Common use of Covenant to Vote Clause in Contracts

Covenant to Vote. (a) Each Principal Stockholder irrevocably and unconditionally agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 12 hereof: (i) at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Seller Common Stock held during the term of this Agreement called to vote upon the Transaction, however called, such Principal Stockholder will, provided that such Principal Stockholder has received written notice from Purchaser within a reasonable period of time prior to any such meeting that Purchaser is unable to vote the Owned Shares subject to the irrevocable proxy set forth in Section 4 herein (the “Proxy”) at the meeting, appear at the meeting or otherwise cause the Owned Shares to be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) the Owned Shares in favor of the Transaction; (ii) such Principal Stockholder will execute and deliver (or cause to be executed and delivered) any written consent in favor of the Transaction with respect to all of the Owned Shares; and (iii) such Principal Stockholder will not vote, or cause to be voted, any Owned Shares (or otherwise provide a proxy or consent or enter into another voting agreement with respect thereto) in favor of any other Alternative Proposal, nor vote the Owned Shares at a meeting of the holders of Seller Common Stock nor execute any written consent in lieu of a meeting of holders of Seller Common Stock if such vote or consent by the holders of Seller Common Stock would be inconsistent with or frustrate the purposes of the other agreements of such Principal Stockholder pursuant to the Asset Purchase Agreement or this Agreement. (b) For purposes of clarity, each Principal Stockholder acknowledges that the covenant set forth in Section 3(a) applies even if the Board of Directors of Seller withdraws, modifies or qualifies in a manner adverse to Purchaser its recommendation regarding the Asset Purchase Agreement or the Transaction. (c) Each Principal Stockholder hereby revokes any and all previous proxies with respect to such Principal Stockholder’s Owned Shares.

Covenant to Vote. (a) Each Principal Stockholder irrevocably and unconditionally agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 12 15 hereof: (i) at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Seller Common Stock held during the term of this Agreement Company Securities, however called to vote upon the TransactionMerger Agreement, however calledthe Merger and any other transactions contemplated by the Merger Agreement, or in any other circumstances upon which a vote or other approval with respect to the Merger Agreement, the Merger and any other transactions contemplated thereby is sought, such Principal Stockholder will, provided that shall vote all of such Principal Stockholder has received written notice from Purchaser within a reasonable period of time prior to any such meeting that Purchaser is unable to vote the Owned Shares subject to the irrevocable proxy set forth in Section 4 herein (the “Proxy”) at the meeting, appear at the meeting or otherwise cause the Owned Shares to be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) the Stockholder’s Owned Shares in favor of the TransactionMerger Agreement, the Merger and any other transactions contemplated by the Merger Agreement, as applicable, and shall vote all such Principal Stockholder’s Owned Shares in favor of any other actions presented to holders of Company Securities that are necessary or desirable in furtherance of the Merger Agreement, the Merger and all other transactions contemplated thereby; (ii) at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Securities, however called, or in connection with any written consent of the holders of Company Securities, such Principal Stockholder will execute and deliver shall vote all such Principal Stockholder’s Owned Shares against (or cause to be executed and deliveredi) any written consent in favor merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any Acquisition Proposal or (ii) any amendment of the Transaction with respect to all Company’s Certificate of Incorporation or Bylaws or other proposal or transaction involving the Owned SharesCompany or any Company Subsidiary, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger Agreement, the Merger or any other transactions contemplated by the Merger Agreement; and (iii) such Principal Stockholder will not vote, or cause to be voted, in connection with any Owned Shares (or otherwise provide a proxy or written consent or enter into another voting agreement with respect thereto) in favor of any other Alternative Proposal, nor vote the Owned Shares at a meeting of the holders of Seller Common Stock nor execute any Company Securities, to vote upon, or deliver a written consent in lieu of a meeting of holders of Seller Common Stock if such vote or consent with respect to, the Merger Agreement, the Merger and any other transactions contemplated by the holders Merger Agreement, such Principal Stockholder shall not vote any of Seller Common Stock would be inconsistent with such Principal Stockholder’s Owned Shares against the Merger Agreement, the Merger and any other transactions contemplated by the Merger Agreement, as applicable; provided, that this clause (iii) shall not require such Principal Stockholder to vote any of such Principal Stockholder’s Owned Shares in favor of the Merger Agreement, the Merger or frustrate the purposes any of the other agreements of such Principal Stockholder pursuant to transactions contemplated by the Asset Purchase Merger Agreement or this Agreementin connection with any written consent. (b) For purposes of clarity, each Principal Stockholder acknowledges that the covenant covenants set forth in Section 3(a) applies apply even if the Board of Directors of Seller the Company withdraws, modifies or qualifies in a manner adverse to Purchaser Parent its recommendation regarding the Asset Purchase Merger Agreement or the Transaction. (c) Each Principal Stockholder hereby revokes any and all previous proxies with respect to such Principal Stockholder’s Owned Shares.

Covenant to Vote. (a) Each Principal Stockholder irrevocably and unconditionally agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 12 hereof: (i) at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Seller Common Stock held during the term of this Agreement called to vote upon the Transaction, however called, such Principal Stockholder will, provided that such Principal Stockholder has received written notice from Purchaser within a reasonable period of time prior to any such meeting that Purchaser is unable to vote the Owned Shares subject to the irrevocable proxy set forth in Section 4 herein (the “"Proxy”") at the meeting, appear at the meeting or otherwise cause the Owned Shares to be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) the Owned Shares in favor of the Transaction; (ii) such Principal Stockholder will execute and deliver (or cause to be executed and delivered) any written consent in favor of the Transaction with respect to all of the Owned Shares; and (iii) such Principal Stockholder will not vote, or cause to be voted, any Owned Shares (or otherwise provide a proxy or consent or enter into another voting agreement with respect thereto) in favor of any other Alternative Proposal, nor vote the Owned Shares at a meeting of the holders of Seller Common Stock nor execute any written consent in lieu of a meeting of holders of Seller Common Stock if such vote or consent by the holders of Seller Common Stock would be inconsistent with or frustrate the purposes of the other agreements of such Principal Stockholder pursuant to the Asset Purchase Agreement or this Agreement. (b) For purposes of clarity, each Principal Stockholder acknowledges that the covenant set forth in Section 3(a) applies even if the Board of Directors of Seller withdraws, modifies or qualifies in a manner adverse to Purchaser its recommendation regarding the Asset Purchase Agreement or the Transaction. (c) Each Principal Stockholder hereby revokes any and all previous proxies with respect to such Principal Stockholder’s 's Owned Shares.

