Common use of Covenants of Stockholder Clause in Contracts

Covenants of Stockholder. Subject to Section 9 hereof, Stockholder agrees as follows: (a) Without in any way limiting Stockholder's right to vote the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval (including by written consent), at any meeting of the stockholders of Parent called upon to approve and adopt the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock in connection with the Merger or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger Agreement and the Merger is sought, Stockholder shall vote (or cause to be voted) the Subject Shares (which number of shares may be greater or less than the number of shares as of the date hereof): (i) in favor of the Merger, the approval and adoption by Parent of the Merger Agreement, approval of the issuance of Parent Common Stock in connection with the Merger and approval of the other transactions contemplated by the Merger Agreement; and (ii) against any amendment of Parent's certificate of incorporation or by-laws or equivalent organizational documents or other proposal or transaction involving Parent or any of its Subsidiaries which amendment or other proposal or transaction would or could reasonably be expected to impede, frustrate, prevent, nullify or result in a breach of any representation, warranty or covenant or any other obligation or agreement of Parent Company under or with respect to, the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with the Merger or any of the transactions contemplated by the Merger Agreement or by this Agreement. (b) Stockholder agrees not to transfer, sell, assign, exchange, pledge or otherwise dispose of or encumber any of the Subject Shares, or to make any offer or agreement relating thereto, at any time prior to the termination of this Agreement. Notwithstanding the foregoing, (i) Stockholder may, during the term of this Agreement, gift, sell or otherwise transfer the Subject Shares to (x) a member or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) above, and (ii) a Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whom, directly or indirectly, such transferring Stockholder acquired said Subject Shares or parties to whom such transferring Stockholder is permitted to transfer Parent Common Stock pursuant to this sentence; provided, however, in the case of any gift, sale or other transfer pursuant to this paragraph, at the time of and as a condition to such gift, sale or other transfer, the permitted transferee shall provide to Company its written agreement to be bound by the terms of this Agreement and to perform all of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. Furthermore, Stockholder shall not, except as contemplated by this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect to the Subject Shares, deposit the Subject Shares into a voting trust or enter into a voting agreement or any other arrangement with respect to the Subject Shares.

Covenants of Stockholder. Subject to Until the termination of this Agreement in accordance with Section 9 hereof, Stockholder agrees as follows4: (a) Without The Stockholder shall attend the Stockholder Meeting, in any way limiting Stockholder's right to vote the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent person or other approval (including by written consent), at any meeting of the stockholders of Parent called upon to approve and adopt the Merger Agreement and the Mergerproxy, and to approve at the issuance of Parent Common Stock in connection with the Merger Stockholder Meeting (or at any adjournment thereof thereof) or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger Agreement and the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares (which number of shares may be greater or less than the number of shares as of the date hereof): (i) in favor of the Merger, the approval and adoption by Parent of the Merger Agreement, Agreement and the approval of the issuance of Parent Common Stock in connection with the Merger terms thereof and approval each of the other transactions contemplated by the Merger Agreement; and. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries or any other Takeover Proposal or (ii) against any amendment of Parentthe Company's certificate Certificate of incorporation Incorporation, as amended, or by-laws or equivalent organizational documents Amended and Restated Bylaws or other proposal or transaction involving Parent the Company or any of its Subsidiaries Subsidiaries, which amendment or other proposal or transaction would or could reasonably be expected to in any manner impede, frustrate, prevent, prevent or nullify or result in a breach of any representation, warranty or covenant or any other obligation or agreement of Parent Company under or with respect to, the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or by this Agreementchange in any manner the voting rights of any class of capital stock of the Company. The Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (bc) The Stockholder agrees not to to, directly or indirectly, (i) sell, transfer, sellpledge, assign, exchange, pledge assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or encumber enter into any contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of the Subject Shares to any person; (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in relation to the Subject Shares, and agrees not to commit or agree to take any of the foregoing actions; or (iii) take any action that would reasonably be expected to make any offer of its representations or agreement relating thereto, at warranties contained herein untrue or incorrect or have the effect of impairing the ability of such Stockholder to perform such Stockholder's obligations under this Agreement or preventing or delaying the consummation of any time prior to of the termination of this Agreementtransactions contemplated hereby. Notwithstanding the foregoing, this Agreement shall not prohibit a Transfer of Company Common Stock by Stockholder (i) to any member of his immediate family, or to a trust for the benefit of Stockholder mayor any member of his immediate family; (ii) on the death of Stockholder; or (iii) if Stockholder is a partnership or limited liability company, during the term of this Agreement, gift, sell to one or otherwise transfer the Subject Shares to (x) a member more partners or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) above, and (ii) a Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whom, directly or indirectly, such transferring Stockholder acquired said Subject Shares or parties to whom such transferring Stockholder is permitted to transfer Parent Common Stock pursuant to this sentencean affiliated corporation under common control with Stockholder; provided, however, that a Transfer referred to in the case of any giftthis sentence shall be permitted only if, sale or other transfer pursuant to this paragraph, at the time of and as a condition precondition to such gift, sale or other transferTransfer, the permitted transferee shall provide agrees in a writing, reasonably satisfactory in form and substance to Company its written agreement Parent and Acquiror, to be bound by the terms of this Agreement and to perform all of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. Furthermore, Agreement. (d) The Stockholder shall not, except as contemplated by this Agreementnor shall the Stockholder authorize any investment banker, attorney or other advisor or representative of the Stockholder to, (i) directly or indirectlyindirectly solicit, grant initiate or encourage the submission of, any proxies Takeover Proposal or powers of attorney (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to the Subject SharesCompany or any Subsidiary in connection with, deposit or take any other action to facilitate any inquiries or the Subject making of any proposal that constitutes or may reasonably be expected to lead to, any Takeover Proposal. (e) The Stockholder shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Acquiror in doing, all things reasonably necessary, proper or advisable to support and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement. (f) In the event (i) of any stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock or other securities of the Company on, of or affecting the Shares into a voting trust or enter into a voting agreement the like or any other arrangement with respect action that would have the effect of changing a Stockholder's ownership of the Company's capital stock or other securities or (ii) a Stockholder becomes the beneficial owner of any additional Shares or other securities of the Company, then the terms of this Agreement will apply to the shares of capital stock held by the Stockholder immediately following the effectiveness of the events described in clause (i) or the Stockholder becoming the beneficial owner thereof, as described in clause (ii), as though they were Subject SharesShares hereunder. (g) The Stockholder agrees to promptly notify Acquiror in writing of the nature and amount of any acquisition, or any other transaction which has the effect of increasing the number of shares held directly or beneficially by such Stockholder, of any voting securities of the Company acquired by such Stockholder after the date hereof.

Covenants of Stockholder. Subject to Section 9 hereof, Stockholder agrees as follows: (a) Without in any way limiting Stockholder's right to vote the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval (including by written consent), at any meeting of the stockholders of Parent Company called upon to approve and adopt the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock in connection with the Merger or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger Agreement and the Merger is sought, Stockholder shall vote (or cause to be voted) the Subject Shares (which number of shares may be greater or less than the number of shares as of the date hereof): (i) in favor of the Merger, the approval and adoption by Parent Company of the Merger Agreement, approval of the issuance of Parent Common Stock in connection with the Merger Agreement and approval of the other transactions contemplated by the Merger Agreement; and (ii) against (x) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantially all of Company's assets, sale or issuance of securities of Company or any of its Subsidiaries, reorganization, joint venture, recapitalization, dissolution, liquidation or winding up of or by Company or any of its Subsidiaries and (y) any amendment of ParentCompany's certificate of incorporation or by-laws or equivalent organizational documents or other proposal or transaction involving Parent Company or any of its Subsidiaries which amendment or other proposal or transaction would or could reasonably be expected to impede, frustrate, prevent, nullify or result in a breach of any representation, warranty or covenant or any other obligation or agreement of Parent Company under or with respect to, the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with the Merger Agreement or any of the transactions contemplated by the Merger Agreement or by this Agreement. (b) With respect to Stockholder's right to elect among different forms of Merger Consideration pursuant to the terms of the Merger Agreement, Stockholder hereby agrees to make only a Stock Election with respect to the Subject Shares. (c) Stockholder agrees not to transfer, sell, assign, exchange, pledge or otherwise dispose of or encumber any of the Subject Shares, or to make any offer or agreement relating thereto, at any time prior to the termination of this Agreement. Notwithstanding the foregoing, (i) Stockholder may, during the term of this Agreement, gift, sell or otherwise transfer the Subject Shares to (x) a member or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) above, and (ii) a Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whom, directly or indirectly, such transferring Stockholder acquired said Subject Shares or parties to whom such transferring Stockholder is permitted to transfer Parent Company Common Stock pursuant to this sentence; provided, however, in the case of any gift, sale or other transfer pursuant to this paragraph, at the time of and as a condition to such gift, sale or other transfer, the permitted transferee shall provide to Company Parent its written agreement to be bound by the terms of this Agreement and to perform all of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to CompanyParent. Furthermore, Stockholder shall not, except as contemplated by this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect to the Subject Shares, deposit the Subject Shares into a voting trust or enter into a voting agreement or any other arrangement with respect to the Subject Shares. (d) Stockholder shall comply with the terms of Section 7.4 of the Merger Agreement, provided, however, that Stockholder shall be deemed to be a Company Representative at all times for purposes of Section 7.4 of the Merger Agreement (regardless of whether Stockholder is in fact a Company Representative at the relevant time). (e) As soon as practicable following the request of at least two of (i) Stockholder, (ii) the Company Special Committee and (iii) the Parent Special Committee (any two of such parties collectively referred to as the "Requesting Parties"), Stockholder shall (x) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by the Merger Agreement, including, without limitation, Stockholder's receipt of shares of Parent Common Stock in the Merger, (y) supply as promptly as practicable any additional information or documentation that may be requested pursuant to the HSR Act and (z) use its reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act. All actual and documented Expenses incurred by Stockholder in connection with complying with the immediately preceding sentence shall be paid equally by Parent and Company; provided, however, in the event that, notwithstanding the Requesting Parties' request for Stockholder to make the filing contemplated by the immediately preceding sentence, Stockholder would have otherwise been required to make such filing in order to receive all of the shares of Parent Common Stock contemplated by the Merger Agreement in compliance with the HSR Act, assuming for purposes of this determination that Stockholder receives such shares of Parent Common Stock on the Closing Date, then Stockholder shall promptly reimburse Parent and Company (or reimburse only Parent, if after the Closing Date) for such Expenses actually paid by Parent and Company upon the written request of either Parent or Company. If, on the Closing Date, (x) any waiting period (and any extension thereof) applicable to Stockholder's acquisition of Parent Common Stock in the Merger under the HSR Act shall not have been terminated or shall not have expired or (y) a Notification and Report Form pursuant to the HSR Act has not been filed with respect to Stockholder's receipt of such Parent Common Stock and Stockholder would be required to make such filing in order to receive all of the shares of Parent Common Stock contemplated by the Merger Agreement in compliance with the HSR Act, assuming for purposes of this determination that Stockholder receives such shares of Parent Common Stock on the Closing Date, then Stockholder shall promptly on the Closing Date enter into an escrow arrangement, which arrangement shall be structured to allow the consummation of the Merger without any violation of the HSR Act, pursuant to which the shares of Parent Common Stock to be received by Stockholder in the Merger will be held in such escrow pending the termination or expiration of the applicable waiting period.

Covenants of Stockholder. Subject to Until the termination of this Agreement in accordance with Section 9 hereof4, Stockholder agrees as follows: (a) Without in any way limiting Stockholder's right to vote the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval (including by written consent), at any meeting of the stockholders of Parent called upon to approve and adopt So long as the Merger Agreement and has not been terminated, the MergerStockholder shall tender pursuant to the Offer, and to approve not withdraw, the issuance of Parent Common Stock in connection with the Merger Subject Shares. (b) At any stockholders meeting (or at any adjournment thereof thereof) or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger or the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares in favor of the Merger, the approval and adoption of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (c) At any meeting of stockholders of the Company (or at any adjournment thereof) or in any other circumstances upon which a vote, consent or other approval is sought, other than with respect to the Merger or Merger Agreement, the Stockholder shall vote (or cause to be voted) the Subject Shares (which number i) against any merger agreement or merger, consolidation, combination, sale, lease or transfer of shares may be greater all or less substantially all of the assets of the Company, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any Subsidiary of the Company or any other Takeover Proposal; (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; or (iii) against the following actions (other than the number of shares as Merger and the transactions contemplated by the Merger Agreement); (A) any change in a majority of the date hereof):persons who constitute the board of directors of the Company; (B) any change in the present capitalization of the Company or any amendment of the Company's Certificate of Incorporation or By-laws; (C) any other material change in the Company's corporate structure or business; or (D) any other action involving the Company or its subsidiaries which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or materially adversely affect the Merger and the transactions contemplated by this Agreement and the Merger Agreement. The Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (d) Except as provided in paragraph (a) of this Section 2, the Stockholder agrees not to (i) in favor sell, transfer, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter into any contract, option or other arrangement (including any profit-sharing arrangement) with respect to any Transfer of the MergerSubject Shares to any person (other than Parent) or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in relation to the approval Subject Shares, and adoption by Parent agrees not to commit or agree to take any of the Merger Agreementforegoing actions. (e) The Stockholder shall not, approval nor shall the Stockholder permit any affiliate, director, officer, employee, investment banker, attorney or other advisor or representative of the issuance Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Takeover Proposal. (f) The Stockholder shall use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Parent Common Stock in connection with doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and approval of the other transactions contemplated by the Merger Agreement; and (ii) against any amendment of Parent's certificate of incorporation or by-laws or equivalent organizational documents or other proposal or transaction involving Parent or any of its Subsidiaries which amendment or other proposal or transaction would or could reasonably be expected to impede, frustrate, prevent, nullify or result in a breach of any representation, warranty or covenant or any other obligation or agreement of Parent Company under or with respect to, the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with the Merger or any of the transactions contemplated by the Merger Agreement or by this Agreement. (b) Stockholder agrees not to transfer, sell, assign, exchange, pledge or otherwise dispose of or encumber any of the Subject Shares, or to make any offer or agreement relating thereto, at any time prior to the termination of this Agreement. Notwithstanding the foregoing, (i) Stockholder may, during the term of this Agreement, gift, sell or otherwise transfer the Subject Shares to (x) a member or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) above, and (ii) a Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whom, directly or indirectly, such transferring Stockholder acquired said Subject Shares or parties to whom such transferring Stockholder is permitted to transfer Parent Common Stock pursuant to this sentence; provided, however, in the case of any gift, sale or other transfer pursuant to this paragraph, at the time of and as a condition to such gift, sale or other transfer, the permitted transferee shall provide to Company its written agreement to be bound by the terms of this Agreement and to perform all of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. Furthermore, Stockholder shall not, except as contemplated by this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect to the Subject Shares, deposit the Subject Shares into a voting trust or enter into a voting agreement or any other arrangement with respect to the Subject Shares.

Covenants of Stockholder. Subject to Section 9 hereof, Stockholder agrees as follows: (a) Without in any way limiting Stockholder's right to vote the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval (including by written consent), at any meeting of the stockholders of Parent Company called upon to approve and adopt the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock in connection with the Merger or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger Agreement and the Merger is sought, Stockholder shall vote (or cause to be voted) the Subject Shares (which number of shares may be greater or less than the number of shares as of the date hereof): (i) in favor of the Merger, the approval and adoption by Parent Company of the Merger Agreement, approval of the issuance of Parent Common Stock in connection with the Merger Agreement and approval of the other transactions contemplated by the Merger Agreement; and (ii) against (x) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantially all of Company's assets, sale or issuance of securities of Company or any of its Subsidiaries, reorganization, joint venture, recapitalization, dissolution, liquidation or winding up of or by Company or any of its Subsidiaries and (y) any amendment of ParentCompany's certificate of incorporation or by-laws or equivalent organizational documents or other proposal or transaction involving Parent Company or any of its Subsidiaries which amendment or other proposal or transaction would or could reasonably be expected to impede, frustrate, prevent, nullify or result in a breach of any representation, warranty or covenant or any other obligation or agreement of Parent Company under or with respect to, the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with the Merger Agreement or any of the transactions contemplated by the Merger Agreement or by this Agreement. (b) Stockholder agrees not to transfer, sell, assign, exchange, pledge or otherwise dispose of or encumber any of the Subject Shares, or to make any offer or agreement relating thereto, at any time prior to the termination of this Agreement. Notwithstanding the foregoing, (i) Stockholder may, during the term of this Agreement, gift, sell or otherwise transfer the Subject Shares to (x) a member or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) above, and (ii) a Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whom, directly or indirectly, such transferring Stockholder acquired said Subject Shares or parties to whom such transferring Stockholder is permitted to transfer Parent Company Common Stock pursuant to this sentence; provided, however, in the case of any gift, sale or other transfer pursuant to this paragraph, at the time of and as a condition to such gift, sale or other transfer, the permitted transferee shall provide to Company Parent its written agreement to be bound by the terms of this Agreement and to perform all of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to CompanyParent. Furthermore, Stockholder shall not, except as contemplated by this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect to the Subject Shares, deposit the Subject Shares into a voting trust or enter into a voting agreement or any other arrangement with respect to the Subject Shares. (c) Stockholder shall comply with the terms of Section 7.4 of the Merger Agreement, provided, however, that Stockholder shall be deemed to be a Company Representative at all times for purposes of Section 7.4 of the Merger Agreement (regardless of whether Stockholder is in fact a Company Representative at the relevant time).

