or advisable, in each case, as reasonably determined by Atlas and the Company, for any matters, actions or proposals to be approved by the Stockholder shallin connection with, at any meeting of or otherwise in furtherance of, the Company Stockholders (and at any adjournment or postponement thereof)transactions contemplated by the Business Combination Agreement and/or the Ancillary Documents, however called, and in any actions by written consent of the Company Stockholders, Stockholder shall vote (or cause to be voted) the Subject Company Stock Shares in favor of and/or consent to any such matters, actions or proposals promptly following written request thereof from Atlas and the Company, and (ii) the Stockholder shall vote (or cause to be voted) the Subject Company Shares against and withhold consent with respect to (iA) any Company Acquisition Proposal or (iiB) any other matter, action or proposal that would reasonably be expected to result in (Ax) a breach of any of the Company’s covenants, agreements or obligations under the Merger Business Combination Agreement or (By) any of the conditions to the Closing set forth in Sections 9.01, 9.02 6.1 or 9.03 6.2 of the Merger Business Combination Agreement not being satisfied; provided that in the case of either (a) or . (b)) Without limiting any other rights or remedies of Atlas, the Merger Agreement shall not have been amended Stockholder hereby irrevocably appoints Atlas or modified without any individual designated by Atlas as the Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstituting), for and in the name, place and stead of the Stockholder, to attend on behalf of the Stockholder any meeting of the Company Stockholders with respect to the matters described in Section 1(a), to include the Subject Company Shares in any computation for purposes of establishing a quorum at any such meeting of the Company Stockholders, to vote (or cause to be voted) the Subject Company Shares or consent (1or withhold consent) with respect to decrease any of the matters described in Section 1(a) in connection with any meeting of the Company Stockholders or any action by written consent by the Company Stockholders (including the Company Stockholder Written Consent), in each case, in the event that the Stockholder fails to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a). (c) The proxy granted by the Stockholder pursuant to Section 1(b) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration payable under for Atlas entering into the Merger AgreementBusiness Combination Agreement and agreeing to consummate the transactions contemplated thereby. The proxy granted by the Stockholder pursuant to Section 1(b) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or (2) other inability to change act by the form of merger consideration in a manner adverse Stockholder and shall revoke any and all prior proxies granted by the Stockholder with respect to the StockholderSubject Company Shares. The vote or consent of the proxyholder in accordance with Section 1(b) with respect to the matters described in Section 1(a) shall control in the event of any conflict between such vote or consent by the proxyholder of the Subject Company Shares and a vote or consent by the Stockholder of the Subject Company Shares (or any other Person with the power to vote or provide consent with respect to the Subject Company Shares) with respect to the matters described in Section 1(a). The proxyholder may not exercise the proxy granted pursuant to Section 1(b) on any matter except for those matters described in Section 1(a).

Company Stockholder Consent and Related Matters. Subject to the earlier termination of this Agreement in accordance with its terms, (a) as As promptly as reasonably practicable (and in any event within five two (52) Business Days) following the time at which the Registration Statement becomes / Proxy Statement is declared effective under the Securities Act and the Company solicits the remaining Company Stockholder ApprovalsAct, the Stockholder shall duly execute and deliver to the Company such and Capstar the Company Stockholder Approvals Written Consent under which it shall irrevocably and unconditionally consent to the matters, actions and proposals contemplated by Section 8.02(f5.14(b) (Transaction Support Agreements; Company Stockholder Approval; Subscription Agreements) of the Merger Business Combination Agreement, including the Merger and, to the extent required by Law, . As promptly as reasonably practicable (and in any other transactions contemplated by the Merger Agreement to occur at or immediately event prior to the Closingearlier of (x) the time at which the Company delivers the Allocation Schedule to Capstar pursuant to the Business Combination Agreement or (y) the time at which the Company is required to deliver to the Allocation Schedule to Capstar pursuant to the Business Combination Agreement), the Stockholder shall (i) duly execute and deliver to the Company and Capstar a written consent, in accordance with the DGCL, the Company’s Governing Documents and the Company Stockholders Agreement, under which it irrevocably and unconditionally consents to the matters, actions and proposals contemplated by Section 5.14(b) (bTransaction Support Agreements; Company Stockholder Approval; Subscription Agreements) without of the Business Combination Agreement or (ii) execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to amend or otherwise modify the Governing Documents of the Company, the Company Stockholders Agreement and each other applicable Contract in the manner required by Section 5.14(b) (Transaction Support Agreements; Company Stockholder Approval; Subscription Agreements) of the Business Combination Agreement. Without limiting the generality of the foregoingforegoing in this Section 1(a), prior to the Closing, the Stockholder shall, at any meeting of the Company Stockholders (and at any adjournment or postponement thereof), however called, and in any actions by written consent of the Company Stockholders, shall vote (or cause to be voted) the Subject Company Stock Shares against and withhold consent with respect to (iA) any Company Acquisition Proposal or (iiB) any other matter, action or proposal that would reasonably be expected to result in (Ax) a breach of any of the Company’s covenants, agreements or obligations under the Merger Business Combination Agreement or (By) any of the conditions to the Closing set forth in Sections 9.01, 9.02 6.1 or 9.03 6.2 of the Merger Business Combination Agreement not being satisfied; provided that in . 1 As contemplated by the case of either (a) or Business Combination Agreement, each Company Stockholder set forth on Schedule I to the Business Combination Agreement will enter into a separate Transaction Support Agreement. (b)) Without limiting any other rights or remedies of Capstar, the Merger Agreement shall not have been amended Stockholder hereby irrevocably appoints Capstar or modified without any individual designated by Capstar as the Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstituting), for and in the name, place and stead of the Stockholder, to attend on behalf of the Stockholder any meeting of the Company Stockholders with respect to the matters described in Section 1(a), to include the Subject Company Shares in any computation for purposes of establishing a quorum at any such meeting of the Company Stockholders, to vote (or cause to be voted) the Subject Company Shares or consent (1or withhold consent) with respect to decrease any of the matters described in Section 1(a) in connection with any meeting of the Company Stockholders or any action by written consent by the Company Stockholders (including the Company Stockholder Written Consent), in each case, in the event that the Stockholder fails to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a). (c) The proxy granted by the Stockholder pursuant to Section 1(b) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration payable under for Capstar entering into the Merger AgreementBusiness Combination Agreement and agreeing to consummate the transactions contemplated thereby. The proxy granted by the Stockholder pursuant to Section 1(b) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or (2) other inability to change act by the form of merger consideration in a manner adverse Stockholder and shall revoke any and all prior proxies granted by the Stockholder with respect to the StockholderSubject Company Shares. The vote or consent of the proxyholder in accordance with Section 1(b) and with respect to the matters in Section 1(a) shall control in the event of any conflict between such vote or consent by the proxyholder of the Subject Company Shares and a vote or consent by the Stockholder of the Subject Company Shares (or any other Person with the power to vote the Subject Company Shares) with respect to the matters in Section 1(a). The proxyholder may not exercise the proxy granted pursuant to Section 1(b) on any matter except those provided in Section 1(a). For the avoidance of doubt, the Stockholder may vote the Subject Company Shares on all other matters, subject to, for the avoidance of doubt, the other applicable covenants, agreements and obligations set forth in this Agreement.