Covenant to Vote. (a) Each Principal Stockholder irrevocably and unconditionally agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 12 hereofAgreement: (i) at provided that (x) Parent has delivered written notice to such Stockholder with an instruction to vote as set forth in this Section 3(a)(i) because Parent is not voting the Owned Shares subject to the proxy of such Stockholder contained herein, such Stockholder will execute and timely deliver (or expeditiously cause to be executed and timely delivered) any meeting written consent with respect to all of his, her or its Owned Shares), and such Stockholder shall not thereafter revoke, withdraw, modify or amend such written consent, or (y) Parent has delivered written notice to such Stockholder with an instruction to vote as set forth in this Section 3(a)(i) prior to the Company Stockholders’ Meeting (whether annual or special and whether or not an adjourned or postponed meetingfrom time to time) of the holders of Seller Common Stock held during the term of this Agreement called to vote upon the Transaction, however called, such Principal Stockholder will, provided that such Principal Stockholder has received written notice from Purchaser within a reasonable period of time prior to any such meeting that Purchaser Shares because Parent is unable to vote not voting the Owned Shares subject to the irrevocable proxy set forth in Section 4 herein (the “Proxy”) at the meetingof such Stockholder contained herein, such Stockholder shall appear at the each such meeting or otherwise expeditiously cause the all of his, her or its Owned Shares called to vote upon to be counted as present thereat for purposes of establishing a quorum and vote or consent (or expeditiously cause to be voted or consented) the such Owned Shares Shares, as follows: (1) in favor of the TransactionCompany Proposal to approve the Merger Agreement and the Merger, and otherwise in such manner as may be necessary or appropriate to consummate the transactions contemplated by the Merger Agreement, and in connection therewith to execute any documents reasonably requested by Parent or the Company that are necessary or appropriate to effect the foregoing; (2) in favor of any proposal to adjourn or postpone the Company Stockholders’ Meeting to a later date if there are not sufficient votes to approve the Merger; and (3) against any action, agreement or arrangement (a) that would or would be reasonably be expected to result in a breach of any covenant, obligation, agreement, representation or warranty of the Company set forth in the Merger Agreement, or of any Stockholder in this Agreement, (b) that would or could be reasonably be expected to result in any condition to Parent’s, Merger Sub’s or the Company’s obligations under the Merger Agreement not being completed in full and timely, including, without limitation, any action that would breach or reasonably be expected to breach any representation, warranty or covenant in the Merger Agreement, or (c) that would reasonably be expected to be inconsistent with or frustrate the purposes of the Merger Agreement or this Agreement (each of items 3(a)(i)(3)(a) through (c), a “Prohibited Act”). (ii) such Principal Such Stockholder will execute and deliver (or cause to be executed and delivered) any written consent in favor of the Transaction with respect to all of the Owned Shares; and (iii) such Principal Stockholder will shall not vote, or cause to be voted, any Owned Shares (or otherwise provide a proxy or consent or enter into another voting agreement with respect thereto) in favor of any other Alternative ProposalProhibited Act, nor vote the Owned Shares whether by written consent or at a any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Seller Common Stock nor execute any written consent in lieu of a meeting of holders of Seller Common Stock if such vote or consent by the holders of Seller Common Stock would be inconsistent with or frustrate the purposes of the other agreements of such Principal Stockholder pursuant to the Asset Purchase Agreement or this AgreementShares. (b) For purposes of clarity, each Principal Stockholder acknowledges that the covenant set forth in Section 3(a) applies even if the Board of Directors of Seller withdraws, modifies or qualifies in a manner adverse to Purchaser its recommendation regarding the Asset Purchase Agreement or the Transaction. (c) Each Principal Stockholder hereby revokes any and all previous proxies with respect to such Principal Stockholder’s Owned Shares. (c) Each Stockholder who has a spouse on the date of this Agreement shall cause such Stockholder’s spouse to execute and deliver to Parent a spousal consent in the form of Exhibit A hereto (a “Spousal Consent”) contemporaneously with such Stockholder’s execution of this Agreement, pursuant to which the spouse acknowledges that he or she has read and understood this Agreement and agrees to be bound by its terms and conditions. If any Stockholder should marry or engage in a marital relationship following the date of this Agreement, such Stockholder shall cause his or her spouse to execute and deliver to the Company a Spousal Consent within three (3) Business Days thereof.

Covenant to Vote. (a) Each Principal Stockholder irrevocably and unconditionally agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 12 hereof: (i) at provided that (x) Buyer has delivered written notice to such Principal Stockholder with an instruction to vote as set forth in this Section 3(a)(i) because Buyer is not voting the Owned Shares subject to the Proxy, such Principal Stockholder will execute and timely deliver (or expeditiously cause to be executed and timely delivered) any written consent with respect to all of his, her or its Owned Shares), and such Principal Stockholder shall not thereafter revoke, withdraw, modify or amend such written consent, or (y) Buyer has delivered written notice to such Principal Stockholder with an instruction to vote as set forth in this Section 3(a)(i) prior to any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Seller Parent Common Stock held during the term of this Agreement called to vote upon the Transaction, however called, such Principal Stockholder will, provided that such Principal Stockholder has received written notice from Purchaser within a reasonable period of time prior to any such meeting that Purchaser because Buyer is unable to vote not voting the Owned Shares subject to the irrevocable proxy set forth in Section 4 herein (the “Proxy”) at the meeting, such Principal Stockholder shall appear at the each such meeting or otherwise expeditiously cause the all of his, her or its Owned Shares called to vote upon to be counted as present thereat for purposes of establishing a quorum and vote or consent (or expeditiously cause to be voted or consented) the such Owned Shares Shares, as follows: (1) in favor of the approval of the adoption of the Purchase Agreement and the transactions contemplated thereby, including the Transaction, and otherwise in such manner as may be necessary or appropriate to consummate the transaction contemplated by the Purchase Agreement (including the Parent Stockholder Approval), and in connection therewith to execute any documents reasonably requested by Parent that are necessary or appropriate to effect the foregoing; (2) in favor of the adoption of the Purchase Agreement, in favor of the Transactions, and otherwise in such manner as may be necessary or appropriate to consummate the transactions contemplated by the Purchase Agreement (including the Parent Stockholder Approval); and (3) against any action, agreement or arrangement (a) related to or in furtherance of any Competing Proposal, (b) that would or could be reasonably be expected to result in a breach of any covenant, obligation, agreement, representation or warranty of Seller, Parent or (prior to Closing) the Company pursuant to the Purchase Agreement, (c) that would or could be reasonably be expected to result in any condition to Seller’s, Parent’s or (prior to Closing) the Company’s obligations under the Purchase Agreement not being completed in full and timely including, without limitation, any action that could breach or reasonably be expected to breach any representation, warranty or covenant in the Purchase Agreement, or (d) that would reasonably be expected to be inconsistent with or frustrate the purposes of the Stock Purchase Agreement or this Agreement (each of items 3(a)(i)(3)(a) through (d), a “Prohibited Act”). (ii) such Such Principal Stockholder will execute and deliver (or cause to be executed and delivered) any written consent in favor of the Transaction with respect to all of the Owned Shares; and (iii) such Principal Stockholder will shall not vote, or cause to be voted, any Owned Shares (or otherwise provide a proxy or consent or enter into another voting agreement with respect thereto) in favor of any other Alternative ProposalProhibited Act, nor vote the Owned Shares whether by written consent or at a any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Seller Parent Common Stock nor execute any written consent in lieu of a meeting of holders of Seller Common Stock if such vote or consent by the holders of Seller Common Stock would be inconsistent with or frustrate the purposes of the other agreements of such Principal Stockholder pursuant to the Asset Purchase Agreement or this AgreementStock. (b) For purposes of clarity, each Principal Stockholder acknowledges that the covenant set forth in Section 3(a) applies even if the Board of Directors of Seller withdraws, modifies or qualifies in a manner adverse to Purchaser its recommendation regarding the Asset Purchase Agreement or the Transaction. (c) Each Principal Stockholder hereby revokes any and all previous proxies with respect to such Principal Stockholder’s Owned Shares. (c) Each Principal Stockholder who has a spouse on the date of this Agreement shall cause such Principal Stockholder’s spouse to execute and deliver to Buyer a spousal consent in the form of Exhibit A hereto (a “Spousal Consent”) contemporaneously with such Principal Stockholder’s execution of this Agreeement, pursuant to which the spouse acknowledges that he or she has read and understood this Agreement and agrees to be bound by its terms and conditions. If any Principal Stockholder should marry or engage in a Marital Relationship following the date of this Agreement, such Principal Stockholder shall cause his or her spouse to execute and deliver to the Company a Spousal Consent within three (3) Business Days thereof.