Covenants of Stockholder. Subject to Until the termination of this ------------------------ Agreement in accordance with Section 9 hereof6, Stockholder agrees as follows: (a) Without in any way limiting Stockholder's right to vote At the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval TeleSpectrum Stockholders Meeting (including by written consent), at any meeting of the stockholders of Parent called upon to approve and adopt the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock in connection with the Merger or at any adjournment thereof thereof) or in any other circumstances upon which a vote, consent (including the TeleSpectrum Consent) or other approval (including written consent) with respect to the Merger Agreement and or the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares (which number of shares may be greater or less than the number of shares as of the date hereof): (i) in favor of the Merger, the approval and adoption by Parent of the Merger Agreement, Agreement and the approval of the issuance of Parent Common Stock in connection with the Merger terms thereof and approval each of the other transactions contemplated by the Merger Agreement; and. (b) At any meeting of stockholders of TeleSpectrum or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by TeleSpectrum or any subsidiary thereof or any other Acquisition Proposal or (ii) against any amendment of ParentTeleSpectrum's certificate Certificate of incorporation Incorporation or by-laws or equivalent organizational documents Bylaws or other proposal or transaction involving Parent TeleSpectrum or any of its Subsidiaries TeleSpectrum Subsidiary, which amendment or other proposal or transaction would or could reasonably be expected to in any manner impede, frustrate, prevent, prevent or nullify or result in a breach of any representation, warranty or covenant or any other obligation or agreement of Parent Company under or with respect to, the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of capital stock of TeleSpectrum. The Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) Contemporaneously with the execution of this Agreement: (i) Stockholder shall deliver to IDRC a proxy in the form attached hereto as Exhibit A, which shall be irrevocable to the fullest extent permitted by law, with respect to the Subject Shares (the "Proxy"); and (ii) Stockholder ----- shall cause to be delivered to IDRC an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any issued and outstanding shares of TeleSpectrum Common Stock that are owned beneficially (but are not owned of record) by Stockholder. (d) The Stockholder agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of (collectively, "Transfer"), or enter into -------- any contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of the Subject Shares to any person or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in relation to the Subject Shares, and agrees not to commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, the Stockholder may Transfer all or any portion of the Subject Shares held by such Stockholder by way of gift or for estate planning purposes, provided that any such transfer shall first be required to execute a joinder to this Agreement whereby such transferee agrees to be bound by all of the terms and conditions hereof. (e) The Stockholder shall not, nor shall the Stockholder permit any affiliate, director, officer, employee, partner, investment banker, attorney or other advisor or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Acquisition Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal. (f) The Stockholder shall use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with IDRC in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement. (bg) Stockholder agrees not Immediately after the execution of this Agreement (and from time to transfer, sell, assign, exchange, pledge or otherwise dispose of or encumber any of the Subject Shares, or to make any offer or agreement relating thereto, at any time prior to the termination of this Agreement. Notwithstanding the foregoing), (i) Stockholder may, during the term shall instruct TeleSpectrum to cause each certificate of this Agreement, gift, sell or otherwise transfer Stockholder evidencing any of the Subject Shares to (x) bear a member or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) above, and (ii) a Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whom, directly or indirectly, such transferring Stockholder acquired said Subject Shares or parties to whom such transferring Stockholder is permitted to transfer Parent Common Stock pursuant to this sentence; provided, however, legend in the case of any giftfollowing form: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, sale or other transfer pursuant to this paragraphEXCHANGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE STOCKHOLDER SUPPORT AGREEMENT DATED AS OF JANUARY 14, at the time of and as a condition to such gift1999, sale or other transferAS IT MAY BE AMENDED, the permitted transferee shall provide to Company its written agreement to be bound by the terms of this Agreement and to perform all of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. Furthermore, Stockholder shall not, except as contemplated by this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect to the Subject Shares, deposit the Subject Shares into a voting trust or enter into a voting agreement or any other arrangement with respect to the Subject SharesA COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER.

Covenants of Stockholder. Subject to Section 9 hereof, Stockholder agrees as follows: (a) Without in any way limiting Stockholder's right Stockholder agrees to vote cause the Subject Covered Shares in its sole discretion on any other matters that may to be submitted to a stockholder present at the CBTC Meeting and at such meeting shall vote, consent or other approval (including by written consent), at any meeting of the stockholders of Parent called upon to approve and adopt the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock in connection with the Merger or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger Agreement and the Merger is sought, Stockholder shall vote (or cause to be voted) , the Subject Covered Shares (which number of shares may be greater or less than the number of shares as of the date hereof): (i) in favor of the Merger, Reorganization Agreement and the approval and adoption by Parent of the Merger Agreement, approval of the issuance of Parent Common Stock in connection with the Merger and approval of the other transactions contemplated by the Merger Agreement; and thereby, until this Agreement terminates as provided in Section 2(d), unless: (iii) against any amendment of Parent's certificate of incorporation or by-laws or equivalent organizational documents or other proposal or transaction involving Parent or any of its Subsidiaries which amendment or other proposal or transaction would or could reasonably be expected United is in material default with respect to impedea material covenant, frustrate, prevent, nullify or result in a breach of any representation, warranty or covenant agreement made by it in the Reorganization Agreement; or any other obligation or agreement (ii) in accordance with Section 7.02 of Parent Company under or with respect to, the Merger, the Merger Reorganization Agreement, the issuance of Parent Common Stock in connection with the Merger CBTC Board has failed to make, withdrawn, modified or any of the transactions contemplated by the Merger Agreement or by this Agreementotherwise changed its recommendation to CBTC stockholders. (b) Stockholder agrees not to that until the termination of this Agreement as provided in Section 2(d), that Stockholder shall not, without the prior written consent of United, directly or indirectly tender or permit the tender into any tender or exchange offer, or sell, transfer, sellhypothecate, assign, exchange, pledge grant a security interest in or otherwise dispose of or encumber any of the Subject Covered Shares, any options to acquire CBTC Common Stock issued and outstanding, or to make any offer or agreement relating thereto, at any time prior restricted stock units issued and outstanding pursuant to the termination CBTC Stock Plans; provided that this restriction shall not apply to shares (i) surrendered to CBTC in connection with the vesting, settlement or exercise of this Agreementequity awards to satisfy any withholding for the payment of taxes incurred in connection therewith or the exercise price thereon or (ii) that are hypothecated or as to which a security interest already has been granted as of the date hereof. Notwithstanding the foregoing, (i) Stockholder may, during the term of this Agreement, gift, sell or otherwise transfer the Subject Shares to (x) a member or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) above, and (ii) a Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whom, directly or indirectly, such transferring Stockholder acquired said Subject Shares or parties to whom such transferring Stockholder is permitted to transfer Parent Common Stock pursuant to this sentence; provided, however, in the case of any gifttransfer by operation of law subsequent to the date hereof, sale this Agreement shall be binding upon and inure to the transferee. (c) Stockholder agrees not to, without the prior written consent of United, sell on Nasdaq, submit an offer to sell on Nasdaq, or otherwise directly or indirectly sell, transfer or dispose of (other than by an exercise), any Covered Shares or any options, warrants, restricted stock units, rights or other transfer pursuant securities convertible into or exchangeable for shares of CBTC Common Stock prior to this paragraph, at the time of and as a condition to such gift, sale or other transfer, the permitted transferee shall provide to Company its written agreement to be bound by the terms of this Agreement and to perform all Effective Time of the obligations Merger. (d) This Agreement shall terminate upon the earlier to occur of: (a) the termination of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Reorganization Agreement to Company. Furthermore, Stockholder shall not, except as contemplated by this Agreement, directly either CBTC or indirectly, grant any proxies United or powers (b) the Effective Date of attorney with respect to the Subject Shares, deposit the Subject Shares into a voting trust or enter into a voting agreement or any other arrangement with respect to the Subject SharesMerger.

Covenants of Stockholder. Subject to Section 9 hereof, The Stockholder agrees as follows: (a) Without in any way limiting the Stockholder's right to vote the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval (including by written consent), at any meeting of the stockholders of Parent Radiologix called upon to approve vote upon the Merger and adopt the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock in connection with the Merger or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger Agreement and the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares (which number of shares may be greater or less than the number of shares as of the date hereof):Shares: (i) in favor of the Merger, the approval and adoption by Parent of the Merger Agreement, approval of the issuance of Parent Common Stock in connection with the Merger Agreement and approval of the other transactions contemplated by the Merger AgreementAgreement and any action required in furtherance thereof; and (ii) against (A) any Acquisition Proposal or any merger agreement or merger (other than the Merger and the Merger Agreement), consolidation, combination, sale of substantially all of Radiologix's assets, sale or issuance of securities of Radiologix or its subsidiaries, reorganization, joint venture, recapitalization, dissolution, liquidation or winding up of or by Radiologix or its subsidiaries and (B) as directed by Primedex, any amendment of ParentRadiologix's certificate Certificate of incorporation Incorporation or by-laws or equivalent organizational documents Bylaws or other proposal or transaction involving Parent Radiologix or any of its Subsidiaries subsidiaries which amendment or other proposal or transaction would or could reasonably be expected to impede, frustrate, prevent, nullify or result in a breach of any representationcovenant, representation or warranty or covenant or any other obligation or agreement of Parent Company Radiologix under or with respect to, the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with the Merger Agreement or any of the transactions contemplated by the Merger Agreement or by this Agreement. (b) Stockholder agrees not to transfer, sell, assign, exchange, pledge or otherwise dispose of or encumber any of the Subject Shares, or to make any offer or agreement relating thereto, at any time prior to the termination of this Agreement. Notwithstanding the foregoing, (i) Stockholder may, during the term of this Agreement, gift, sell or otherwise transfer the Subject Shares to (x) a member or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) above, and (ii) a Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whom, directly or indirectly, such transferring Stockholder acquired said Subject Shares or parties to whom such transferring Stockholder is permitted to transfer Parent Common Stock pursuant to this sentence; provided, however, in the case of any gift, sale or other transfer pursuant to this paragraph, at the time of and as a condition to such gift, sale or other transfer, the permitted transferee shall provide to Company its written agreement to be bound by the terms of this Agreement and to perform all of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. Furthermore, The Stockholder shall not, except as contemplated by this Agreement, not directly or indirectly, grant any proxies or powers of attorney with respect to the Subject Shares, deposit the Subject Shares into a voting trust or enter into a voting agreement or any other arrangement with respect to the Subject Shares.

Covenants of Stockholder. Subject to Section 9 hereof, Stockholder agrees as follows: (a) Without Stockholder shall not, except as contemplated by the terms of this Agreement, sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including any profit-sharing arrangement) or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, the Shares (including any options or warrants to purchase Parent Common Stock) to any Person (any such action, a “Transfer”). For purposes of clarification, the term “Transfer” shall include, without limitation, any short sale (including any “short sale against the box”), pledge, transfer, and the establishment of any open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act. Notwithstanding the foregoing, (i) Transfers of Shares as bona fide gifts, or (ii) distributions of Shares to partners, members, stockholders, subsidiaries, affiliates, affiliated partnerships or other affiliated entities of the undersigned, shall not be prohibited by this Agreement; provided that in the case of any such transfer or distribution pursuant to clause (i) or (ii), each donee or distributee shall execute and deliver to the Company a valid and binding counterpart to this Agreement. (b) Stockholder shall not, except as contemplated by the terms of this Agreement (i) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or otherwise, with respect to the Shares or (ii) take any other action that would in any way limiting Stockholder's right to vote restrict, limit or interfere with the Subject Shares performance of its obligations hereunder or the transactions contemplated hereby or make any representation or warranty of Stockholder herein untrue or incorrect in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval material respect. (including by written consent), at c) At any meeting of Stockholders of the stockholders of Parent called to vote upon to approve and adopt the Merger or in connection with any Stockholder consent in respect of a vote on the Merger, the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock in connection with or any other transaction contemplated by the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger Agreement and the Merger such matters is sought, Stockholder shall vote (or cause to be voted) the Subject ), or shall consent, execute a consent or cause to be executed a consent in respect of, Stockholder’s Shares (which number of shares may be greater or less than the number of shares as of the date hereof): (i) in favor of the Merger, the approval and adoption by the Parent of the Merger Agreement, Agreement and the approval of the issuance of Parent Common Stock in connection with the Merger and approval of the any other transactions contemplated by the Merger Agreement; and (ii) against any amendment of Parent's certificate of incorporation or by-laws or equivalent organizational documents or other proposal or transaction involving Parent or any of its Subsidiaries which amendment or other proposal or transaction would or could reasonably be expected to impede, frustrate, prevent, nullify or result in a breach of any representation, warranty or covenant or any other obligation or agreement of Parent Company under or with respect to, the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with the Merger or any of the transactions contemplated by the Merger Agreement or by this Agreement. (bd) Stockholder agrees not to transfer, sell, assign, exchange, pledge or otherwise dispose of or encumber any of permit the Subject Shares, or Parent and Merger Sub to make any offer or agreement relating thereto, at any time prior to the termination of this Agreement. Notwithstanding the foregoing, (i) Stockholder may, during the term of this Agreement, gift, sell or otherwise transfer the Subject Shares to (x) a member or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) above, publish and (ii) a Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whom, directly or indirectly, such transferring Stockholder acquired said Subject Shares or parties to whom such transferring Stockholder is permitted to transfer Parent Common Stock pursuant to this sentence; provided, however, disclose in the case Proxy Statement and related filings under the securities laws Stockholder’s identity and ownership of any giftShares and the nature of its commitments, sale or other transfer pursuant to this paragraph, at the time of arrangements and as a condition to such gift, sale or other transfer, the permitted transferee shall provide to Company its written agreement to be bound by the terms of understandings under this Agreement and to perform all of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. Furthermore, Stockholder shall not, except as contemplated by this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect to the Subject Shares, deposit the Subject Shares into a voting trust or enter into a voting agreement or any other arrangement with respect to the Subject Sharesinformation required by applicable Law.