Covenant to Vote. (a) Each The Principal Stockholder irrevocably and unconditionally agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 12 11 hereof: (i) at provided that (x) Buyer has delivered written notice to the Principal Stockholder with an instruction to vote as set forth in this Section 3(a)(i) because Buyer is not voting the Owned Shares subject to the proxy of the Principal Stockholder contained herein, the Principal Stockholder will execute and timely deliver (or expeditiously cause to be executed and timely delivered) any written consent with respect to all of his, her or its Owned Shares, and the Principal Stockholder shall not thereafter revoke, withdraw, modify or amend such written consent, or (y) Buyer has delivered written notice to the Principal Stockholder with an instruction to vote as set forth in this Section 3(a)(i) prior to any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Seller Parent Common Stock held during the term of this Agreement called to vote upon the Transaction, however called, such Principal Stockholder will, provided that such Principal Stockholder has received written notice from Purchaser within a reasonable period of time prior to any such meeting that Purchaser because Buyer is unable to vote not voting the Owned Shares subject to the irrevocable proxy set forth in Section 4 herein (of the “Proxy”) at Principal Stockholder contained herein, the meeting, Principal Stockholder shall appear at the each such meeting or otherwise expeditiously cause the all of his, her or its Owned Shares called to vote upon to be counted as present thereat for purposes of establishing a quorum and vote or consent (or expeditiously cause to be voted or consented) the such Owned Shares Shares, as follows: (1) in favor of the Transactionapproval of the adoption of the Purchase Agreement and the transactions contemplated thereby, including the Transactions, and otherwise in such manner as may be necessary or appropriate to consummate the transaction contemplated by the Purchase Agreement (including the Parent Stockholder Approval), and in connection therewith to execute any documents reasonably requested by Parent that are necessary or appropriate to effect the foregoing; (2) in favor of the adoption of the Purchase Agreement, in favor of the Transactions, and otherwise in such manner as may be necessary or appropriate to consummate the transactions contemplated by the Purchase Agreement (including the Parent Stockholder Approval); and (3) against any action, agreement or arrangement (a) related to or in furtherance of any Competing Proposal, (b) that would or could be reasonably be expected to result in a breach of any covenant, obligation, agreement, representation or warranty of Seller, Parent or (prior to Closing) the Company pursuant to the Purchase Agreement, or of any Principal Stockholder in this Agreement, (c) that would or could be reasonably be expected to result in any condition to Seller’s, Parent’s or (prior to Closing) the Company’s obligations under the Purchase Agreement not being completed in full and timely including, without limitation, any action that could breach or reasonably be expected to breach any representation, warranty or covenant in the Purchase Agreement, or (d) that would reasonably be expected to be inconsistent with or frustrate the purposes of the Stock Purchase Agreement or this Agreement (each of items 3(a)(i)(3)(a) through (d), a “Prohibited Act”). (ii) such The Principal Stockholder will execute and deliver (or cause to be executed and delivered) any written consent in favor of the Transaction with respect to all of the Owned Shares; and (iii) such Principal Stockholder will shall not vote, or cause to be voted, any Owned Shares (or otherwise provide a proxy or consent or enter into another voting agreement with respect thereto) in favor of any other Alternative ProposalProhibited Act, nor vote the Owned Shares whether by written consent or at a any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Seller Parent Common Stock nor execute any written consent in lieu of a meeting of holders of Seller Common Stock if such vote or consent by the holders of Seller Common Stock would be inconsistent with or frustrate the purposes of the other agreements of such Principal Stockholder pursuant to the Asset Purchase Agreement or this AgreementStock. (b) For purposes of clarity, each Principal Stockholder acknowledges that the covenant set forth in Section 3(a) applies even if the Board of Directors of Seller withdraws, modifies or qualifies in a manner adverse to Purchaser its recommendation regarding the Asset Purchase Agreement or the Transaction. (c) Each The Principal Stockholder hereby revokes any and all previous proxies with respect to such Principal Stockholder’s its Owned Shares.