Covenants of Stockholder. Subject to Section 9 hereof, Stockholder agrees as follows: (a) Without Stockholder shall not, except as contemplated by the terms of this Agreement, sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including any profit-sharing arrangement) or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, the Shares (including any options or warrants to purchase Earthstone Common Stock) to any person (any such action, a “Transfer”). For purposes of clarification, the term “Transfer” shall include, without limitation, any short sale (including any “short sale against the box”), pledge, transfer, and the establishment of any open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act. Notwithstanding the foregoing, (i) Transfers of Shares as bona fide gifts, or (ii) distributions of Shares to affiliates, affiliated partnerships or other affiliated entities of the undersigned, shall not be prohibited by this Agreement; provided that in the case of any such transfer or distribution pursuant to clause (i) or (ii), each donee or distributee shall execute and deliver to the Company a valid and binding counterpart to this Agreement. (b) Stockholder shall not, except as contemplated by the terms of this Agreement (i) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or otherwise, with respect to the Shares or (ii) take any other action that would in any way limiting Stockholder's right to vote restrict, limit or interfere with the Subject Shares performance of his obligations hereunder or the transactions contemplated hereby or make any representation or warranty of Stockholder herein untrue or incorrect in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval material respect. (including by written consent), at c) At any meeting of the stockholders of Parent Earthstone called to vote upon to approve and adopt the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock Exchange or in connection with any stockholder consent in respect of a vote on the Merger Exchange, the Contribution Agreement Share Issuance, the Exchange Agreement or any other transaction contemplated by the Exchange Agreement or the Contribution Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger Agreement and the Merger such matters is sought, Stockholder shall vote (or cause to be voted) the Subject ), or shall consent, execute a consent or cause to be executed a consent in respect of, Stockholder’s Shares (which number of shares may be greater or less than the number of shares as of the date hereof): (i) in favor of the MergerExchange, the approval and Contribution Agreement Share Issuance, the adoption by Parent Earthstone of the Merger Agreement, Exchange Agreement and the approval of the issuance of Parent Common Stock in connection with the Merger and approval of the any other transactions contemplated by the Merger Agreement; and (ii) against any amendment of Parent's certificate of incorporation or by-laws or equivalent organizational documents or other proposal or transaction involving Parent or any of its Subsidiaries which amendment or other proposal or transaction would or could reasonably be expected to impede, frustrate, prevent, nullify or result in a breach of any representation, warranty or covenant or any other obligation or agreement of Parent Company under or with respect to, the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with the Merger or any of the transactions contemplated by the Merger Exchange Agreement or by this the Contribution Agreement. (bd) Stockholder agrees not to transfer, sell, assign, exchange, pledge or otherwise dispose of or encumber any of the Subject Shares, or permit Earthstone to make any offer or agreement relating thereto, at any time prior to the termination of this Agreement. Notwithstanding the foregoing, (i) Stockholder may, during the term of this Agreement, gift, sell or otherwise transfer the Subject Shares to (x) a member or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) above, publish and (ii) a Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whom, directly or indirectly, such transferring Stockholder acquired said Subject Shares or parties to whom such transferring Stockholder is permitted to transfer Parent Common Stock pursuant to this sentence; provided, however, disclose in the case Proxy Statement and related filings under the securities laws Stockholder’s identity and ownership of any giftShares and the nature of its commitments, sale or other transfer pursuant to this paragraph, at the time of arrangements and as a condition to such gift, sale or other transfer, the permitted transferee shall provide to Company its written agreement to be bound by the terms of understandings under this Agreement and to perform all of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. Furthermore, Stockholder shall not, except as contemplated by this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect to the Subject Shares, deposit the Subject Shares into a voting trust or enter into a voting agreement or any other arrangement with respect to the Subject Sharesinformation required by applicable law.

Covenants of Stockholder. Subject to Section 9 hereof, Stockholder agrees as follows: (a) Without Stockholder shall not, directly or indirectly, (i) sell, transfer, pledge, assign or otherwise encumber or dispose of any of the Securities to, or enter into any agreement, option or other arrangement (including any profit sharing arrangement) or understanding with respect to any of the Securities with, any Person other than Parent or Parent’s designee, (ii) deposit any Securities into a voting trust or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney, attorney-in-fact, agent or otherwise, with respect to the Securities, except as contemplated by this Agreement and except for that certain Stockholders’ Agreement, dated as of August 4, 2014, by and among the Company, Stockholder, ASP HHI Investco LP, ASP Grede Investco LP and the minority investors made a party from time to time or (iii) take any other action that would in any way limiting make any representation or warranty of Stockholder herein untrue or incorrect in any material respect or otherwise restrict, limit or interfere in any material respect with the performance of Stockholder's right to vote ’s obligations hereunder or the Subject Shares transactions contemplated hereby. (b) From the date hereof until the earlier of the conclusion of the Company Stockholders’ Meeting and any termination of this Agreement in accordance with its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval (including by written consent)terms, at any meeting of the stockholders of Parent the Company called to vote upon to approve the Merger and adopt the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock in connection with the Merger or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) is sought with respect to the Merger Agreement and the Merger is soughtAgreement, Stockholder shall vote (or cause to be voted) the Subject Shares (which number of shares may be greater or less than i) the number of shares as its Securities set forth across from Stockholder’s name in Part II of the date hereof): (i) Exhibit A hereto in favor of the Merger, the approval and adoption by Parent of the Merger Agreement, Agreement and the approval of the issuance terms thereof and each of Parent the other transactions contemplated by the Merger Agreement and (ii) all other Securities owned by Stockholder in a manner that is proportionate to the manner in which all shares of Company Common Stock (other than the Securities voted by Stockholder) which are voted in connection with respect of the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, are voted; andprovided, that in the event that the Company Board makes a Change in the Company Recommendation pursuant to Section 7.03(e)(i) of the Merger Agreement, Stockholder shall have no obligation as to whether to vote (or cause to be voted) or how to vote (or cause to be voted) any of its Securities in such event. (c) Stockholder shall attend, if applicable, the Company Stockholders’ Meeting or any adjournment thereof (or execute valid and effective proxies to any other attending participant of a Company Stockholders’ Meeting in lieu of attending such Company Stockholders’ Meeting or any adjournment thereof). (d) Stockholder (solely in its capacity as a stockholder of the Company) shall not and shall cause each of its Subsidiaries not to, and shall use its reasonable best efforts to cause its Representatives not to, directly or indirectly, (i) solicit, initiate, facilitate or encourage any inquiries or the implementation or submission of any Company Acquisition Proposal, or any proposals or offers that would be reasonably expected to lead to, a Company Acquisition Proposal, or (ii) against engage in, continue or otherwise participate in any amendment discussions, communications or negotiations regarding, or furnish to any Person any non-public information in connection with, or for the purpose of Parent's certificate facilitating or encouraging, any inquiries, proposals or offers that constitute, or would be reasonably expected to lead to, a Company Acquisition Proposal, except to notify such Person of incorporation the existence of this Section 1(d). Stockholder shall, and shall cause its Subsidiaries to, and shall instruct (and use its reasonable best efforts to cause) its Representatives to, immediately cease and cause to be terminated any solicitation, discussions, communications or by-laws negotiations with any Person that may be ongoing with respect to a Company Acquisition Proposal, or equivalent organizational documents or other any inquiry, proposal or transaction involving offer that would reasonably be expected to lead to a Company Acquisition Proposal, and shall request within two (2) Business Days of the date of this Agreement (and shall use its reasonable best efforts to cause) the prompt return or destruction of all confidential information previously furnished to any Person in connection therewith and immediately terminate all physical and electronic dataroom access previously granted to any such Person, its Affiliates or Representatives. Stockholder shall promptly (and, in any event, within 24 hours) (i) provide Parent written notice of (A) Stockholder’s receipt of any Company Acquisition Proposal or (B) subject to sub-clause (ii) below, any inquiries, proposals or offers received by Stockholder, any of its Subsidiaries or any Representatives of Stockholder concerning a Company Acquisition Proposal and (ii) disclose to Parent the identity of such Person making, and an unredacted copy of, any such Company Acquisition Proposal or any such inquiry, offer, proposal or request made in writing (or, in the case of sub-clause (i)(A), sub-clause (i)(B) or this sub-clause (ii), if made orally, and if the Company reasonably believes that such oral Company Acquisition Proposal, inquiry, offer, proposal or request is likely to result in such Person making a Company Acquisition Proposal, inquiry, offer, proposal or request in writing, a reasonably detailed description of such Company Acquisition Proposal, inquiry, offer, proposal or request). Stockholder shall, promptly upon receipt or delivery thereof (and, in any event, within 24 hours), provide Parent (and its outside counsel) with copies of all drafts and final versions of definitive agreements including schedules and exhibits thereto (which may be redacted to the extent necessary to protect confidential information of the Person making such Company Acquisition Proposal) relating to such Company Acquisition Proposal, in each case exchanged between Stockholder or any of its Subsidiaries which amendment or other proposal or transaction would or could reasonably be expected to impedeRepresentatives, frustrateon the one hand, prevent, nullify or result in a breach of any representation, warranty or covenant or any other obligation or agreement of Parent and the Person making such Company under or with respect to, the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with the Merger Acquisition Proposal or any of its Representatives, on the transactions contemplated by the Merger Agreement other hand. Stockholder shall, in person or by this Agreement. telephone, keep Parent reasonably informed on a reasonably prompt basis (band, in any event, within 24 hours of any material development) Stockholder agrees not to transfer, sell, assign, exchange, pledge or otherwise dispose of or encumber any of the Subject Sharesstatus and details (including with respect to any material amendments) of any such Company Acquisition Proposal or other such inquiry, offer, proposal or to make any offer or agreement relating thereto, at any time prior to the termination of this Agreementrequest concerning a Company Acquisition Proposal. Notwithstanding the foregoing, (i) Stockholder may, during if the term of this Agreement, gift, sell or otherwise transfer the Subject Shares to (x) a member or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder Company or the permitted transferees described in clause (xCompany Board has the right under Section 7.03(b) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all of the equity interests Merger Agreement to engage in discussions, communications or negotiations with any Person, Stockholder shall also have the right to engage in such discussions, communications or negotiations with such Person, subject to the terms of which are held by Stockholder or Section 7.03 of the permitted transferees described in clause (x) aboveMerger Agreement, and (ii) a for purposes of this Section 1(d), no reference herein to any Subsidiary of Stockholder who acquired Subject Shares pursuant shall mean the Company or any of its Subsidiaries. (e) Stockholder hereby (i) irrevocably and unconditionally waives, and agrees not to this sentence may transfer such Subject Shares only exercise, any rights of appraisal with respect to the Securities or rights to dissent from the Merger or any similar right (including under Section 262 of the DGCL) that Stockholder from whommay have and (ii) agrees not to commence, directly institute, maintain or indirectlyprosecute any claim, such transferring Stockholder acquired said Subject Shares derivative or parties otherwise prior to whom such transferring Stockholder is permitted the Effective Time, (A) against the Company, any of its Representatives or any of its successors, including claims relating to transfer Parent Common Stock pursuant to this sentence; providedthe negotiation, howeverexecution or delivery of the Merger Agreement or the consummation of the Merger, in the case including any claim alleging a breach of any giftfiduciary duty of the Company Board in connection with the Merger and the other transactions contemplated by the Merger Agreement, sale or (B) challenging the validity of or seeking to enjoin the operation of any provision of this Agreement (other transfer pursuant than with respect to this paragraph, at the time of and as a condition to such gift, sale or other transfer, the permitted transferee shall provide to Company Stockholder enforcing its written agreement to be bound by rights under the terms of this Agreement and Agreement). (f) Stockholder shall take all actions necessary to perform all cause Stockholder to enter into the Stockholders’ Agreement, effective as of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. Furthermore, Stockholder shall not, except as contemplated by this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect to the Subject Shares, deposit the Subject Shares into a voting trust or enter into a voting agreement or any other arrangement with respect to the Subject SharesEffective Time.

Covenants of Stockholder. Subject to Section 9 hereof, The Stockholder agrees as follows: (a) Without Promptly after the commencement, within the meaning of Section 14d-2 of the Exchange Act, of the Offer, and in any way limiting Stockholder's right event not later than five business days prior to vote the first scheduled expiration date of the Offer, the Stockholder shall tender, or cause to be tendered, the Subject Shares in its sole discretion on pursuant to the Offer by delivering, or causing to be delivered, to the depository for the Offer a duly executed letter of transmittal together with any other matters documents that may be submitted to a stockholder vote, consent reasonably requested by Parent or other approval (including by written consent), at any meeting such depositary. The Stockholder further agrees that he or she shall not withdraw such tender of the stockholders of Parent called upon to approve and adopt the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock in connection with the Merger or at Subject Shares. (b) In any adjournment thereof or in any other circumstances upon which where a vote, consent or other approval (including written consent) with respect to the Merger Agreement and the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares (which number of shares may be greater or less than the number of shares as of the date hereof): (i) in favor of the Merger, the approval and adoption by Parent of the Merger Agreement, Agreement and the approval of the issuance of Parent Common Stock in connection with the Merger terms thereof and approval each of the other transactions contemplated by the Merger Agreement; and. (c) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances where the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against any (i) merger agreement or merger (other than the Merger Agreement and the Merger), Takeover Proposal, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any Subsidiary or (ii) against any amendment of Parentthe Company's certificate Restated Certificate of incorporation Incorporation or byBy-laws or equivalent organizational documents or other proposal or transaction involving Parent the Company or any of its Subsidiaries Subsidiaries, which amendment or other proposal or transaction would or could reasonably be expected to in any manner impede, frustrate, prevent, prevent or nullify or result in a breach of any representation, warranty or covenant or any other obligation or agreement of Parent Company under or with respect tothe Offer, the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of capital stock of the Company. The Stockholder further agrees that he or she shall not tender the Subject Shares pursuant to any offer other than the Offer. (d) The Stockholder agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of (including by this gift) (collectively, "Transfer"), or enter into any contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of the Subject Shares to any person other than in connection with the Offer and the Merger or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in relation to the Subject Shares. (e) The Stockholder shall not, nor shall the Stockholder authorize any investment banker, attorney or other advisor or representative of the Stockholder to, directly or indirectly (i) solicit, initiate or encourage the submission of any Takeover Proposal or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to the Company or any Subsidiary in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Takeover Proposal, except in his or her capacity as a representative or agent of the Company, as permitted by the terms and conditions of the Merger Agreement. (bf) The Stockholder shall use the Stockholder's best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Parent in doing, all things necessary, proper or advisable to support and to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. (g) The Stockholder agrees not to transfer, sell, assign, exchange, pledge promptly notify Parent in writing of the nature and amount of any acquisition by such Stockholder of any voting securities of the Company acquired by such Stockholder hereinafter. (h) The Stockholder hereby revokes any and all prior proxies or otherwise dispose powers of or encumber attorney in respect of any of the Subject Shares, or to make any offer or agreement relating thereto, at any time prior to the termination of this Agreement. Notwithstanding the foregoing, . (i) In the 90 days following the Closing, the Stockholder mayshall purchase shares of common stock, during par value $.01, of the term Parent (the "Parent Common Stock") having an aggregate Price of not less than $1.25 million (the "Purchased Shares"). For purposes of this Agreementsection, gift, sell or otherwise transfer the Subject Shares to (x) a member or members "Price" of a group consisting share of Stockholder's spouse, Stockholder's issue, Parent Common Stock shall be the spouses price paid by the Stockholder for that share. During the two years following the date on which the Stockholder completes his or her accumulation of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) above, and (ii) a Stockholder who acquired Subject Purchased Shares pursuant to this sentence may transfer such Subject Shares only to Section 2(i), the Stockholder from whomshall not Transfer, directly short against the box or indirectlyin any way reduce his or her risk in (or enter into any contract, such transferring Stockholder acquired said Subject Shares option or parties to whom such transferring Stockholder is permitted to transfer Parent Common Stock pursuant to this sentenceother arrangement that accomplishes or has the effect of accomplishing any of the foregoing) the Purchased Shares; provided, however, that the restriction set forth in this sentence shall no longer apply if: (a) the case of any giftParent terminates the Stockholder's employment with the Parent or the Surviving Corporation, sale or other transfer pursuant to this paragraph, at the time of and as a condition to such gift, sale or other transfer, the permitted transferee shall provide to Company its written agreement (b) E.V. (Rick) Xxinxx xxxses to be bound by the terms of this Agreement and to perform all Chief Executive Officer of the obligations of Parent, or (c) Parent undergoes a Change in Control. (j) The Stockholder shall not commit or agree to take any action inconsistent with the covenants set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. Furthermore, Stockholder shall not, except as contemplated by in this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect to the Subject Shares, deposit the Subject Shares into a voting trust or enter into a voting agreement or any other arrangement with respect to the Subject Shares.