Covenant to Vote. (a) 4.3.1 Each Principal Stockholder irrevocably and unconditionally agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 12 hereof: (i) at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Seller Common Stock held during the term of this Agreement called Shareholders agrees to vote upon the Transaction, however called, such Principal Stockholder will, provided that such Principal Stockholder has received written notice from Purchaser within a reasonable period of time prior to any such meeting that Purchaser is unable to vote the Owned Shares subject to the irrevocable proxy set forth in Section 4 herein (the “Proxy”) at the meeting, appear at the meeting or otherwise cause the Owned Shares to be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) the Owned Shares in favor of the Transaction; (ii) such Principal Stockholder will execute and deliver (or cause to be executed and delivered) any written consent in favor of the Transaction with respect to all of the Owned Shares; and (iii) such Principal Stockholder will not vote, or cause to be voted, in person or by proxy, all of the Shares owned or controlled by such Shareholder and entitled to vote at any Owned Shares annual or special meeting of the Shareholders of the Company called for the purpose of voting on the election of directors ("Voting Shares"), or otherwise provide to execute a proxy or written consent or enter into another voting agreement with respect theretoin lieu thereof, (a) in favor of any other Alternative Proposal, nor vote the Owned Shares at a meeting election or removal of the holders directors in accordance with the provisions of Seller Common Stock nor execute this Article 4, and (b) if required by Applicable Law, in favor of any transaction approved by the Board, if the Current Shareholder Director voted in favor of or consented to such transaction (each such transaction an "Approved Transaction"), and shall take all other necessary or desirable actions within his or its control (including, without limitation, attending all meetings in person or by proxy for purposes of obtaining a quorum and executing all written consent consents in lieu of a meeting meetings, as applicable), and the Company shall take all necessary and desirable actions within its control (including, without limitation, calling special Board and Shareholder meetings), to effectuate the provisions of holders this Article 4. Without limiting the generality of Seller Common Stock the foregoing, the Shareholders expressly agree that the Shareholders will vote their shares of Voting Shares in favor of the election or removal of the directors in accordance with the provisions of this Article 4 as if the cumulative voting provisions of any Applicable Law, statute or regulation did not apply to the election or removal of directors of the Company. 4.3.2 In addition to voting in favor of (or consenting to) such vote or consent Approved Transaction in accordance with Section 4.3.1, each Shareholder agrees to each take all necessary and desirable actions approved by the holders of Seller Common Stock would be inconsistent Board in connection with or frustrate the purposes consummation of the other agreements Approved Transaction, including the execution of such Principal Stockholder pursuant agreements and such instruments and other actions reasonably necessary to (a) provide the Asset Purchase Agreement or this Agreement. representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Transaction and (b) For purposes effectuate the allocation and distribution of claritythe aggregate consideration upon the Approved Transaction; provided that this Section 4.3.2 shall not require any Shareholder to indemnify the purchaser in any Approved Transaction for breaches of the representations, warranties or covenants of the Company or any other Shareholder, except to the extent (i) such Shareholder is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all Shareholders that are similarly situated and hold the same class or series of capital stock) and (ii) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Transaction; further provided that this Section 4.3.2 shall not require Blackksands to enter into any non-competition agreement, non-solicitation agreement or similar agreement restricting the manner in which Blacksands may conduct business in connection with such Approved Transaction. Further, each Principal Stockholder acknowledges that the covenant set forth in Section 3(aShareholder also agrees (1) applies even if the Board to refrain from exercising any dissenters’ rights or rights of Directors of Seller withdraws, modifies or qualifies in a manner adverse to Purchaser its recommendation regarding the Asset Purchase Agreement or the Transaction. (c) Each Principal Stockholder hereby revokes appraisal under Applicable Law at any and all previous proxies time with respect to such Principal StockholderApproved Transaction, and (2) to direct and use such Shareholder’s Owned Sharescommercially reasonable efforts to cause such Shareholder’s employees, agents and representatives not to, directly or indirectly, initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal for the Approved Transaction or any proposal that is intended, or could otherwise reasonably be expected, to delay, prevent, impair, interfere with, postpone or adversely affect the ability of the Company to consummate the Approved Transaction. All Shareholders will bear their pro rata share (based upon the amount of consideration to be received) of the reasonable costs of any Approved Transaction to the extent such costs are incurred for the benefit of all selling Shareholders and are not otherwise paid by the Company or the other party. Costs incurred by any Shareholder on its own behalf will not be considered costs of the Approved Transaction hereunder.

Covenant to Vote. (a) Each Principal Stockholder irrevocably and unconditionally agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 12 hereofAgreement: (i) at provided that (x) Reflect has delivered written notice to such Stockholder with an instruction to vote as set forth in this Section 3(a)(i) because Reflect is not voting the Owned Shares subject to the proxy of such Stockholder contained herein, such Stockholder will execute and timely deliver (or expeditiously cause to be executed and timely delivered) any meeting written consent with respect to all of his, her or its Owned Shares), and such Stockholder shall not thereafter revoke, withdraw, modify or amend such written consent, or (y) Reflect has delivered written notice to such Stockholder with an instruction to vote as set forth in this Section 3(a)(i) prior to the Company Stockholders’ Meeting (whether annual or special and whether or not an adjourned or postponed meetingfrom time to time) of the holders of Seller Common Stock held during the term of this Agreement called to vote upon the Transaction, however called, such Principal Stockholder will, provided that such Principal Stockholder has received written notice from Purchaser within a reasonable period of time prior to any such meeting that Purchaser Shares because Reflect is unable to vote not voting the Owned Shares subject to the irrevocable proxy set forth in Section 4 herein (the “Proxy”) at the meetingof such Stockholder contained herein, such Stockholder shall appear at the each such meeting or otherwise expeditiously cause the all of his, her or its Owned Shares called to vote upon to be counted as present thereat for purposes of establishing a quorum and vote or consent (or expeditiously cause to be voted or consented) the such Owned Shares Shares, as follows: (1) in favor of the TransactionCompany Proposal to approve the Merger Agreement and the Merger, and otherwise in such manner as may be necessary or appropriate to consummate the transactions contemplated by the Merger Agreement, and in connection therewith to execute any documents reasonably requested by Parent or the Company that are necessary or appropriate to effect the foregoing; (2) in favor of any proposal to adjourn or postpone the Company Stockholders’ Meeting to a later date if there are not sufficient votes to approve the Merger; and (3) against any action, agreement or arrangement (a) that would or would be reasonably be expected to result in a breach of any covenant, obligation, agreement, representation or warranty of the Company set forth in the Merger Agreement, or of any Stockholder in this Agreement, (b) that would or could be reasonably be expected to result in any condition to Reflect’s, Merger Sub’s or the Company’s obligations under the Merger Agreement not being completed in full and timely, including, without limitation, any action that would breach or reasonably be expected to breach any representation, warranty or covenant in the Merger Agreement, or (c) that would reasonably be expected to be inconsistent with or frustrate the purposes of the Merger Agreement or this Agreement (each of items 3(a)(i)(3)(a) through (c), a “Prohibited Act”). (ii) such Principal Such Stockholder will execute and deliver (or cause to be executed and delivered) any written consent in favor of the Transaction with respect to all of the Owned Shares; and (iii) such Principal Stockholder will shall not vote, or cause to be voted, any Owned Shares (or otherwise provide a proxy or consent or enter into another voting agreement with respect thereto) in favor of any other Alternative ProposalProhibited Act, nor vote the Owned Shares whether by written consent or at a any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Seller Common Stock nor execute any written consent in lieu of a meeting of holders of Seller Common Stock if such vote or consent by the holders of Seller Common Stock would be inconsistent with or frustrate the purposes of the other agreements of such Principal Stockholder pursuant to the Asset Purchase Agreement or this AgreementShares. (b) For purposes of clarity, each Principal Stockholder acknowledges that the covenant set forth in Section 3(a) applies even if the Board of Directors of Seller withdraws, modifies or qualifies in a manner adverse to Purchaser its recommendation regarding the Asset Purchase Agreement or the Transaction. (c) Each Principal Stockholder hereby revokes any and all previous proxies with respect to such Principal Stockholder’s Owned Shares. (c) Each Stockholder who has a spouse on the date of this Agreement shall cause such Stockholder’s spouse to execute and deliver to Parent a spousal consent in the form of Exhibit A hereto (a “Spousal Consent”) contemporaneously with such Stockholder’s execution of this Agreement, pursuant to which the spouse acknowledges that he or she has read and understood this Agreement and agrees to be bound by its terms and conditions. If any Stockholder should marry or engage in a marital relationship following the date of this Agreement, such Stockholder shall cause his or her spouse to execute and deliver to the Company a Spousal Consent within three (3) Business Days thereof.