Covenants of Stockholder. Subject to Section 9 hereof, Stockholder agrees as follows: (a) Without in any way limiting Stockholder's right Stockholder agrees to vote cause the Subject Covered Shares in its sole discretion on any other matters that may to be submitted to a stockholder present at the Cardinal Meeting and at such meeting shall vote, consent or other approval (including by written consent), at any meeting of the stockholders of Parent called upon to approve and adopt the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock in connection with the Merger or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger Agreement and the Merger is sought, Stockholder shall vote (or cause to be voted) , the Subject Covered Shares (which number of shares may be greater or less than the number of shares as of the date hereof): (i) in favor of the Merger, Reorganization Agreement and the approval and adoption by Parent of the Merger Agreement, approval of the issuance of Parent Common Stock in connection with the Merger and approval of the other transactions contemplated by the Merger Agreement; and thereby, until this Agreement terminates as provided in Section 2(d), unless: (iii) against any amendment of Parent's certificate of incorporation or by-laws or equivalent organizational documents or other proposal or transaction involving Parent or any of its Subsidiaries which amendment or other proposal or transaction would or could reasonably be expected United is in material default with respect to impedea material covenant, frustrate, prevent, nullify or result in a breach of any representation, warranty or covenant agreement made by it in the Reorganization Agreement; or any other obligation or agreement (ii) in accordance with Section 7.02(a) of Parent Company under or with respect to, the Merger, the Merger Reorganization Agreement, the issuance of Parent Common Stock in connection with the Merger Cardinal Board has failed to make, withdrawn, modified or any of the transactions contemplated by the Merger Agreement or by this Agreementotherwise changed its recommendation to Cardinal stockholders. (b) Stockholder agrees not to that until the termination of this Agreement as provided in Section 2(d), that Stockholder shall not, without the prior written consent of United, directly or indirectly tender or permit the tender into any tender or exchange offer, or sell, transfer, sellhypothecate, assign, exchange, pledge grant a security interest in or otherwise dispose of or encumber any of the Subject Covered Shares, or any options to make any offer or agreement relating thereto, at any time prior acquire Cardinal Common Stock issued and outstanding pursuant to the termination Cardinal Stock Plans; provided that this restriction shall not apply to shares that are hypothecated or as to which a security interest already has been granted as of this Agreementthe date hereof. Notwithstanding the foregoing, (i) Stockholder may, during the term of this Agreement, gift, sell or otherwise transfer the Subject Shares to (x) a member or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) above, and (ii) a Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whom, directly or indirectly, such transferring Stockholder acquired said Subject Shares or parties to whom such transferring Stockholder is permitted to transfer Parent Common Stock pursuant to this sentence; provided, however, in the case of any gifttransfer by operation of law subsequent to the date hereof, sale this Agreement shall be binding upon and inure to the transferee. (c) Stockholder agrees not to, without the prior written consent of United, sell on NASDAQ, submit an offer to sell on NASDAQ, or otherwise directly or indirectly sell, transfer or dispose of (other than by an exercise), any Covered Shares or any options, warrants, rights or other transfer pursuant securities convertible into or exchangeable for shares of Cardinal Common Stock prior to this paragraph, at the time of and as a condition to such gift, sale or other transfer, the permitted transferee shall provide to Company its written agreement to be bound by the terms of this Agreement and to perform all Effective Time of the obligations Merger. (d) This Agreement shall terminate upon the earlier to occur of: (a) the termination of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Reorganization Agreement to Company. Furthermore, Stockholder shall not, except as contemplated by this Agreement, directly either Cardinal or indirectly, grant any proxies United or powers (b) the Effective Date of attorney with respect to the Subject Shares, deposit the Subject Shares into a voting trust or enter into a voting agreement or any other arrangement with respect to the Subject SharesMerger.

Covenants of Stockholder. Subject to Until the termination of this Agreement in accordance with Section 9 hereof7, Stockholder agrees as follows: (a) Without in The Stockholder shall execute any way limiting Stockholder's right written consent with respect to vote the Subject Shares in its sole discretion on any other favor of such matters that may be submitted to a stockholder vote, consent or other approval (including by written consent), at any meeting of the stockholders of Parent called upon to approve and adopt the Company in connection with the Merger including, without limitation, the adoption by the Company of the Merger Agreement and the Merger, approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement and the matters referred to approve the issuance of Parent Common Stock in connection Sections 1.7 and 5.13 thereof (with the written approval of Parent) and immediately deliver the same to the Company (with a copy to Parent). (b) At any meeting of stockholders of the Company (or at any adjournment thereof) called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger and the transactions contemplated by the Merger Agreement is sought, Stockholder shall be present (in person or by proxy) and shall vote (or cause to be voted) the Subject Shares in favor of the Merger, the adoption by the Company of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (c) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which Stockholder's vote, consent or other approval is sought, Stockholder shall vote (or cause to be voted) the Subject Shares (which number of shares may be greater or less than the number of shares as of the date hereof): against (i) in favor of any merger agreement or merger (other than the Merger Agreement and the Merger), the approval and adoption by Parent consolidation, combination, sale of the Merger Agreementsubstantial assets, approval reorganization, recapitalization, dissolution, liquidation or winding-up of the issuance of Parent Common Stock in connection with the Merger and approval of the other transactions contemplated or by the Merger Agreement; and Company or any other takeover or acquisition proposal (collectively, "Acquisition Proposal") or (ii) against any amendment of Parentthe Company's certificate of incorporation or by-laws or equivalent organizational documents or other proposal or transaction involving Parent the Company or any of its Subsidiaries subsidiaries, which amendment or other proposal or transaction would or could reasonably be expected to in any manner impede, frustrate, prevent, prevent or nullify or result in a breach of any representation, warranty or covenant or any other obligation or agreement of Parent Company under or with respect to, the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or by this Agreementchange in any manner the voting rights of any class of capital stock of the Company. Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (bd) Except as provided in the immediately succeeding sentence of this Section 3(d), Stockholder agrees not to (i) sell, transfer, sellpledge, assign, exchange, pledge assign or otherwise dispose of or encumber (but excluding any bona fide gift to a charitable institution, in an amount not to exceed 5% of the Subject Shares, gift to a member of its immediate family or a trust for the benefit thereof on the terms set forth in the next sentence) (collectively, "Transfer"), or enter into any contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of, the Subject Shares to any person other than pursuant to the terms of the Merger or to make a transferee (other than a federally regulated bank holding company) following the due execution and delivery to Parent by such transferee of a legal, valid and binding counterpart to this Agreement or (ii) enter into any offer voting arrangement, whether by proxy, voting agreement, voting trust or agreement relating theretootherwise, at and agrees not to commit or agree to take any time prior to of the termination of this Agreementforegoing actions. Notwithstanding the foregoing, Stockholder shall have the right, (i) Stockholder mayfor estate planning purposes, during to Transfer Subject Shares to a transferee only following the due execution and delivery to Parent by each transferee of a legal, valid and binding counterpart to this Agreement, and (ii) to pledge the Subject Shares for purposes of securing customary margin or similar loans (and other customary steps related thereto, including transferring the certificate evidencing the shares into the name of the lender or its nominee) following due execution by such transferee of a legal, valid and binding counterpart. (e) During the term of this Agreement, giftStockholder will not take, sell or otherwise transfer nor cause to be taken, any actions which would result in the Subject Shares to (x) a member or members conversion of a group consisting any of Stockholder's spouseshares of Series A Preferred Stock, Stockholder's issuepar value $.01 per share, into shares of Series B Preferred Stock, par value $.01 per share. (f) During the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) above, and (ii) a Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whom, directly or indirectly, such transferring Stockholder acquired said Subject Shares or parties to whom such transferring Stockholder is permitted to transfer Parent Common Stock pursuant to this sentence; provided, however, in the case of any gift, sale or other transfer pursuant to this paragraph, at the time of and as a condition to such gift, sale or other transfer, the permitted transferee shall provide to Company its written agreement to be bound by the terms term of this Agreement and to perform all of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. FurthermoreAgreement, Stockholder shall not, except nor shall he or it cause or permit any of his or its affiliates or any director, officer, employee, investment banker, attorney or other adviser or representative of Stockholder or his or its affiliates acting in its capacity as such to, (i) directly or indirectly solicit, initiate or encourage the submission of any Acquisition Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal. (g) Until after the Merger is consummated or the Merger Agreement is terminated, Stockholder shall use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this the Merger Agreement, directly or indirectly, grant any proxies or powers of attorney with respect to the Subject Shares, deposit the Subject Shares into a voting trust or enter into a voting agreement or any other arrangement with respect to the Subject Shares.

Covenants of Stockholder. Subject to Until the termination of the Stockholder’s obligations in accordance with Section 9 hereof3, Stockholder agrees as follows: (a) Without in any way limiting Stockholder's right to vote At the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval Stockholder Meeting (including by written consent), at any meeting of the stockholders of Parent called upon to approve and adopt the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock in connection with the Merger or at any adjournment thereof thereof) or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger Agreement and or the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares (which number of shares may be greater or less than the number of shares as of the date hereof): (i) in favor of the Merger, the approval and adoption by Parent of the Merger Agreement, Agreement and the approval of the issuance of Parent Common Stock in connection with the Merger terms thereof and approval each of the other transactions contemplated by the Merger Agreement; and. (b) At any meeting of stockholders of Company (or at any adjournment thereof) or in any other circumstances upon which the Stockholder’s vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Company or any of its Subsidiaries or any other Takeover Proposal, (ii) against any amendment of Parent's certificate Company’s Certificate of incorporation Incorporation, as amended, or by-laws or equivalent organizational documents Bylaws or other proposal or transaction involving Parent Company or any of its Subsidiaries Subsidiaries, which amendment or other proposal or transaction would or could reasonably be expected to in any manner (A) impede, frustrate, preventprevent or nullify the Merger, nullify the Merger Agreement or any of the other transactions contemplated by the Merger Agreement, (B) result in a breach of the Merger Agreement in any representationrespect or (C) change in any manner the voting rights of any class of capital stock of Company, warranty and (iii) any nomination, proposal to elect or covenant or election of any other obligation or agreement person as a director of Parent Company who is not a member of Company’s Board of Directors on the date hereof. (c) without in any way limiting Company’s rights under or with respect to, the Merger, Section 4.2(d) of the Merger Agreement, the issuance Stockholder shall not, nor shall the Stockholder permit any Affiliate, director, officer, employee, investment banker or attorney or other advisor or representative of Parent Common Stock the Stockholder to, (i) directly or indirectly solicit, initiate or knowingly encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in connection any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Takeover Proposal. (d) The Stockholder shall use the Stockholder’s reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with GWBI in doing, all things necessary, proper or advisable to support and to consummate and make effective, in the most expeditious manner practicable, the Merger or any of and the other transactions contemplated by the Merger Agreement or by this Agreement. (be) The Stockholder hereby agrees not to (i) sell, transfer, sellpledge, assign, exchange, pledge assign or otherwise dispose of or encumber any of the Subject Shares(including by gift) (collectively, “Transfer”), or to make enter into any offer or agreement relating theretocontract, at any time prior to the termination of this Agreement. Notwithstanding the foregoing, (i) Stockholder may, during the term of this Agreement, gift, sell or otherwise transfer the Subject Shares to (x) a member or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company option or other business entity, all of the equity interests of which are held by Stockholder or the permitted transferees described in clause arrangement (xincluding any profit-sharing arrangement) above, and (ii) a Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whom, directly or indirectly, such transferring Stockholder acquired said Subject Shares or parties to whom such transferring Stockholder is permitted to transfer Parent Common Stock pursuant to this sentence; provided, however, in the case of any gift, sale or other transfer pursuant to this paragraph, at the time of and as a condition to such gift, sale or other transfer, the permitted transferee shall provide to Company its written agreement to be bound by the terms of this Agreement and to perform all of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. Furthermore, Stockholder shall not, except as contemplated by this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect to the Subject Shares, deposit the Transfer of such Stockholder’s Subject Shares into a voting trust to any person or (ii) enter into a any voting arrangement, whether by proxy, voting agreement or otherwise, in relation to such Stockholder’s Subject Shares except in favor of the Merger. (f) The Stockholder further agrees not to commit or agree to take any other arrangement action inconsistent with respect to the Subject Sharesforegoing.

Covenants of Stockholder. Subject to Section 9 hereof6, the Stockholder agrees as follows: (a) Without in any way limiting the Stockholder's right to vote the Subject Shares in its his sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval (including by written consent), at any meeting of the stockholders of Parent the Company called upon to approve and adopt vote upon the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock in connection with the Merger Reorganization Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger Agreement and the Merger Reorganization Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares (which number of shares may be greater or less than the number of shares as of the date hereof): (i) in favor of the Merger, the approval and adoption by Parent the Company of the Merger Agreement, approval of the issuance of Parent Common Stock in connection with the Merger Reorganization Agreement and approval of the other transactions contemplated by the Merger Reorganization Agreement; and (ii) against (A) any merger agreement or merger (other than the Merger and the Reorganization Agreement), consolidation, combination, sale of substantially all of the Company's assets, sale or issuance of securities of the Company or its subsidiaries, reorganization, joint venture, recapitalization, dissolution, liquidation or winding up of or by the Company or its subsidiaries and (B) any amendment of Parentthe Company's certificate Certificate of incorporation Incorporation or by-laws or equivalent organizational documents Bylaws or other proposal or transaction involving Parent the Company or any of its Subsidiaries subsidiaries which amendment or other proposal or transaction would or could reasonably be expected to impede, frustrate, prevent, nullify or result in a breach of any representationcovenant, representation or warranty or covenant or any other obligation or agreement of Parent the Company under or with respect to, the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with the Merger Reorganization Agreement or any of the transactions contemplated by the Merger Reorganization Agreement or by this Agreement. (b) Stockholder agrees not to transfer, sell, assign, exchange, pledge or otherwise dispose of or encumber any of the Subject Shares, or to make any offer or agreement relating thereto, at any time prior to the termination of this Agreement. Notwithstanding the foregoing, (i) Stockholder may, during the term of this Agreement, gift, sell or otherwise transfer the Subject Shares to (x) a member or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) above, and (ii) a Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whom, directly or indirectly, such transferring Stockholder acquired said Subject Shares or parties to whom such transferring Stockholder is permitted to transfer Parent Common Stock pursuant to this sentence; provided, however, in the case of any gift, sale or other transfer pursuant to this paragraph, at the time of and as a condition to such gift, sale or other transfer, the permitted transferee shall provide to Company its written agreement to be bound by the terms of this Agreement and to perform all of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. Furthermore, The Stockholder shall not, except as contemplated by this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect to the Subject Shares, deposit the Subject Shares into a voting trust or enter into a voting agreement or any other arrangement with respect to the Subject Shares.

Covenants of Stockholder. Subject to Until the termination of this Agreement in accordance with Section 9 hereof4, Stockholder agrees as follows: (a) Without in any way limiting Stockholder's right to vote At the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval Company Stockholders Meeting (including by written consent), at any meeting of the stockholders of Parent called upon to approve and adopt the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock in connection with the Merger or at any adjournment thereof thereof) or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger Agreement and the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares (which number of shares may be greater or less than the number of shares as of the date hereof): (i) in favor of the Merger, the approval and adoption by Parent of the Merger Agreement, Agreement and the approval of the issuance of Parent Common Stock in connection with the Merger terms thereof and approval each of the other transactions contemplated by the Merger Agreement; and; (iib) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder’s vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against any proposal or any amendment of Parent's certificate the Company’s Certificate of incorporation Incorporation or byBy-laws or equivalent organizational documents or other Laws, which proposal or transaction involving Parent or amendment would in any of its Subsidiaries which amendment or other proposal or transaction would or could reasonably be expected to manner impede, frustrate, prevent, prevent or nullify or result in a breach of any representation, warranty or covenant or any other obligation or agreement of Parent Company under or with respect to, the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or by this Agreement. change in any manner the voting rights of any class of capital stock of the Company, and the Stockholder further agrees not to vote (bor cause to be voted) the Subject Shares in favor of any proposal to approve any transaction that arises from any Acquisition Proposal. The Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing; I The Stockholder agrees not to (i) sell, transfer, sellpledge, assign, exchange, pledge assign or otherwise dispose of (including by gift) (collectively, “Transfer”), or encumber enter into any contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of the Subject Shares to any person or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in relation to the Subject Shares, and agrees not to commit or agree to make take any offer or agreement relating thereto, at any time prior to the termination of this Agreement. Notwithstanding the foregoing, (i) Stockholder may, during the term of this Agreement, gift, sell or otherwise transfer the Subject Shares to (x) a member or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) above, and (ii) a Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whom, directly or indirectly, such transferring Stockholder acquired said Subject Shares or parties to whom such transferring Stockholder is permitted to transfer Parent Common Stock pursuant to this sentenceforegoing actions; provided, however, that the Stockholder may transfer up to 100,000 shares of Company Common Stock in the case aggregate (i) without consideration, by way of any giftgift to members of the Stockholder’s immediate family (or a trust for the direct or indirect benefit of the Stockholder or the Stockholders’ immediate family) and to organizations qualified under Section 501I(3) of the Internal Revenue Code of 1986, sale or other transfer pursuant (ii) through a bona fide pledge of the Subject Shares by the Stockholder to this paragrapha third party as collateral for a loan, at so long as the time transferee or pledgee of and as a condition to such gift, sale or other transfer, the permitted transferee shall provide to Company its written agreement Subject Shares agrees in writing to be bound by the terms of this Agreement. The foregoing number of shares shall be appropriately adjusted if, between the date of this Agreement and to perform all the Effective Time, the outstanding shares of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. Furthermore, Stockholder shall not, except as contemplated by this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect to the Subject Shares, deposit the Subject Shares Company Common Stock are changed into a voting trust different number or enter into a voting agreement class of shares by reason of any stock split, stock dividend, reverse stock split, reclassification, recapitalization or any other arrangement with respect to the Subject Sharessimilar transaction.