Covenant to Vote. (a) Each Principal Stockholder irrevocably and unconditionally agrees that, during So long as The Ravich Revocable Trust of 1989 (the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 12 hereof: (i"Ravich Trust") at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) owns shares of the holders of Seller Common Stock held during the term of this Agreement called to vote upon the TransactionCompany's Series B preferred stock, however calledXxxx Xxxxxx, such Principal Stockholder will, provided that such Principal Stockholder has received written notice from Purchaser within a reasonable period of time prior to any such meeting that Purchaser is unable to vote the Owned Shares subject to the irrevocable proxy set forth acting in Section 4 herein (the “Proxy”) at the meeting, appear at the meeting or otherwise cause the Owned Shares to be counted his capacity as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) the Owned Shares in favor trustee of the Transaction; (ii) such Principal Stockholder will execute and deliver (or cause Ravich Trust, shall be entitled to be executed and delivered) any written consent in favor nominate one person for election as director of the Transaction with respect to all of the Owned Shares; and (iii) such Principal Stockholder will not vote, or cause to be voted, any Owned Shares (or otherwise provide a proxy or consent or enter into another voting agreement with respect thereto) in favor of any other Alternative Proposal, nor vote the Owned Shares at a meeting of the holders of Seller Common Stock nor execute any written consent in lieu of a meeting of holders of Seller Common Stock if such vote or consent by the holders of Seller Common Stock would be inconsistent with or frustrate the purposes of the other agreements of such Principal Stockholder pursuant to the Asset Purchase Agreement or this AgreementCompany. (b) For purposes Each of claritythe Shareholders shall appear in person or by proxy at any annual or special meeting of Shareholders called for the purpose of voting on the election of such director, if such director has been nominated for election, or removal of such director, if such director has been designated for removal, for the purpose of obtaining a quorum and shall vote or cause the vote of the Shares owned by such Shareholder in favor of such election of the director nominated, or removal and/or replacement of the director designated, in accordance with this Section 2.3. If the Ravich Trust does not designate a director pursuant to this Section 2.3, each Principal Stockholder acknowledges that of the covenant Shareholders shall appear in person or by proxy at any annual or special meeting of Shareholders for the purpose of obtaining a quorum and shall vote or cause the vote of the Shares owned by such Shareholder, for the re-election of the prior director designated by the Ravich Trust failing to exercise its rights to designate a director pursuant to this Section 2.3. Notwithstanding the foregoing, Xxxx Xxxxxxxx and Christiania Limited Partnership, as Shareholders entitled to appear, shall not be required to appear in person or by proxy at any annual or special meeting of Shareholders called for any purpose set forth in this Section 3(a2.3(b) applies even if the Board of Directors of Seller withdraws, modifies or qualifies in a manner adverse to Purchaser its recommendation regarding the Asset Purchase Agreement or the TransactionSection 2.3 (c). (c) Each Principal Stockholder hereby revokes The director designated by the Ravich Trust shall be subject to removal by the Ravich Trust, with or without cause. The Ravich Trust shall have the right to call a special meeting of Shareholders at any time, and from time to time, for the sole purpose of removing from the Board of the Company, with or without cause, any person nominated by the Ravich Trust for election as a director, and in such event, the Shareholders shall vote all previous proxies with respect of their Shares in support of such removal and for the election of such replacement as may be nominated by the Ravich Trust. The Shareholders shall then cause the Company to such Principal Stockholder’s Owned Sharesremove from the Board of the Company the person so removed and elect as a director of the Company the person who was elected as a replacement to the Board by the Ravich Trust.

Covenant to Vote. (a) Each Principal Stockholder irrevocably and unconditionally agrees thatDuring the Voting Period, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 12 hereof: (i) at any every meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders stockholders of Seller Common Stock held during the term of this Agreement called to vote upon the Transaction, however Company called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company, each Stockholder (in such Principal Stockholder will, provided that such Principal Stockholder has received written notice from Purchaser within a reasonable period of time prior to any such meeting that Purchaser is unable to vote the Owned Shares subject to the irrevocable proxy set forth in Section 4 herein (the “Proxy”Stockholder’s capacity as such) at the meeting, shall appear at the meeting or otherwise cause the Owned Voting Shares held beneficially or of record by such Stockholder to be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) the Owned Shares in favor fullest extent not inconsistent with all of the Transaction; (ii) such Principal voting requirements set forth in Section 3. If the Stockholder will execute and deliver (or cause to be executed and delivered) any written consent in favor is the beneficial owner, but not the record holder, of the Transaction Voting Shares, such Stockholder agrees to use commercially reasonable efforts to cause the record holder and any nominees to comply with the Proportionate Requirement with respect to all of the Owned Shares; and (iii) such Principal Stockholder will not vote, or cause Voting Shares subject to be voted, any Owned Shares (or otherwise provide a proxy or consent or enter into another voting agreement with respect thereto) in favor of any other Alternative Proposal, nor vote the Owned Shares at a meeting of the holders of Seller Common Stock nor execute any written consent in lieu of a meeting of holders of Seller Common Stock if such vote or consent by the holders of Seller Common Stock would be inconsistent with or frustrate the purposes of the other agreements of such Principal Stockholder pursuant to the Asset Purchase Agreement or this Agreement. (b) For purposes of clarity, each Principal Each Stockholder acknowledges and agrees that if such Stockholder attempts to vote or cause the covenant set forth voting of any of the Voting Shares other than in Section 3(a) applies even if compliance with this Agreement, the Board Company shall not, and each Stockholder hereby unconditionally and irrevocably instructs the Company not to, record such vote, in each case unless and until such Stockholder shall have complied with the terms of Directors of Seller withdraws, modifies or qualifies in a manner adverse to Purchaser its recommendation regarding the Asset Purchase Agreement or the Transactionthis Agreement. (c) Each Principal Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, during the Voting Period each Stockholder hereby revokes will not commit any act that prevents such Stockholder from voting all of the Voting Shares then owned of record or beneficially by such Stockholder in accordance with this Agreement or otherwise prevents or disables such Stockholder from performing any of such Stockholders’ obligations under this Agreement; provided, that Mr. Sun may pledge, assign or transfer up to 50% of his Voting Shares in connection with bona fide margin loans or other secured financing transactions provided such Voting Shares otherwise remain subject to the restrictions herein in all respects. Without limiting the generality of the foregoing, except for this Agreement and all previous proxies as otherwise permitted or required by this Agreement, during the Voting Period no Stockholder may enter into any voting agreement with any person or entity with respect to any of the Voting Shares, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Voting Shares, deposit any of the Voting Shares in a voting trust, or otherwise enter into any similar agreement or arrangement with any person or entity limiting or affecting such Principal Stockholder’s Owned Shareslegal power, authority and right to vote the Voting Shares as set forth in this Agreement. Xx. Xxxx is permitted to enter into and carry out his obligations under that certain Voting Agreement of even date herewith regarding the Business Combination.

Covenant to Vote. (a) Each Principal Stockholder irrevocably and unconditionally The Securityholder hereby agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 12 hereof: (i) that at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders Stockholders of Seller Common Stock held during the term of this Agreement called to vote upon the TransactionCompany, however called, such Principal Stockholder willand in any written action by consent of stockholders of the Company, provided unless there shall have occurred a Change in Recommendation in accordance with (and not in breach of) Section 6.11 of the Purchase Agreement or otherwise directed in writing by Purchaser, the Securityholder shall cause the Shares (if any) that such Principal Stockholder has received written notice from Purchaser within a reasonable period it Owns and is entitled to vote as of time prior to any the record date for such meeting that Purchaser is unable to vote the Owned Shares subject to the irrevocable proxy set forth in Section 4 herein (the “Proxy”) at the meeting, appear at the meeting or otherwise cause the Owned Shares to be counted as present thereat for purposes of establishing a quorum and vote or consent to vote: (or cause to be voted or consenteda) the Owned Shares in favor of approval of all proposals submitted by the TransactionCompany for the approval of the Contemplated Transactions by the Company’s Stockholders; (iib) such Principal Stockholder will execute and deliver against any Acquisition Proposal; (c) against any action, proposal, transaction or cause to be executed and delivered) agreement that would result in a breach of any written consent in favor representation, warranty, covenant or obligation of the Transaction with respect to all of Company in the Owned SharesPurchase Agreement; and (iiid) such Principal Stockholder will not voteagainst any other action, proposal, transaction or agreement that would compete with or serve to interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Contemplated Transactions; provided, however, that nothing in this Agreement shall be deemed to restrict, prohibit or limit the ability of any officer, partner or director of the Securityholder, in his or her capacity as an officer or director of the Company, from taking any action on behalf of the Company that is expressly permitted by the Purchase Agreement. Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict the Securityholder from (i) voting the Subject Securities in Securityholder’s sole discretion on any matter other than those matters referred to herein, or cause to be voted, any Owned Shares (ii) transferring or otherwise provide a proxy or consent or enter into another voting agreement with respect thereto) in favor disposing of any Shares to a third party free of all liens, encumbrances or other Alternative Proposalobligations under this Agreement, nor including without limitation, the covenant to vote the Owned Shares at a meeting under Section 4 hereof , it being understood that this Agreement is only an Agreement of the holders of Seller Common Stock nor execute any written consent in lieu of a meeting of holders of Seller Common Stock undersigned to vote such Shares that it Owns, if such vote or consent by the holders of Seller Common Stock would be inconsistent with or frustrate the purposes any, as of the other agreements applicable record date as provided herein. All rights, ownership and economic benefits of such Principal Stockholder pursuant and relating to the Asset Purchase Agreement Subject Securities shall remain vested in and belong to Securityholder, and neither Purchaser nor any other Person shall have any authority to exercise any power or this Agreementauthority to direct Securityholder in the voting of any of the Subject Securities, except as otherwise specifically provided herein, or in the performance of Securityholder’s duties or responsibilities as a stockholder of the Company. (b) For purposes of clarity, each Principal Stockholder acknowledges that the covenant set forth in Section 3(a) applies even if the Board of Directors of Seller withdraws, modifies or qualifies in a manner adverse to Purchaser its recommendation regarding the Asset Purchase Agreement or the Transaction. (c) Each Principal Stockholder hereby revokes any and all previous proxies with respect to such Principal Stockholder’s Owned Shares.

Covenant to Vote. (a) Each Principal Stockholder irrevocably and unconditionally agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 12 hereof: (i) at provided that (x) Buyer has delivered written notice to such Principal Stockholder with an instruction to vote as set forth in this Section 3(a)(i) because Buyer is not voting the Owned Shares subject to the Proxy, such Principal Stockholder will execute and timely deliver (or expeditiously cause to be executed and timely delivered) any written consent with respect to all of his, her or its Owned Shares), and such Principal Stockholder shall not thereafter revoke, withdraw, modify or amend such written consent, or (y) Buyer has delivered written notice to such Principal Stockholder with an instruction to vote as set forth in this Section 3(a)(i) prior to any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Seller Parent Common Stock held during the term of this Agreement called to vote upon the Transaction, however called, such Principal Stockholder will, provided that such Principal Stockholder has received written notice from Purchaser within a reasonable period of time prior to any such meeting that Purchaser because Buyer is unable to vote not voting the Owned Shares subject to the irrevocable proxy set forth in Section 4 herein (the “Proxy”) at the meeting, such Principal Stockholder shall appear at the each such meeting or otherwise expeditiously cause the all of his, her or its Owned Shares called to vote upon to be counted as present thereat for purposes of establishing a quorum and vote or consent (or expeditiously cause to be voted or consented) the such Owned Shares Shares, as follows: (1) in favor of the approval of the adoption of the Purchase Agreement and the transactions contemplated thereby, including the Transaction, and otherwise in such manner as may be necessary or appropriate to consummate the transaction contemplated by the Purchase Agreement (including the Parent Stockholder Approval), and in connection therewith to execute any documents reasonably requested by Parent that are necessary or appropriate to effect the foregoing; (2) in favor of the adoption of the Purchase Agreement, in favor of the Transactions, and otherwise in such manner as may be necessary or appropriate to consummate the transactions contemplated by the Purchase Agreement (including the Parent Stockholder Approval); and (3) against any action, agreement or arrangement (a) related to or in furtherance of any Competing Proposal, (b) that would or could be reasonably be expected to result in a breach of any covenant, obligation, agreement, representation or warranty of Seller, Parent or (prior to Closing) the Company pursuant to the Purchase Agreement, (c) that would or could be reasonably be expected to result in any condition to Seller’s, Parent’s or (prior to Closing) the Company’s obligations under the Purchase Agreement not being completed in full and timely including, without limitation, any action that could breach or reasonably be expected to breach any representation, warranty or covenant in the Purchase Agreement, or (d) that would reasonably be expected to be inconsistent with or frustrate the purposes of the Stock Purchase Agreement or this Agreement (each of items 3(a)(i)(3)(a) through (d), a “Prohibited Act”). (ii) such Such Principal Stockholder will execute and deliver (or cause to be executed and delivered) any written consent in favor of the Transaction with respect to all of the Owned Shares; and (iii) such Principal Stockholder will shall not vote, or cause to be voted, any Owned Shares (or otherwise provide a proxy or consent or enter into another voting agreement with respect thereto) in favor of any other Alternative ProposalProhibited Act, nor vote the Owned Shares whether by written consent or at a any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Seller Parent Common Stock nor execute any written consent in lieu of a meeting of holders of Seller Common Stock if such vote or consent by the holders of Seller Common Stock would be inconsistent with or frustrate the purposes of the other agreements of such Principal Stockholder pursuant to the Asset Purchase Agreement or this AgreementStock. (b) For purposes of clarity, each Principal Stockholder acknowledges that the covenant set forth in Section 3(a) applies even if the Board of Directors of Seller withdraws, modifies or qualifies in a manner adverse to Purchaser its recommendation regarding the Asset Purchase Agreement or the Transaction. (c) Each Principal Stockholder hereby revokes any and all previous proxies with respect to such Principal Stockholder’s Owned Shares. (c) Each Principal Stockholder who has a spouse on the date of this Agreement shall cause such Principal Stockholder’s spouse to execute and deliver to Buyer a spousal consent in the form of Exhibit A hereto (a “Spousal Consent”) contemporaneously with such Principal Stockholder’s execution of this Agreement, pursuant to which the spouse acknowledges that he or she has read and understood this Agreement and agrees to be bound by its terms and conditions. If any Principal Stockholder should marry or engage in a Marital Relationship following the date of this Agreement, such Principal Stockholder shall cause his or her spouse to execute and deliver to the Company a Spousal Consent within three (3) Business Days thereof.