Covenants of Stockholder. Subject to Until the termination of this Agreement in accordance with Section 9 hereof6, Stockholder agrees as follows: (a) Without in At any way limiting Stockholder's right to vote the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval stockholders meeting (including by written consent), at any meeting of the stockholders of Parent called upon to approve and adopt the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock in connection with the Merger or at any adjournment thereof thereof) or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger Reorganization or the Reorganization Agreement and the Merger is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares (which number of shares may be greater or less than the number of shares as of the date hereof): (i) in favor of the MergerReorganization, the approval and adoption by Parent of the Merger Agreement, Reorganization Agreement and the approval of the issuance of Parent Common Stock in connection with the Merger terms thereof and approval each of the other transactions contemplated by the Merger Agreement; and (ii) against any amendment of Parent's certificate of incorporation or by-laws or equivalent organizational documents or other proposal or transaction involving Parent or any of its Subsidiaries which amendment or other proposal or transaction would or could reasonably be expected to impede, frustrate, prevent, nullify or result in a breach of any representation, warranty or covenant or any other obligation or agreement of Parent Company under or with respect to, the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with the Merger or any of the transactions contemplated by the Merger Agreement or by this Reorganization Agreement. (b) At any meeting of stockholders of the Company (or at any adjournment thereof) or in any other circumstances upon which a vote, consent or other approval is sought, other than with respect to the Reorganization or Reorganization Agreement, the Stockholder shall vote (or cause to be voted) the Subject Shares against any merger agreement or merger, consolidation, sale of all or substantially all of the assets of the Company, or reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any Subsidiary of the Company or any other Acquisition Proposal. The Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) The Stockholder agrees not to (i) sell, transfer, sellpledge, assignencumber, exchange, pledge assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or encumber enter into any contract, option or other arrangement (including any profit-sharing arrangement) with respect to any Transfer of the Subject Shares to any person (other than Parent) or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise (collectively, "Voting Agreement"), in relation to the Subject Shares, and agrees not to commit or agree to take any of the foregoing actions. (d) The Stockholder shall not, nor shall the Stockholder authorize any affiliate, director, officer, employee, investment banker, attorney or other advisor or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Acquisition Proposal or, (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal or (iii) directly or indirectly take or participate in any actions set forth in Section 5.3 of the Reorganization Agreement. (e) The Stockholder shall not convert any Company Series A Common Shares into Company Common Shares. (f) The Stockholder shall use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Parent in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Reorganization and the other transactions contemplated by the Reorganization Agreement. (g) Stockholder hereby irrevocably waives any offer rights of appraisal or rights to dissent from the Reorganization that Stockholder may have. (h) At or prior to the Effective Time, Stockholder shall take the following actions contemplated by the Reorganization Agreement: (i) execute and deliver the Transition Services Agreement; (ii) execute and deliver the agreement relating thereto, at any time prior attached as Annex E to the Reorganization Agreement; (iii) agree to the termination of this the Intercompany Service Agreements; (iv) execute and deliver the agreement attached as Annex F to the Reorganization Agreement. Notwithstanding ; (v) agree to the foregoingaction set forth in Section 6.21 of the Reorganization Agreement relating to the Series A Notes and Series B Notes, subject to the release and discharge in full of the Series A Guaranty and the Series B Guaranty; (vi) agree to the action set forth in Section 6.22 of the Reorganization Agreement, subject to the release and discharge in full of the Nokia Guaranty; (vii) settle all Intercompany Accounts in cash on or prior to the Effective Time; and (viii) execute and deliver the Investor Agreement attached as Annex H to the Reorganization Agreement; and (ix) agree to the termination of the Tax Allocation Agreement on or prior to the Effective Time. (i) Stockholder may, during In the term event the Company is required to pay the Termination Fee to Parent pursuant to Section 6.9 of this the Reorganization Agreement, giftSeries A Stockholder agrees to increase the amount available for borrowing under the Revolving Credit Agreement to the extent the Company has insufficient funds to make such payment. Notwithstanding anything to the contrary herein, sell nothing herein shall limit or otherwise transfer restrict the Subject Shares to (x) a member or members exercise of a group consisting the fiduciary obligations of Stockholderthe Company's spouse, Stockholder's issue, the spouses Board of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder Directors or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all of actions which the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) above, and (ii) a Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whom, directly or indirectly, such transferring Stockholder acquired said Subject Shares or parties to whom such transferring Stockholder Company is permitted to transfer Parent Common Stock pursuant to this sentence; take under the terms of the Reorganization Agreement, provided, however, in the case of any gift, sale or other transfer pursuant to this paragraph, at the time of and as a condition to such gift, sale or other transfer, the permitted transferee Stockholder shall provide to Company its written agreement continue to be bound by the terms of this Agreement and to perform all of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. Furthermore, Stockholder shall not, except as contemplated by this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect to the Subject Shares, deposit the Subject Shares into a voting trust or enter into a voting agreement or any other arrangement with respect to the Subject Shares.

Covenants of Stockholder. Subject to From and after the date hereof and until the termination of this Agreement in accordance with Section 9 hereof6, Stockholder agrees as follows:: --------------------------------- (a) Without in any way limiting Stockholder's right to vote the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval (including by written consent), at At any meeting of the stockholders of Parent the Company called to vote upon to approve and adopt the Merger or the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock in connection with the Merger or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger Agreement and or the Merger Agreement is sought, Stockholder shall vote (or cause to be voted) the Subject Shares (which number of shares may be greater or less than the number of shares as of the date hereof): (i) in favor of the Merger, the approval and adoption by Parent the Company of the Merger Agreement, Agreement and the approval of the issuance terms thereof. (b) At any meeting of Parent Common Stock stockholders of the Company or at any adjournment thereof or in connection with any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and approval the Merger), consolidation, combination, sale of the other transactions contemplated assets, reorganization, recapitalization, dissolution, liquidation or winding-up of or by the Merger Agreement; and Company or any other takeover proposal (collectively, "Takeover Proposal"), (ii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement or (iii) (x) any material amendment of Parentthe Company's certificate of incorporation or by-laws laws, (y) any change in a majority of the persons who constitute the Board of Directors of the Company or equivalent organizational documents or (z) any other proposal or transaction involving Parent the Company, which is intended by Stockholder to, or any of its Subsidiaries which amendment or other proposal or transaction would or could Emerald notifies Stockholder that Emerald reasonably be expected to believes will, impede, frustrate, prevent, delay or nullify or result in a breach (A) the ability of any representation, warranty or covenant or any other obligation or agreement of Parent the Company under or with respect to, the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with to consummate the Merger or (B) any of the transactions contemplated by this Agreement or the Merger Agreement or by this Agreement. (bc) Stockholder agrees not to transfer(i) offer to sell, sell, assigntransfer, exchangeencumber, pledge pledge, assign or otherwise dispose of or encumber any of the Subject Shares(including by gift) (collectively, "Transfer"), or enter into any contract, option or other arrangement with respect to make any offer or agreement relating thereto, at any time prior consent to the termination of this Agreement. Notwithstanding the foregoingTransfer of, (i) Stockholder may, during the term of this Agreement, gift, sell or otherwise transfer the Subject Shares to (x) a member or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) interest therein to any trust or custodian account created for person other than pursuant to the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all terms of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) aboveMerger, and (ii) a Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whom, directly or indirectly, such transferring Stockholder acquired said Subject Shares or parties to whom such transferring Stockholder is permitted to transfer Parent Common Stock pursuant to this sentence; provided, however, in the case of any gift, sale or other transfer pursuant to this paragraph, at the time of and as a condition to such gift, sale or other transfer, the permitted transferee shall provide to Company its written agreement to be bound by the terms of this Agreement and to perform all of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. Furthermore, Stockholder shall not, except as contemplated by this Agreement, directly or indirectlyhereby, grant any proxies or powers of attorney with respect to the Subject Shares, deposit the any Subject Shares into a voting trust or enter into a any voting agreement or any other arrangement with respect to the Subject Shares, or any interest in the foregoing, except with Emerald, (iii) take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect to have the effect of preventing or disabling the Stockholder from performing Stockholder's obligations under this Agreement or (iv) commit or agree to take any of the foregoing actions; provided, however, that, for a period equal to the shorter of (A) 360 days after Stockholder elects to terminate this Agreement pursuant to Section 3(f) or (B) the payment by the Company to Emerald of the Termination Fee, Stockholder may transfer the Subject Shares to the proponent of a Superior Proposal upon the same terms and conditions and at the same time as available to all other shareholders of the Company. (d) Stockholder hereby irrevocably waives any rights of appraisal or rights to dissent from the Merger that the Stockholder may have. (e) Stockholder agrees with, and covenants to, Emerald that the Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Subject Shares, unless such transfer is made in compliance with this Agreement. (f) Stockholder will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to the sale, voting or other disposition of the Existing

Covenants of Stockholder. Subject to Section 9 hereof, Stockholder hereby covenants and agrees as followsthat: (a) Without in any way limiting Stockholder's right to vote the Subject Shares in its sole discretion Section 5.01. No Proxies for, Encumbrances on any other matters that may be submitted to a stockholder vote, consent or other approval (including by written consent), at any meeting Disposition of the stockholders of Parent called upon to approve and adopt the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock in connection with the Merger or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger Agreement and the Merger is sought, Stockholder shall vote (or cause to be voted) the Subject Shares (which number of shares may be greater or less than the number of shares as of the date hereof):Shares. (i) in favor of During the MergerSupport Period, the approval and adoption by Parent of the Merger Agreement, approval of the issuance of Parent Common Stock in connection with the Merger and approval of the other transactions contemplated by the Merger Agreement; and (ii) against any amendment of Parent's certificate of incorporation or by-laws or equivalent organizational documents or other proposal or transaction involving Parent or any of its Subsidiaries which amendment or other proposal or transaction would or could reasonably be expected to impede, frustrate, prevent, nullify or result in a breach of any representation, warranty or covenant or any other obligation or agreement of Parent Company under or with respect to, the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with the Merger or any of the transactions contemplated by the Merger Agreement or by this Agreement. (b) Stockholder agrees not to transfer, sell, assign, exchange, pledge or otherwise dispose of or encumber any of the Subject Shares, or to make any offer or agreement relating thereto, at any time prior to the termination of this Agreement. Notwithstanding the foregoing, (i) Stockholder may, during the term of this Agreement, gift, sell or otherwise transfer the Subject Shares to (x) a member or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) above, and (ii) a Stockholder who acquired Subject Shares except pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whom, directly or indirectly, such transferring Stockholder acquired said Subject Shares or parties to whom such transferring Stockholder is permitted to transfer Parent Common Stock pursuant to this sentence; provided, however, in the case of any gift, sale or other transfer pursuant to this paragraph, at the time of and as a condition to such gift, sale or other transfer, the permitted transferee shall provide to Company its written agreement to be bound by the terms of this Agreement and to perform all of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. FurthermoreAgreement, Stockholder shall not, except as contemplated by this Agreementwithout the prior written consent of Parent, directly or indirectlyindirectly (except, if Stockholder is an individual, as a result of the death of Stockholder), (a) grant any proxies proxies, or powers of attorney enter into any voting trust or other Contract, with respect to the Subject Shares, deposit voting of any shares of Company Common Stock Beneficially Owned by Stockholder (other than the Subject Shares into a voting trust revocable proxy that may be granted by Stockholder to the Company Board or enter into a voting agreement its designee to vote for the election of directors of the Company or any other arrangement the ratification of the Company’s auditors with respect to the Subject SharesCompany’s 2016 annual meeting of stockholders), (b) sell, assign, transfer, tender, encumber or otherwise dispose of, or enter into any Contract with respect to the direct or indirect sale, assignment, transfer, tender, encumbrance or other disposition of, any such shares or (c) take any other action that would make any representation or warranty of Stockholder contained herein untrue or incorrect in any material respect or in any way restrict, limit or interfere in any material respect with the performance of Stockholder’s obligations hereunder or the transactions contemplated hereby or by the Merger Agreement, or seek to do or solicit any of the foregoing actions, or cause or permit any other Person to take any of the foregoing actions. Without limiting the generality of the foregoing, during the Support Period, Stockholder shall not tender, agree to tender or cause or permit to be tendered any shares of Company Common Stock Beneficially Owned by Stockholder into or otherwise in connection with any tender or exchange offer, except pursuant to the Offer. (ii) Notwithstanding the foregoing clause (i), Stockholder may transfer shares of Company Common Stock held by Stockholder to any member of Stockholder’s immediate family or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family; provided that a transfer referred to in this sentence shall be permitted only if, as a precondition to such transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement.

Covenants of Stockholder. Subject to Until the termination of this Agreement in accordance with Section 9 hereof4, Stockholder agrees as follows: (a) Without in any way limiting Stockholder's right to vote At the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval Company Stockholder Meeting (including by written consent), at any meeting of the stockholders of Parent called upon to approve and adopt the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock in connection with the Merger or at any adjournment thereof thereof) or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger Agreement and the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares (which number of shares may be greater or less than the number of shares as of the date hereof): (i) in favor of the Merger, the approval and adoption by Parent of the Merger Agreement, Agreement and the approval of the issuance of Parent Common Stock in connection with the Merger terms thereof and approval each of the other transactions contemplated by the Merger Agreement; and2 (iib) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against any amendment of Parentthe Company's certificate Restated Certificate of incorporation Incorporation or byBy-laws or equivalent organizational documents or other proposal or transaction involving Parent or any of its Subsidiaries Laws, which amendment or other proposal or transaction would or could reasonably be expected to in any manner impede, frustrate, prevent, prevent or nullify or result in a breach of any representation, warranty or covenant or any other obligation or agreement of Parent Company under or with respect to, the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or by this Agreement.change in any manner the voting rights of any class of capital stock of the Company. The Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing; (bc) The Stockholder agrees not to (i) sell, transfer, sellpledge, assign, exchange, pledge assign or otherwise dispose of or encumber any of the Subject Shares(including by gift) (collectively, "Transfer"), or to make enter into any offer contract, option or agreement relating thereto, at other arrangement (including any time prior profit-sharing arrangement) with respect to the termination Transfer of this Agreement. Notwithstanding the foregoing, (i) Stockholder may, during the term of this Agreement, gift, sell or otherwise transfer the Subject Shares to (x) a member any person or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) above, and (ii) a Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whomenter into any voting arrangement, directly whether by proxy, voting agreement or indirectly, such transferring Stockholder acquired said Subject Shares or parties to whom such transferring Stockholder is permitted to transfer Parent Common Stock pursuant to this sentence; provided, howeverotherwise, in the case of any gift, sale or other transfer pursuant to this paragraph, at the time of and as a condition to such gift, sale or other transfer, the permitted transferee shall provide to Company its written agreement to be bound by the terms of this Agreement and to perform all of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. Furthermore, Stockholder shall not, except as contemplated by this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect relation to the Subject Shares, deposit and agrees not to commit or agree to take any of the Subject Shares into a voting trust foregoing actions; (d) The Stockholder shall not, nor shall the Stockholder permit any affiliate, director, officer, employee, investment banker, attorney or enter into a voting agreement other advisor or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or knowingly encourage the submission of, any Acquisition Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other arrangement action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal; and (e) The Stockholder shall use the Stockholder's best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with respect CIENA in doing, all things necessary, proper or advisable to support and to consummate and make effective, in the Subject Sharesmost expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement.

Covenants of Stockholder. Subject to Section 9 hereof, The Stockholder agrees as follows: (a) Without Promptly after the commencement, within the meaning of Section 14d-2 of the Exchange Act, of the Offer, and in any way limiting Stockholder's right event not later than five business days prior to vote the first scheduled expiration date of the Offer, the Stockholder shall tender, or cause to be tendered, the Subject Shares in its sole discretion on pursuant to the Offer by delivering, or causing to be delivered, to the depository for the Offer a duly executed letter of transmittal together with any other matters documents that may be submitted to a stockholder vote, consent reasonably requested by Parent or other approval (including by written consent), at any meeting such depositary. The Stockholder further agrees that he or she shall not withdraw such tender of the stockholders of Parent called upon to approve and adopt the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock in connection with the Merger or at Subject Shares. (b) In any adjournment thereof or in any other circumstances upon which where a vote, consent or other approval (including written consent) with respect to the Merger Agreement and the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares (which number of shares may be greater or less than the number of shares as of the date hereof): (i) in favor of the Merger, the approval and adoption by Parent of the Merger Agreement, Agreement and the approval of the issuance of Parent Common Stock in connection with the Merger terms thereof and approval each of the other transactions contemplated by the Merger Agreement; and. (c) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances where the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against any (i) merger agreement or merger (other than the Merger Agreement and the Merger), Takeover Proposal, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any Subsidiary or (ii) against any amendment of Parentthe Company's certificate Restated Certificate of incorporation Incorporation or byBy-laws or equivalent organizational documents or other proposal or transaction involving Parent the Company or any of its Subsidiaries Subsidiaries, which amendment or other proposal or transaction would or could reasonably be expected to in any manner impede, frustrate, prevent, prevent or nullify or result in a breach of any representation, warranty or covenant or any other obligation or agreement of Parent Company under or with respect tothe Offer, the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of capital stock of the Company. The Stockholder further agrees that he or she shall not tender the Subject Shares pursuant to any offer other than the Offer. (d) The Stockholder agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of (including by this gift) (collectively, "Transfer"), or enter into any contract, option or other arrangement (including any profit- sharing arrangement) with respect to the Transfer of the Subject Shares to any person other than in connection with the Offer and the Merger or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in relation to the Subject Shares. (e) The Stockholder shall not, nor shall the Stockholder authorize any investment banker, attorney or other advisor or representative of the Stockholder to, directly or indirectly (i) solicit, initiate or encourage the submission of any Takeover Proposal or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to the Company or any Subsidiary in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Takeover Proposal, except in his or her capacity as a representative or agent of the Company, as permitted by the terms and conditions of the Merger Agreement. (bf) The Stockholder agrees not shall use the Stockholder's best efforts to transfer, sell, assign, exchange, pledge or otherwise dispose of or encumber any of the Subject Sharestake, or cause to make any offer or agreement relating thereto, at any time prior to the termination of this Agreement. Notwithstanding the foregoing, (i) Stockholder may, during the term of this Agreement, gift, sell or otherwise transfer the Subject Shares to (x) a member or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entitybe taken, all of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) aboveactions, and (ii) a Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only do, or cause to the Stockholder from whombe done, directly and to assist and cooperate with Parent in doing, all things necessary, proper or indirectly, such transferring Stockholder acquired said Subject Shares or parties advisable to whom such transferring Stockholder is permitted support and to transfer Parent Common Stock pursuant to this sentence; provided, howeverconsummate and make effective, in the case most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. (g) The Stockholder agrees to promptly notify Parent in writing of the nature and amount of any gift, sale or other transfer pursuant to this paragraph, at the time acquisition by such Stockholder of and as a condition to such gift, sale or other transfer, the permitted transferee shall provide to Company its written agreement to be bound by the terms of this Agreement and to perform all any voting securities of the obligations of Company acquired by such Stockholder set forth herein as if the permitted transferee had originally executed hereinafter. (h) The Stockholder hereby revokes any and delivered this Agreement to Company. Furthermore, Stockholder shall not, except as contemplated by this Agreement, directly or indirectly, grant any all prior proxies or powers of attorney with in respect to the Subject Shares, deposit the Subject Shares into a voting trust or enter into a voting agreement or of any other arrangement with respect to the of Subject Shares.

Covenants of Stockholder. Subject Stockholder hereby covenants and agrees that: Section 5.01. No Proxies for, Encumbrances on or Disposition of Shares. (i) During the Support Period, except pursuant to Section 9 hereofthe terms of this Agreement, Stockholder agrees shall not, without the prior written consent of Parent, directly or indirectly (except, if Stockholder is an individual, as follows: a result of the death of Stockholder), (a) Without in grant any way limiting Stockholder's right to vote the Subject Shares in its sole discretion on proxies, or enter into any other matters that may be submitted to a stockholder vote, consent voting trust or other approval (including by written consent)Contract, at any meeting of the stockholders of Parent called upon to approve and adopt the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock in connection with the Merger or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger Agreement and voting of any shares of Company Common Stock Beneficially Owned by Stockholder, (b) sell, assign, transfer, tender, encumber or otherwise dispose of, or enter into any Contract with respect to the Merger is soughtdirect or indirect sale, Stockholder shall vote assignment, transfer, tender, encumbrance or other disposition of, any such shares (or cause other than pursuant to be voted) the Subject Shares (which number of shares may be greater or less than the number of shares as of Rule 10b5-1 trading plans in effect on the date hereof): of this Agreement) or (ic) take any other action that would make any representation or warranty of Stockholder contained herein untrue or incorrect in favor any material respect or in any way restrict, limit or interfere in any material respect with the performance of Stockholder’s obligations hereunder or the Merger, the approval and adoption transactions contemplated hereby or by Parent of the Merger Agreement, approval of the issuance of Parent Common Stock in connection with the Merger and approval of the other transactions contemplated by the Merger Agreement; and (ii) against any amendment of Parent's certificate of incorporation or by-laws seek to do or equivalent organizational documents or other proposal or transaction involving Parent or any of its Subsidiaries which amendment or other proposal or transaction would or could reasonably be expected to impede, frustrate, prevent, nullify or result in a breach of any representation, warranty or covenant or any other obligation or agreement of Parent Company under or with respect to, the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with the Merger or solicit any of the transactions contemplated by the Merger Agreement foregoing actions, or by this Agreement. (b) Stockholder agrees not cause or permit any other Person to transfer, sell, assign, exchange, pledge or otherwise dispose of or encumber take any of the Subject Shares, or to make any offer or agreement relating thereto, at any time prior to the termination of this Agreement. Notwithstanding the foregoing, (i) Stockholder may, during the term of this Agreement, gift, sell or otherwise transfer the Subject Shares to (x) a member or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) aboveforegoing actions, and (ii) a agrees to notify Parent and Merger Subsidiary promptly, and to provide all material details reasonably requested by Parent or Merger Subsidiary, if Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whomshall be approached or solicited, directly or indirectly, such transferring by any Person with respect to any of the foregoing. Without limiting the generality of the foregoing, during the Support Period, Stockholder acquired said Subject Shares shall not tender, agree to tender or parties cause or permit to whom such transferring Stockholder is permitted to transfer Parent be tendered any shares of Company Common Stock Beneficially Owned by Stockholder into or otherwise in connection with any tender or exchange offer, except pursuant to this sentencethe Offer. (ii) Notwithstanding the foregoing clause (i), Stockholder may transfer shares of Company Common Stock held by Stockholder to (a) any member of Stockholder’s immediate family or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family; or (b) for charitable purposes as charitable gifts or donations; provided, howeverin each case, that a transfer referred to in the case of any giftthis sentence shall be permitted only if, sale or other transfer pursuant to this paragraph, at the time of and as a condition precondition to such gift, sale or other transfer, the permitted transferee shall provide agrees in a writing, reasonably satisfactory in form and substance to Company its written agreement Parent, to be bound by all of the terms of this Agreement and to perform all of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. Furthermore, Stockholder shall not, except as contemplated by this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect to the Subject Shares, deposit the Subject Shares into a voting trust or enter into a voting agreement or any other arrangement with respect to the Subject Shares.

Covenants of Stockholder. Subject to Until the termination of this Agreement in accordance with Section 9 hereof4, Stockholder agrees as follows: (a) Without in any way limiting Stockholder's right to vote At the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval Company Stockholder Meeting (including by written consent), at any meeting of the stockholders of Parent called upon to approve and adopt the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock in connection with the Merger or at any adjournment thereof thereof) or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger Agreement and the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares (which number of shares may be greater or less than the number of shares as of the date hereof): (i) in favor of the Merger, the approval and adoption by Parent of the Merger Agreement, Agreement and the approval of the issuance of Parent Common Stock in connection with the Merger terms thereof and approval each of the other transactions contemplated by the Merger Agreement; and. (iib) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against any amendment of Parentthe Company's certificate Third Restated Certificate of incorporation Incorporation, as amended, or byAmended and Restated By-laws or equivalent organizational documents or other proposal or transaction Laws involving Parent the Company or any of its Subsidiaries Subsidiaries, which amendment or other proposal or transaction would or could reasonably be expected to in any manner impede, frustrate, prevent, prevent or nullify or result in a breach of any representation, warranty or covenant or any other obligation or agreement of Parent Company under or with respect to, the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or by this Agreementchange in any manner the voting rights of any class of capital stock of the Company. The Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (bc) The Stockholder agrees not to (i) sell (except to the extent set forth in Annex A hereto), transfer, sellpledge, assign, exchange, pledge assign or otherwise dispose of or encumber any of the Subject Shares(including by gift) (collectively, "Transfer"), or to make enter into any offer contract, option or agreement relating thereto, at other arrangement (including any time prior profit-sharing arrangement) with respect to the termination Transfer of this Agreement. Notwithstanding the foregoing, (i) Stockholder may, during the term of this Agreement, gift, sell or otherwise transfer the Subject Shares to (x) a member any person or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) above, and (ii) a Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whomenter into any voting arrangement, directly whether by proxy, voting agreement or indirectly, such transferring Stockholder acquired said Subject Shares or parties to whom such transferring Stockholder is permitted to transfer Parent Common Stock pursuant to this sentence; provided, howeverotherwise, in the case of any gift, sale or other transfer pursuant to this paragraph, at the time of and as a condition to such gift, sale or other transfer, the permitted transferee shall provide to Company its written agreement to be bound by the terms of this Agreement and to perform all of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. Furthermore, Stockholder shall not, except as contemplated by this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect relation to the Subject Shares, deposit and agrees not to commit or agree to take any of the Subject Shares into a voting trust foregoing actions. (d) The Stockholder shall not, nor shall the Stockholder permit any affiliate, director, officer, employee, investment banker, attorney or enter into a voting agreement other advisor or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or knowingly encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other arrangement action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Takeover Proposal. (e) The Stockholder shall use the Stockholder's reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with respect Parent in doing, all things necessary, proper or advisable to support and to consummate and make effective, in the Subject Sharesmost expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement.

Covenants of Stockholder. Subject to Until the termination of this Agreement in accordance with Section 9 hereof5, Stockholder agrees as follows: (a) Without in any way limiting Stockholder's right to vote At the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval Stockholders Meeting (including by written consent), at any meeting of the stockholders of Parent called upon to approve and adopt the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock in connection with the Merger or at any adjournment thereof thereof) or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger Agreement and or the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares (which number of shares may be greater or less than the number of shares as of the date hereof): (i) in favor of the Merger, the approval and adoption by Parent of the Merger Agreement, Agreement and the approval of the issuance of Parent Common Stock in connection with the Merger terms thereof and approval each of the other transactions contemplated by the Merger Agreement; and. 2 (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any subsidiary thereof or any other Takeover Proposal or (ii) against any amendment of Parentthe Company's certificate Certificate of incorporation Incorporation or by-laws or equivalent organizational documents Bylaws or other proposal or transaction involving Parent the Company or any of its Subsidiaries subsidiaries, which amendment or other proposal or transaction would or could reasonably be expected to in any manner impede, frustrate, prevent, prevent or nullify or result in a breach of any representation, warranty or covenant or any other obligation or agreement of Parent Company under or with respect to, the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or by this Agreementchange in any manner the voting rights of any class of capital stock of the Company. The Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (bc) The Stockholder agrees not to (i) sell, transfer, sellpledge, assign, exchange, pledge assign or otherwise dispose of or encumber any of the Subject Shares(including by gift) (collectively, "Transfer"), or to make enter into any offer contract, option or agreement relating thereto, at other arrangement (including any time prior profit-sharing arrangement) with respect to the termination Transfer of this Agreement. Notwithstanding the foregoing, (i) Stockholder may, during the term of this Agreement, gift, sell or otherwise transfer the Subject Shares to (x) a member any person or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) above, and (ii) a Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whomenter into any voting arrangement, directly whether by proxy, voting agreement or indirectly, such transferring Stockholder acquired said Subject Shares or parties to whom such transferring Stockholder is permitted to transfer Parent Common Stock pursuant to this sentence; provided, howeverotherwise, in the case of any gift, sale or other transfer pursuant to this paragraph, at the time of and as a condition to such gift, sale or other transfer, the permitted transferee shall provide to Company its written agreement to be bound by the terms of this Agreement and to perform all of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. Furthermore, Stockholder shall not, except as contemplated by this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect relation to the Subject Shares, deposit and agrees not to commit or agree to take any of the Subject Shares into a voting trust foregoing actions. (d) The Stockholder shall not, nor shall the Stockholder permit any affiliate, director, officer, employee, investment banker, attorney or enter into a voting agreement other advisor or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other arrangement action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Takeover Proposal. (e) The Stockholder shall use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with respect Parent in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement. Stockholder makes the covenants and agreements contained in this Section 2 solely in Stockholder's capacity as a stockholder of the Company and nothing contained in this Agreement shall limit the ability of Stockholder, to the Subject Sharesextent Stockholder is a director of the Company, to discharge Stockholder's fiduciary duties as a director of the Company under applicable law.

Covenants of Stockholder. Subject Stockholder hereby covenants and agrees that: Section 5.01. No Proxies for, Encumbrances on or Disposition of Shares. (i) During the Support Period, except pursuant to Section 9 hereofthe terms of this Agreement, Stockholder agrees shall not, without the prior written consent of Parent, directly or indirectly (except, if Stockholder is an individual, as follows: a result of the death of Stockholder), (a) Without in grant any way limiting Stockholder's right to vote the Subject Shares in its sole discretion on proxies, or enter into any other matters that may be submitted to a stockholder vote, consent voting trust or other approval (including by written consent)Contract, at any meeting of the stockholders of Parent called upon to approve and adopt the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock in connection with the Merger or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger Agreement and voting of any shares of Company Common Stock Beneficially Owned by Stockholder, (b) sell, assign, transfer, tender, encumber or otherwise dispose of, or enter into any Contract with respect to the Merger is soughtdirect or indirect sale, assignment, transfer, tender, encumbrance or other disposition of, any such shares or (c) take any other action that would make any representation or warranty of Stockholder shall vote (contained herein untrue or cause to be voted) incorrect or in any way restrict, limit or interfere in any material respect with the Subject Shares (which number performance of shares may be greater Stockholder’s obligations hereunder or less than the number of shares as of the date hereof): (i) in favor of the Merger, the approval and adoption transactions contemplated hereby or by Parent of the Merger Agreement, approval of the issuance of Parent Common Stock in connection with the Merger and approval of the other transactions contemplated by the Merger Agreement; and (ii) against any amendment of Parent's certificate of incorporation or by-laws seek to do or equivalent organizational documents or other proposal or transaction involving Parent or any of its Subsidiaries which amendment or other proposal or transaction would or could reasonably be expected to impede, frustrate, prevent, nullify or result in a breach of any representation, warranty or covenant or any other obligation or agreement of Parent Company under or with respect to, the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with the Merger or solicit any of the transactions contemplated by the Merger Agreement foregoing actions, or by this Agreement. (b) Stockholder agrees not cause or permit any other Person to transfer, sell, assign, exchange, pledge or otherwise dispose of or encumber take any of the Subject Shares, or to make any offer or agreement relating thereto, at any time prior to the termination of this Agreement. Notwithstanding the foregoing, (i) Stockholder may, during the term of this Agreement, gift, sell or otherwise transfer the Subject Shares to (x) a member or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) aboveforegoing actions, and agrees to notify Parent and Merger Subsidiary promptly (ii) a but in no event later than 24 hours), and to provide all details requested by Parent or Merger Subsidiary, if Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whomshall be approached or solicited, directly or indirectly, such transferring by any Person with respect to any of the foregoing. Without limiting the generality of the foregoing, during the Support Period, Stockholder acquired said Subject Shares shall not tender, agree to tender or parties cause or permit to whom such transferring Stockholder is permitted to transfer Parent be tendered any shares of Company Common Stock Beneficially Owned by Stockholder into or otherwise in connection with any tender or exchange offer or similar transaction, except pursuant to the Offer. (ii) Notwithstanding the foregoing clause (i), Stockholder may transfer shares of Company Common Stock held by Stockholder to any member of Stockholder’s immediate family or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family; provided that a transfer referred to in this sentence; providedsentence shall be permitted only if, however, in the case of any gift, sale or other transfer pursuant to this paragraph, at the time of and as a condition precondition to such gift, sale or other transfer, the permitted transferee shall provide agrees in a writing, reasonably satisfactory in form and substance to Company its written agreement Parent, to be bound by all of the terms of this Agreement and to perform all of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. Furthermore, Stockholder shall not, except as contemplated by this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect to the Subject Shares, deposit the Subject Shares into a voting trust or enter into a voting agreement or any other arrangement with respect to the Subject Shares.