Covenant to Vote. (a) Each Principal Stockholder The Securityholder hereby irrevocably and unconditionally agrees thatcovenants, during undertakes and agrees, from time to time, until the period commencing on earlier of (i) the date hereof Effective Time, and continuing until (ii) the termination of this Agreement in accordance with Section 12 11 hereof, other than with respect to a Takeover Offer: (ia) at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Seller Common Stock held during the term of this Agreement called to vote upon the Transaction, however called, such Principal Stockholder will, provided that such Principal Stockholder has received written notice from Purchaser within a reasonable period of time prior to any such meeting that Purchaser is unable to vote the Owned Shares subject to the irrevocable proxy set forth in Section 4 herein (the “Proxy”) at the meeting, appear at the meeting or otherwise cause the Owned Shares to be counted as present thereat for purposes of establishing quorum all the Buyer Securities, at any meeting of any of the securityholders of Buyer at which the Securityholder is entitled to vote, including the Buyer Shareholders’ Meeting, or at any adjournment thereof or in any other circumstances upon which a quorum vote, consent or other approval with respect to the transactions contemplated by the Arrangement Agreement is sought, or in any action by written consent of any of the securityholders of Buyer, and to vote or consent (or cause to be voted (in person, by proxy, by action by written consent, as applicable, or consented) as otherwise may be required or permitted under the Owned Shares in favor articles of the TransactionBuyer or the terms of the applicable security) all the Buyer Securities, in favour of the approval, consent, ratification and adoption of the Buyer Shareholder Approval Matters; (iib) such Principal Stockholder will execute to cause to be counted as present for purposes of establishing quorum all the Buyer Securities, at any meeting of any of the securityholders of Buyer at which the Securityholder is entitled to vote, or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval, with respect to matters contemplated by clause (A), clause (B) or clause (C) of this Section 5(b), is sought, or in any action by written consent of any of the securityholders of Buyer, and deliver (to vote or cause to be executed and deliveredvoted (in person, by proxy or by action by written consent, as applicable, or as otherwise may be required or permitted under the articles of Buyer or the terms of the applicable security) all the Buyer Securities, in opposition to: (A) any written consent Acquisition Proposal; (B) any other matter, action or proposal which would reasonably be expected to result in favor of the Transaction with respect to all of the Owned Shares; and (iii) such Principal Stockholder will not vote, or cause to be voted, any Owned Shares (or otherwise provide a proxy or consent or enter into another voting agreement with respect thereto) in favor breach of any representation, warranty, covenant or other Alternative Proposal, nor vote obligation of Buyer under the Owned Shares at a meeting of the holders of Seller Common Stock nor execute any written consent in lieu of a meeting of holders of Seller Common Stock Arrangement Agreement if such vote matter, action or consent proposal requires securityholder approval and is communicated as being such a breach in a notice in writing delivered by the holders of Seller Common Stock would be inconsistent with or frustrate the purposes of the other agreements of such Principal Stockholder pursuant Company to the Asset Purchase Agreement Securityholder; and (C) or this Agreement. (b) For purposes any other proposed action, transaction or agreement by or involving Buyer or any of clarity, each Principal Stockholder acknowledges that its Affiliates or the covenant set forth in Section 3(a) applies even if the Board of Directors of Seller withdraws, modifies Securityholder or qualifies any other Person in a manner adverse which could reasonably be expected to Purchaser its recommendation regarding prevent, hinder or delay the Asset Purchase Agreement or successful completion of the Transaction.Arrangement; (c) Each Principal Stockholder to execute and deliver all related documentation and take such other actions in support of the Arrangement and the Transactions contemplated by the Arrangement Agreement as shall reasonably be requested by the Company or Buyer to consummate the Transactions; (d) to not withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify support for the transactions contemplated by the Arrangement Agreement; (e) that the Securityholder hereby revokes any and all previous proxies granted or voting instruction forms or other agreement or documents that conflict, or are inconsistent, with the matters set forth in this Agreement; (f) to not take any other action of any kind, directly or indirectly, which would make any representation or warranty of the Securityholder set forth in this Agreement untrue or incorrect in any material respect or might reasonably be regarded, individually or in the aggregate, as likely to reduce the success of, or delay or interfere with, the completion of the Transactions contemplated by the Arrangement Agreement; (g) the Securityholder shall be bound by and subject to Section 5.4 (Confidentiality and Access to Information) and Section 5.6(a) (Public Announcements) of the Arrangement Agreement to the same extent that Section 5.4 (Confidentiality and Access to Information) and 5.6(a) (Public Announcements) of the Arrangement Agreement apply to Buyer, mutatis mutandis, as if the Securityholder is directly party thereto; provided that, notwithstanding anything in this Agreement to the contrary, any breach by Buyer of its obligations under the Arrangement Agreement shall not be considered a breach of this Section 5(g); and (h) the Securityholder hereby grants an irrevocable power of attorney and hereby irrevocably constitutes and appoints the Company, or any individual designated by the Company, as attorney in fact (which appointment is coupled with an interest), with full power of substitution in favour of the Company, to take all such actions and execute and deliver such documents, instruments or agreements as are necessary to give effect to the covenants set forth in this Agreement. Notwithstanding anything in this Agreement to the contrary, nothing herein will be construed to limit or affect any action or inaction by the Securityholder or any representative of the Securityholder serving as a member of the Buyer Board or as an officer, employee or fiduciary of Buyer or any of its Subsidiaries, in each case, acting in such person’s capacity as a director, officer, employee or fiduciary of such Buyer or Subsidiary, including with respect to such Principal Stockholder’s Owned Sharesa Takeover Offer. Except as contemplated by this Agreement, the Securityholder has not (x) entered into, and shall not enter into at any time while this Agreement remains in effect, any voting agreement or voting trust or other arrangement or agreement with respect to the Buyer Securities that would prohibit, undermine, limit or otherwise adversely affect its compliance with its obligations pursuant to this Agreement, or (y) granted, and shall not grant at any time while this Agreement remains in effect, a proxy or power of attorney with respect to the Buyer Securities, in either case, which is inconsistent with its obligations pursuant to this Agreement.

Covenant to Vote. (a) Each Principal Stockholder irrevocably and unconditionally agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 12 hereof: (i) at provided that (x) Buyer has delivered written notice to such Principal Stockholder with an instruction to vote as set forth in this Section 3(a)(i) because Buyer is not voting the Owned Shares subject to the proxy of such Principal Stockholder contained herein, such Principal Stockholder will execute and timely deliver (or expeditiously cause to be executed and timely delivered) any written consent with respect to all of his, her or its Owned Shares), and such Principal Stockholder shall not thereafter revoke, withdraw, modify or amend such written consent, or (y) Buyer has delivered written notice to such Principal Stockholder with an instruction to vote as set forth in this Section 3(a)(i) prior to any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Seller Parent Common Stock held during the term of this Agreement called to vote upon the Transaction, however called, such Principal Stockholder will, provided that such Principal Stockholder has received written notice from Purchaser within a reasonable period of time prior to any such meeting that Purchaser because Buyer is unable to vote not voting the Owned Shares subject to the irrevocable proxy set forth in Section 4 herein (the “Proxy”) at the meetingof such Principal Stockholder contained herein, such Principal Stockholder shall appear at the each such meeting or otherwise expeditiously cause the all of his, her or its Owned Shares called to vote upon to be counted as present thereat for purposes of establishing a quorum and vote or consent (or expeditiously cause to be voted or consented) the such Owned Shares Shares, as follows: (1) in favor of the Transactionapproval of the adoption of the Purchase Agreement and the transactions contemplated thereby, including the Transactions, and otherwise in such manner as may be necessary or appropriate to consummate the transaction contemplated by the Purchase Agreement (including the Parent Stockholder Approval), and in connection therewith to execute any documents reasonably requested by Parent that are necessary or appropriate to effect the foregoing; (2) in favor of the adoption of the Purchase Agreement, in favor of the Transactions, and otherwise in such manner as may be necessary or appropriate to consummate the transactions contemplated by the Purchase Agreement (including the Parent Stockholder Approval); and (3) against any action, agreement or arrangement (a) related to or in furtherance of any Competing Proposal, (b) that would or could be reasonably be expected to result in a breach of any covenant, obligation, agreement, representation or warranty of Seller, Parent or (prior to Closing) the Company pursuant to the Purchase Agreement, or of any Principal Stockholder in this Agreement, (c) that would or could be reasonably be expected to result in any condition to Seller’s, Parent’s or (prior to Closing) the Company’s obligations under the Purchase Agreement not being completed in full and timely including, without limitation, any action that could breach or reasonably be expected to breach any representation, warranty or covenant in the Purchase Agreement, or (d) that would reasonably be expected to be inconsistent with or frustrate the purposes of the Stock Purchase Agreement or this Agreement (each of items 3(a)(i)(3)(a) through (d), a “Prohibited Act”). (ii) such Such Principal Stockholder will execute and deliver (or cause to be executed and delivered) any written consent in favor of the Transaction with respect to all of the Owned Shares; and (iii) such Principal Stockholder will shall not vote, or cause to be voted, any Owned Shares (or otherwise provide a proxy or consent or enter into another voting agreement with respect thereto) in favor of any other Alternative ProposalProhibited Act, nor vote the Owned Shares whether by written consent or at a any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Seller Parent Common Stock nor execute any written consent in lieu of a meeting of holders of Seller Common Stock if such vote or consent by the holders of Seller Common Stock would be inconsistent with or frustrate the purposes of the other agreements of such Principal Stockholder pursuant to the Asset Purchase Agreement or this AgreementStock. (b) For purposes of clarity, each Principal Stockholder acknowledges that the covenant set forth in Section 3(a) applies even if the Board of Directors of Seller withdraws, modifies or qualifies in a manner adverse to Purchaser its recommendation regarding the Asset Purchase Agreement or the Transaction. (c) Each Principal Stockholder hereby revokes any and all previous proxies with respect to such Principal Stockholder’s Owned Shares. (c) Each Principal Stockholder who has a spouse on the date of this Agreement shall cause such Principal Stockholder’s spouse to execute and deliver to Buyer a spousal consent in the form of Exhibit A hereto (a “Spousal Consent”) contemporaneously with such Principal Stockholder’s execution of this Agreement, pursuant to which the spouse acknowledges that he or she has read and understood this Agreement and agrees to be bound by its terms and conditions. If any Principal Stockholder should marry or engage in a marital relationship following the date of this Agreement, such Principal Stockholder shall cause his or her spouse to execute and deliver to the Company a Spousal Consent within three (3) Business Days thereof.

Covenant to Vote. (a) Each Principal Stockholder irrevocably and unconditionally The Securityholder hereby agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 12 hereof: (i) that at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders stockholders of Seller Common Stock held during the term of this Agreement called to vote upon the TransactionCompany, however called, such Principal Stockholder willand in any written action by consent of stockholders of the Company, provided that such Principal Stockholder has received written notice from Purchaser within unless there shall have occurred a reasonable period Change in Recommendation in accordance with (and not in breach of) Section 6.11 of time prior to any such meeting that Purchaser is unable to vote the Owned Shares subject to the irrevocable proxy set forth in Section 4 herein (the “Proxy”) at the meeting, appear at the meeting Purchase Agreement or otherwise directed in writing by Purchaser, the Securityholder shall cause the Owned Shares to be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause if any) to be voted or consentedand, to the fullest extent legally permitted, cause holders of record of the Subject Securities to vote: (a) the Owned Shares in favor of approval of all proposals submitted by the Transaction; (ii) such Principal Stockholder will execute and deliver (or cause to be executed and delivered) any written consent in favor Company for the approval of the Transaction with respect to all of Contemplated Transactions by the Owned SharesCompany’s Stockholders; and (iii) such Principal Stockholder will not vote, or cause to be voted, any Owned Shares (or otherwise provide a proxy or consent or enter into another voting agreement with respect thereto) in favor of any other Alternative Proposal, nor vote the Owned Shares at a meeting of the holders of Seller Common Stock nor execute any written consent in lieu of a meeting of holders of Seller Common Stock if such vote or consent by the holders of Seller Common Stock would be inconsistent with or frustrate the purposes of the other agreements of such Principal Stockholder pursuant to the Asset Purchase Agreement or this Agreement. (b) For purposes of clarity, each Principal Stockholder acknowledges that the covenant set forth in Section 3(a) applies even if the Board of Directors of Seller withdraws, modifies or qualifies in a manner adverse to Purchaser its recommendation regarding the Asset Purchase Agreement or the Transaction.against any Acquisition Proposal; (c) Each Principal Stockholder hereby revokes against any action, proposal, transaction or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Purchase Agreement; and (d) against any other action, proposal, transaction or agreement that would compete with or serve to interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Contemplated Transactions; provided, however, that nothing in this Agreement shall be deemed to restrict, prohibit or limit the ability of the Securityholder, in his or her capacity as an officer or director of the Company, from taking any action on behalf of the Company that is expressly permitted by the Purchase Agreement. Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict the Securityholder from voting the Subject Securities in Securityholder’s sole discretion on any matter other than those matters referred to herein. All rights, ownership and all previous proxies with respect economic benefits of and relating to such Principal Stockholderthe Subject Securities shall remain vested in and belong to Securityholder, and neither Purchaser nor any other Person shall have any authority to exercise any power or authority to direct Securityholder in the voting of any of the Subject Securities, except as otherwise specifically provided herein, or in the performance of Securityholder’s Owned Sharesduties or responsibilities as a stockholder of the Company.