Covenants of Stockholder. Subject to Until the termination of this ------------------------ Agreement in accordance with Section 9 hereof6, Stockholder agrees as follows: (a) Without in any way limiting Stockholder's right to vote At the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval TeleSpectrum Stockholders Meeting (including by written consent), at any meeting of the stockholders of Parent called upon to approve and adopt the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock in connection with the Merger or at any adjournment thereof thereof) or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger Agreement and or the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares (which number of shares may be greater or less than the number of shares as of the date hereof): (i) in favor of the Merger, the approval and adoption by Parent of the Merger Agreement, Agreement and approval of the issuance of Parent Common Stock in connection with the Merger terms thereof and approval each of the other transactions contemplated by the Merger Agreement; and. (b) At any meeting of stockholders of TeleSpectrum or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by TeleSpectrum or any subsidiary thereof or any other Acquisition Proposal or (ii) against any amendment of ParentTeleSpectrum's certificate Certificate of incorporation Incorporation or by-laws or equivalent organizational documents Bylaws or other proposal or transaction involving Parent TeleSpectrum or any of its Subsidiaries TeleSpectrum Subsidiary, which amendment or other proposal or transaction would or could reasonably be expected to in any manner impede, frustrate, prevent, prevent or nullify or result in a breach of any representation, warranty or covenant or any other obligation or agreement of Parent Company under or with respect to, the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or by this Agreementchange in any manner the voting rights of any class of capital stock of TeleSpectrum. The Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (bc) Contemporaneously with the execution of this Agreement: (i) Stockholder shall deliver to IDRC a proxy in the form attached hereto as Exhibit A, which shall be irrevocable to the fullest extent permitted by law, with respect to the Subject Shares (the "Proxy"); and (ii) Stockholder ----- shall cause to be delivered to IDRC an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any issued and outstanding shares of TeleSpectrum Common Stock that are owned beneficially (but are not owned of record) by Stockholder. (d) Except for 678,410 of the Subject Shares (the "CRW Warrant Shares") subject to outstanding warrants granted by the Stockholder, the Stockholder agrees not to (i) sell, transfer, sellpledge, assign, exchange, pledge assign or otherwise dispose of (collectively, "Transfer"), or encumber enter into any contract, option -------- or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of the Subject Shares to any person or (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust or otherwise, in relation to the Subject Shares. The Stockholder further agrees not to commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, the Stockholder may Transfer (i) all of the CRW Warrant Shares upon exercise of the associated warrants or (ii) all or any portion of the Subject SharesShares held by such Stockholder by way of gift or for estate planning purposes, or provided that any such transfer outlined in clause (ii) of the preceding sentence shall first be required to make any offer or agreement relating thereto, at any execute a joinder to this Agreement whereby such transferee agrees to be bound by all of the terms and conditions hereof. (e) Immediately after the execution of this Agreement (and from time to time prior to the termination of this Agreement. Notwithstanding the foregoing), (i) Stockholder may, during the term shall instruct TeleSpectrum to cause each certificate of this Agreement, gift, sell or otherwise transfer Stockholder evidencing any of the Subject Shares to (x) bear a member or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) above, and (ii) a Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whom, directly or indirectly, such transferring Stockholder acquired said Subject Shares or parties to whom such transferring Stockholder is permitted to transfer Parent Common Stock pursuant to this sentence; provided, however, legend in the case of any giftfollowing form: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, sale or other transfer pursuant to this paragraphEXCHANGED OR OTHERWISE -2- TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE STOCKHOLDER SUPPORT AGREEMENT DATED AS OF JANUARY 14, at the time of and as a condition to such gift1999, sale or other transferAS IT MAY BE AMENDED, the permitted transferee shall provide to Company its written agreement to be bound by the terms of this Agreement and to perform all of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. Furthermore, Stockholder shall not, except as contemplated by this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect to the Subject Shares, deposit the Subject Shares into a voting trust or enter into a voting agreement or any other arrangement with respect to the Subject SharesA COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER.

Covenants of Stockholder. Subject to Until the termination of this Agreement ------------------------ in accordance with Section 9 hereof6, Stockholder agrees as follows: (a) Without in any way limiting Stockholder's right to vote At the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval TeleSpectrum Stockholders Meeting (including by written consent), at any meeting of the stockholders of Parent called upon to approve and adopt the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock in connection with the Merger or at any adjournment thereof thereof) or in any other circumstances upon which a vote, consent (including the TeleSpectrum Consent) or other approval (including written consent) with respect to the Merger Agreement and or the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares (which number of shares may be greater or less than the number of shares as of the date hereof): (i) in favor of the Merger, the approval and adoption by Parent of the Merger Agreement, Agreement and the approval of the issuance of Parent Common Stock in connection with the Merger terms thereof and approval each of the other transactions contemplated by the Merger Agreement; and. (b) At any meeting of stockholders of TeleSpectrum or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by TeleSpectrum or any subsidiary thereof or any other Acquisition Proposal or (ii) against any amendment of ParentTeleSpectrum's certificate Certificate of incorporation Incorporation or by-laws or equivalent organizational documents Bylaws or other proposal or transaction involving Parent TeleSpectrum or any of its Subsidiaries TeleSpectrum Subsidiary, which amendment or other proposal or transaction would or could reasonably be expected to in any manner impede, frustrate, prevent, prevent or nullify or result in a breach of any representation, warranty or covenant or any other obligation or agreement of Parent Company under or with respect to, the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of capital stock of TeleSpectrum. The Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) Contemporaneously with the execution of this Agreement: (i) Stockholder shall deliver to IDRC a proxy in the form attached hereto as Exhibit A, which shall be irrevocable to the fullest extent permitted by law, with respect to the Subject Shares (the "Proxy"); and (ii) Stockholder ----- shall cause to be delivered to IDRC an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any issued and outstanding shares of TeleSpectrum Common Stock that are owned beneficially (but are not owned of record) by Stockholder. (d) The Stockholder agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of (collectively, "Transfer"), or enter into -------- any contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of the Subject Shares to any person or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in relation to the Subject Shares, and agrees not to commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, the Stockholder may Transfer all or any portion of the Subject Shares held by such Stockholder by way of gift or for estate planning purposes, provided that any such transfer shall first be required to execute a joinder to this Agreement whereby such transferee agrees to be bound by all of the terms and conditions hereof. (e) The Stockholder shall not, nor shall the Stockholder permit any affiliate, director, officer, employee, partner, investment banker, attorney or other advisor or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Acquisition Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal. (f) The Stockholder shall use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with IDRC in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement. (bg) Stockholder agrees not Immediately after the execution of this Agreement (and from time to transfer, sell, assign, exchange, pledge or otherwise dispose of or encumber any of the Subject Shares, or to make any offer or agreement relating thereto, at any time prior to the termination of this Agreement. Notwithstanding the foregoing), (i) Stockholder may, during the term shall instruct TeleSpectrum to cause each certificate of this Agreement, gift, sell or otherwise transfer Stockholder evidencing any of the Subject Shares to (x) bear a member or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) above, and (ii) a Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whom, directly or indirectly, such transferring Stockholder acquired said Subject Shares or parties to whom such transferring Stockholder is permitted to transfer Parent Common Stock pursuant to this sentence; provided, however, legend in the case of any giftfollowing form: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, sale or other transfer pursuant to this paragraphEXCHANGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE STOCKHOLDER SUPPORT AGREEMENT DATED AS OF JANUARY 14, at the time of and as a condition to such gift1999, sale or other transferAS IT MAY BE AMENDED, the permitted transferee shall provide to Company its written agreement to be bound by the terms of this Agreement and to perform all of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. Furthermore, Stockholder shall not, except as contemplated by this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect to the Subject Shares, deposit the Subject Shares into a voting trust or enter into a voting agreement or any other arrangement with respect to the Subject SharesA COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER.

Covenants of Stockholder. Subject to Section 9 hereof, Stockholder hereby covenants and agrees as followsthat: (a) Without in any way limiting Stockholder's right to vote the Subject Shares in its sole discretion Section 6.01. No Proxies for, Encumbrances on any other matters that may be submitted to a stockholder vote, consent or other approval (including by written consent), at any meeting Disposition of the stockholders of Parent called upon to approve and adopt the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock in connection with the Merger or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger Agreement and the Merger is sought, Stockholder shall vote (or cause to be voted) the Subject Shares (which number of shares may be greater or less than the number of shares as of the date hereof):Shares. (i) in favor of During the MergerSupport Period and any Extension Period, the approval and adoption by Parent of the Merger Agreement, approval of the issuance of Parent Common Stock in connection with the Merger and approval of the other transactions contemplated by the Merger Agreement; and (ii) against any amendment of Parent's certificate of incorporation or by-laws or equivalent organizational documents or other proposal or transaction involving Parent or any of its Subsidiaries which amendment or other proposal or transaction would or could reasonably be expected to impede, frustrate, prevent, nullify or result in a breach of any representation, warranty or covenant or any other obligation or agreement of Parent Company under or with respect to, the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with the Merger or any of the transactions contemplated by the Merger Agreement or by this Agreement. (b) Stockholder agrees not to transfer, sell, assign, exchange, pledge or otherwise dispose of or encumber any of the Subject Shares, or to make any offer or agreement relating thereto, at any time prior except pursuant to the termination of this Agreement. Notwithstanding the foregoing, (i) Stockholder may, during the term terms of this Agreement, giftStockholder shall not, sell or otherwise transfer without the Subject Shares to prior written consent of Parent (xduring the Support Period) a member or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause purchaser party to a Superior Transaction (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) above, and (ii) a Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whomduring any Extension Period), directly or indirectly, such transferring Stockholder acquired said Subject Shares (a) grant any proxies, or parties enter into any voting trust or other Contract, with respect to whom such transferring Stockholder is permitted to transfer Parent the voting of any shares of Company Common Stock pursuant Beneficially Owned by Stockholder, (b) sell, assign, transfer, tender, encumber or otherwise dispose of, or enter into any Contract with respect to this sentence; providedthe direct or indirect sale, howeverassignment, in the case of any gifttransfer, sale tender, encumbrance or other transfer pursuant to this paragraphdisposition of, at any such shares or (c) take any other action that would make any representation or warranty of Stockholder contained herein untrue or incorrect in any material respect or in any way restrict, limit or interfere in any material respect with the time performance of and as a condition to such giftStockholder’s obligations hereunder or the transactions contemplated hereby or by the Merger Agreement (or, sale or other transferif applicable, the permitted transferee shall provide definitive agreement in respect of a Superior Transaction), or seek to Company its written agreement do or solicit any of the foregoing actions, or cause or permit any other Person to be bound by take any of the terms of this Agreement foregoing actions, and, during the Support Period, agrees to notify Parent and Merger Subsidiary promptly, and to perform provide all of the obligations of Stockholder set forth herein as material details reasonably requested by Parent or Merger Subsidiary, if the permitted transferee had originally executed and delivered this Agreement to Company. Furthermore, Stockholder shall not, except as contemplated by this Agreementbe approached or solicited, directly or indirectly, grant by any proxies or powers of attorney Person with respect to any of the Subject Sharesforegoing. Without limiting the generality of the foregoing, deposit during the Subject Shares Support Period and any Extension Period, Stockholder shall not tender, agree to tender or cause or permit to be tendered any shares of Company Common Stock Beneficially Owned by Stockholder into or otherwise in connection with any tender or exchange offer, except pursuant to the Offer during the Support Period or pursuant to a voting trust Superior Transaction during the Extension Period. (ii) Notwithstanding the foregoing clause (i), Stockholder may transfer shares of Company Common Stock held by Stockholder in the manner otherwise provided by the LLC Agreement; provided that a transfer referred to in this sentence shall be permitted only if, as a precondition to such transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Parent during the Support Period, or enter into a voting agreement or any other arrangement the purchaser with respect to a Superior Transaction during any Extension Period, to be bound by all of the Subject Sharesterms of this Agreement.

Covenants of Stockholder. Subject to Until the termination of this Agreement in accordance with Section 9 hereof5, Stockholder agrees as follows: (a) Without in any way limiting Stockholder's right to vote At the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval Stockholders Meeting (including by written consent), at any meeting of the stockholders of Parent called upon to approve and adopt the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock in connection with the Merger or at any adjournment thereof thereof) or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger Agreement and or the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares (which number of shares may be greater or less than the number of shares as of the date hereof): (i) in favor of the Merger, the approval and adoption by Parent of the Merger Agreement, Agreement and the approval of the issuance of Parent Common Stock in connection with the Merger terms thereof and approval each of the other transactions contemplated by the Merger Agreement; and. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any subsidiary thereof or any other Takeover Proposal or (ii) against any amendment of Parentthe Company's certificate Certificate of incorporation Incorporation or by-laws or equivalent organizational documents Bylaws or other proposal or transaction involving Parent the Company or any of its Subsidiaries subsidiaries, which amendment or other proposal or transaction would or could reasonably be expected to in any manner impede, frustrate, prevent, prevent or nullify or result in a breach of any representation, warranty or covenant or any other obligation or agreement of Parent Company under or with respect to, the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or by this Agreementchange in any manner the voting rights of any class of capital stock of the Company. The Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (bc) The Stockholder agrees not to (i) sell, transfer, sellpledge, assign, exchange, pledge assign or otherwise dispose of or encumber any of the Subject Shares(including by gift) (collectively, "Transfer"), or to make enter into any offer contract, option or agreement relating thereto, at other arrangement (including any time prior profit-sharing arrangement) with respect to the termination Transfer of this Agreement. Notwithstanding the foregoing, (i) Stockholder may, during the term of this Agreement, gift, sell or otherwise transfer the Subject Shares to (x) a member any person or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) above, and (ii) a Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whomenter into any voting arrangement, directly whether by proxy, voting agreement or indirectly, such transferring Stockholder acquired said Subject Shares or parties to whom such transferring Stockholder is permitted to transfer Parent Common Stock pursuant to this sentence; provided, howeverotherwise, in the case of any gift, sale or other transfer pursuant to this paragraph, at the time of and as a condition to such gift, sale or other transfer, the permitted transferee shall provide to Company its written agreement to be bound by the terms of this Agreement and to perform all of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. Furthermore, Stockholder shall not, except as contemplated by this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect relation to the Subject Shares, deposit and agrees not to commit or agree to take any of the Subject Shares into a voting trust foregoing actions. (d) The Stockholder shall not, nor shall the Stockholder permit any affiliate, director, officer, employee, investment banker, attorney or enter into a voting agreement other advisor or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other arrangement action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Takeover Proposal. (e) The Stockholder shall use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with respect Parent in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement. Stockholder makes the covenants and agreements contained in this Agreement solely in Stockholder's capacity as a stockholder of the Company and nothing contained in this Agreement shall limit the ability of Stockholder, to the Subject Sharesextent Stockholder is a director of the Company, to discharge Stockholder's fiduciary duties as a director of the Company under applicable law.

Covenants of Stockholder. Subject to Section 9 hereof, Stockholder agrees as follows: (a) Without Stockholder shall not, except as contemplated by the terms of this Agreement, sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including any profit- sharing arrangement) or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, the Shares (including any options or warrants to purchase Earthstone Common Stock) to any person (any such action, a “Transfer”). For purposes of clarification, the term “Transfer” shall include, without limitation, any short sale (including any “short sale against the box”), pledge, transfer, and the establishment of any open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act. Notwithstanding the foregoing, (i) Transfers of Shares as bona fide gifts, or (ii) distributions of Shares to affiliates, affiliated partnerships or other affiliated entities of the undersigned, shall not be prohibited by this Agreement; provided that in the case of any such transfer or distribution pursuant to clause (i) or (ii), each donee or distributee shall execute and deliver to the Company a valid and binding counterpart to this Agreement. (b) Stockholder shall not, except as contemplated by the terms of this Agreement (i) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or otherwise, with respect to the Shares or (ii) take any other action that would in any way limiting Stockholder's right to vote restrict, limit or interfere with the Subject Shares performance of his obligations hereunder or the transactions contemplated hereby or make any representation or warranty of Stockholder herein untrue or incorrect in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval material respect. (including by written consent), at c) At any meeting of the stockholders of Parent Earthstone called to vote upon to approve and adopt the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock Exchange or in connection with any stockholder consent in respect of a vote on the Merger Exchange, the Contribution Agreement Share Issuance, the Exchange Agreement or any other transaction contemplated by the Exchange Agreement or the Contribution Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger Agreement and the Merger such matters is sought, Stockholder shall vote (or cause to be voted) the Subject ), or shall consent, execute a consent or cause to be executed a consent in respect of, Stockholder’s Shares (which number of shares may be greater or less than the number of shares as of the date hereof): (i) in favor of the MergerExchange, the approval and Contribution Agreement Share Issuance, the adoption by Parent Earthstone of the Merger Agreement, Exchange Agreement and the approval of the issuance of Parent Common Stock in connection with the Merger and approval of the any other transactions contemplated by the Merger Agreement; and (ii) against any amendment of Parent's certificate of incorporation or by-laws or equivalent organizational documents or other proposal or transaction involving Parent or any of its Subsidiaries which amendment or other proposal or transaction would or could reasonably be expected to impede, frustrate, prevent, nullify or result in a breach of any representation, warranty or covenant or any other obligation or agreement of Parent Company under or with respect to, the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with the Merger or any of the transactions contemplated by the Merger Exchange Agreement or by this the Contribution Agreement. (bd) Stockholder agrees not to transfer, sell, assign, exchange, pledge or otherwise dispose of or encumber any of the Subject Shares, or permit Earthstone to make any offer or agreement relating thereto, at any time prior to the termination of this Agreement. Notwithstanding the foregoing, (i) Stockholder may, during the term of this Agreement, gift, sell or otherwise transfer the Subject Shares to (x) a member or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) above, publish and (ii) a Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whom, directly or indirectly, such transferring Stockholder acquired said Subject Shares or parties to whom such transferring Stockholder is permitted to transfer Parent Common Stock pursuant to this sentence; provided, however, disclose in the case Proxy Statement and related filings under the securities laws Stockholder’s identity and ownership of any giftShares and the nature of its commitments, sale or other transfer pursuant to this paragraph, at the time of arrangements and as a condition to such gift, sale or other transfer, the permitted transferee shall provide to Company its written agreement to be bound by the terms of understandings under this Agreement and to perform all of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. Furthermore, Stockholder shall not, except as contemplated by this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect to the Subject Shares, deposit the Subject Shares into a voting trust or enter into a voting agreement or any other arrangement with respect to the Subject Sharesinformation required by applicable law.

Covenants of Stockholder. Subject to the termination of the Stockholder’s obligations in accordance with Section 9 hereof4, Stockholder agrees as follows: (a) Without in At any way limiting Stockholder's right to vote the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval stockholders meeting (including by written consent), at any meeting of the stockholders of Parent called upon to approve and adopt the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock in connection with the Merger or at any adjournment thereof thereof) or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger or the Merger Agreement is sought, the Stockholder shall vote the Subject Shares or grant the Stockholder’s consent and approval, as the case may be, in favor of the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (b) At any meeting of stockholders of the Company (or at any adjournment thereof) or in any other circumstances upon which the Stockholder’s vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares (which number of shares may be greater or less than the number of shares as of the date hereof): against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries or any other Takeover Proposal or (ii) any amendment of the Company’s Certificate of Incorporation or Bylaws or other proposal or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in favor of any manner impede, frustrate, prevent or nullify the Merger, the approval and adoption by Parent of the Merger Agreement, approval of the issuance of Parent Common Stock in connection with the Merger and approval Agreement or any of the other transactions contemplated by the Merger Agreement; andAgreement or change in any manner the voting rights of any class of capital stock of the Company. The Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) The Stockholder shall not, nor shall the Stockholder permit any affiliate, director, officer, employee or other representative of the Stockholder to, (i) directly or indirectly solicit, initiate or knowingly encourage the submission of, any Takeover Proposal or (ii) against directly or indirectly participate in any amendment discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of Parent's certificate of incorporation any proposal that constitutes or by-laws or equivalent organizational documents or other proposal or transaction involving Parent or any of its Subsidiaries which amendment or other proposal or transaction would or could reasonably be expected to impedelead to, frustrateany Takeover Proposal. (d) The Stockholder hereby agrees not to (i) sell, preventtransfer, nullify pledge, assign or result in a breach otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into any representationcontract, warranty option or covenant or other arrangement (including any other obligation or agreement of Parent Company under or profit-sharing arrangement) with respect toto the Transfer of such Stockholder’s Subject Shares to any person or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in relation to such Stockholder’s Subject Shares, and agrees not to commit or agree to take any of the Mergerforegoing actions. (e) The Stockholder shall indemnify, hold harmless and reimburse any Parent Group Member from any Loss or Expense indemnifiable under Article VIII of the Merger Agreement pursuant to Section 8.2(b) of the Merger Agreement. Further, the issuance Stockholder agrees to the provisions of Parent Common Stock in connection with the Indemnity Agreement and the Merger Agreement affecting the Stockholder, including those relating to the Stockholders Representative. (f) [Covenant Not to Compete or any Solicit. In consideration of the transactions contemplated by the Merger Agreement or and in order to more effectively protect the value and goodwill of the Company to be acquired by this Agreement.Parent thereby, Stockholder covenants and agrees: (bi) Stockholder agrees not to transfer, sell, assign, exchange, pledge or otherwise dispose of or encumber any that for a period commencing at the Effective Time and ending on the three-year anniversary of the Subject SharesEffective Time (the “Noncompetition Period”), Stockholder will not directly or indirectly (whether as principal, agent, independent contractor, partner, member, manager, officer, director or otherwise) (A) own or make any investment in a company or business with products or services substantially similar to or competitive with the packet core products and services of the Company (the “Packet Core Business”) or the business unit of any successor company that includes the Company’s Packet Core Business, or (B) manage, operate, control, participate in or perform services for any division or department of a company or business, or the division or department of an affiliate or subsidiary of such company or business, if such division or department is engaged in the Packet Core Business (collectively, a “Competitive Division”); provided, however, that, subject to make clause (i)(A) above, this clause (i)(B) will not prevent Stockholder from managing, operating, participating in or performing services for (whether as employee, agent, independent contractor, manager or officer) non-Competitive Divisions of such company or business, but only if Stockholder has no direct or indirect involvement whatsoever in any offer aspect of the Competitive Divisions of such company or agreement relating theretobusiness; and (ii) that during the Noncompetition Period, Stockholder will not induce or attempt to persuade any employee, agent, licensor, content provider, supplier, distributor or customer of the Packet Core Business to terminate such employment, agency or business relationship in order to enter into any such relationship on behalf of any other business organization; provided, however, that general advertisements and job listings disseminated to the public at large will not be deemed to constitute a “solicitation” of employees pursuant to the foregoing provision. In the event Stockholder’s employment is involuntarily terminated by the Company without Cause or Stockholder voluntarily terminates his employment from the Company with Good Reason and Stockholder does not at any time prior to the termination expiration of the Noncompetition Period breach this AgreementAgreement or any proprietary information, inventions or similar agreement between Stockholder and the Company or Parent, the Company will continue to pay Stockholder’s base salary, as in effect immediately prior to such termination, for the remainder of the Noncompetition Period; provided that the Company’s obligation to make such payments shall cease if Parent, in its sole discretion, provides Stockholder with written notice that it has elected to waive the restrictions hereunder. Notwithstanding If Stockholder is a “specified employee,” as defined in Section 409A of the foregoingInternal Revenue Code of 1986, as amended (the “Code”), as of the date of Stockholder’s separation from service, then to the extent any amount payable to Stockholder hereunder (i) Stockholder mayconstitutes the payment of nonqualified deferred compensation, during within the term meaning of this Agreement, gift, sell or otherwise transfer the Subject Shares to (x) a member or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all Section 409A of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) aboveCode, and (ii) a Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whom, directly or indirectly, such transferring Stockholder acquired said Subject Shares or parties to whom such transferring Stockholder is permitted to transfer Parent Common Stock pursuant to this sentence; provided, however, in the case of any gift, sale or other transfer pursuant to this paragraph, at the time of and as a condition to such gift, sale or other transfer, the permitted transferee shall provide to Company its written agreement to be bound by under the terms of this Agreement and to perform all of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. Furthermore, Stockholder shall not, except as contemplated by this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect would be payable prior to the Subject Sharessix-month anniversary of Stockholder’s separation from service, deposit such payment shall be delayed until the Subject Shares into a voting trust or enter into a voting agreement or any other arrangement with respect earlier to occur of (a) the Subject Sharessix-month anniversary of Stockholder’s separation from service and (b) the date of Stockholder’s death.

Covenants of Stockholder. Subject to Until the termination of this Agreement in accordance with Section 9 hereof5, Stockholder agrees as follows: (a) Without in any way limiting Stockholder's right to vote At the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval Stockholders Meeting (including by written consent), at any meeting of the stockholders of Parent called upon to approve and adopt the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock in connection with the Merger or at any adjournment thereof thereof) or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger Agreement and or the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares (which number of shares may be greater or less than the number of shares as of the date hereof): (i) in favor of the Merger, the approval and adoption by Parent of the Merger Agreement, Agreement and the approval of the issuance of Parent Common Stock in connection with the Merger terms thereof and approval each of the other transactions contemplated by the Merger Agreement; and. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any subsidiary thereof or any other Takeover Proposal or (ii) against any amendment of Parentthe Company's certificate Certificate of incorporation Incorporation or by-laws or equivalent organizational documents Bylaws or other proposal or transaction involving Parent the Company or any of its Subsidiaries subsidiaries, which amendment or other proposal or transaction would or could reasonably be expected to in any manner impede, frustrate, prevent, prevent or nullify or result in a breach of any representation, warranty or covenant or any other obligation or agreement of Parent Company under or with respect to, the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or by this Agreementchange in any manner the voting rights of any class of capital stock of the Company. The Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (bc) The Stockholder agrees not to (i) sell, transfer, sellpledge, assign, exchange, pledge assign or otherwise dispose of or encumber any of the Subject Shares(including by gift) (collectively, "Transfer"), or to make enter into any offer contract, option or agreement relating thereto, at other arrangement (including any time prior profit-sharing arrangement) with respect to the termination Transfer of this Agreement. Notwithstanding the foregoing, (i) Stockholder may, during the term of this Agreement, gift, sell or otherwise transfer the Subject Shares to (x) a member any person or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) above, and (ii) a Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whomenter into any voting arrangement, directly whether by proxy, voting agreement or indirectly, such transferring Stockholder acquired said Subject Shares or parties to whom such transferring Stockholder is permitted to transfer Parent Common Stock pursuant to this sentence; provided, howeverotherwise, in the case of any gift, sale or other transfer pursuant to this paragraph, at the time of and as a condition to such gift, sale or other transfer, the permitted transferee shall provide to Company its written agreement to be bound by the terms of this Agreement and to perform all of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. Furthermore, Stockholder shall not, except as contemplated by this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect relation to the Subject Shares, deposit and agrees not to commit or agree to take any of the Subject Shares into a voting trust foregoing actions. (d) The Stockholder shall not, nor shall the Stockholder permit any affiliate, director, officer, employee, investment banker, attorney or enter into a voting agreement other advisor or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other arrangement action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Takeover Proposal. (e) The Stockholder shall use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with respect Parent in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement. Stockholder makes the covenants and agreements contained in this Section 2 solely in Stockholder's capacity as a stockholder of the Company and nothing contained in this Agreement shall limit the ability of Stockholder, to the Subject Sharesextent Stockholder is a director of the Company, to discharge Stockholder's fiduciary duties as a director of the Company under applicable law.

Covenants of Stockholder. Subject to Until the termination of this ------------------------ Agreement in accordance with Section 9 hereof6, Stockholder agrees as follows: (a) Without in any way limiting Stockholder's right to vote At the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval IDRC Stockholders Meeting (including by written consent), at any meeting of the stockholders of Parent called upon to approve and adopt the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock in connection with the Merger or at any adjournment thereof thereof) or in any other circumstances upon which a vote, consent (including the IDRC Consent) or other approval (including written consent) with respect to the Merger Agreement and or the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares (which number of shares may be greater or less than the number of shares as of the date hereof): (i) in favor of the Merger, the approval and adoption by Parent of the Merger Agreement, Agreement and the approval of the issuance of Parent Common Stock in connection with the Merger terms thereof and approval each of the other transactions contemplated by the Merger Agreement; and. (b) At any meeting of stockholders of IDRC or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by IDRC or any subsidiary thereof or any other Acquisition Proposal or (ii) against any amendment of ParentIDRC's certificate Certificate of incorporation Incorporation or by-laws or equivalent organizational documents Bylaws or other proposal or transaction involving Parent IDRC or any of its Subsidiaries IDRC Subsidiary, which amendment or other proposal or transaction would or could reasonably be expected to in any manner impede, frustrate, prevent, prevent or nullify or result in a breach of any representation, warranty or covenant or any other obligation or agreement of Parent Company under or with respect to, the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of capital stock of IDRC. The Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) Contemporaneously with the execution of this Agreement: (i) Stockholder shall deliver to TeleSpectrum a proxy in the form attached hereto as Exhibit A, which shall be irrevocable to the fullest extent permitted by law, with respect to the Subject Shares (the "Proxy"); and ----- (ii) Stockholder shall cause to be delivered to TeleSpectrum an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any issued and outstanding shares of IDRC Common Stock that are owned beneficially (but are not owned of record) by Stockholder. (d) The Stockholder agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of (collectively, "Transfer"), or enter into -------- any contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of the Subject Shares to any person or (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust or otherwise, in relation to the Subject Shares. The Stockholder further agrees not to commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, the Stockholder may Transfer all or any portion of the Subject Shares held by such Stockholder by way of gift or for estate planning purposes, provided that any such transferee shall first be required to execute a joinder to this Agreement whereby such transferee agrees to be bound by all of the terms and conditions hereof. (e) The Stockholder shall not, nor shall the Stockholder permit any affiliate, director, officer, employee, partner, investment banker, attorney or other advisor, agent or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Acquisition Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal. (f) The Stockholder shall use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with TeleSpectrum in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement. (bg) Stockholder agrees not Immediately after the execution of this Agreement (and from time to transfer, sell, assign, exchange, pledge or otherwise dispose of or encumber any of the Subject Shares, or to make any offer or agreement relating thereto, at any time prior to the termination of this Agreement. Notwithstanding the foregoing), (i) Stockholder may, during the term shall instruct IDRC to cause each certificate of this Agreement, gift, sell or otherwise transfer Stockholder evidencing any of the Subject Shares to (x) bear a member or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) above, and (ii) a Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whom, directly or indirectly, such transferring Stockholder acquired said Subject Shares or parties to whom such transferring Stockholder is permitted to transfer Parent Common Stock pursuant to this sentence; provided, however, legend in the case of any giftfollowing form: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, sale or other transfer pursuant to this paragraphEXCHANGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE STOCKHOLDER SUPPORT AGREEMENT DATED AS OF JANUARY __, at the time of and as a condition to such gift1999, sale or other transferAS IT MAY BE AMENDED, the permitted transferee shall provide to Company its written agreement to be bound by the terms of this Agreement and to perform all of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. FurthermoreBETWEEN THE ISSUER AND IDRC, Stockholder shall not, except as contemplated by this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect to the Subject Shares, deposit the Subject Shares into a voting trust or enter into a voting agreement or any other arrangement with respect to the Subject SharesA COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER.

Covenants of Stockholder. Subject Each Stockholder covenants and agrees, severally and not jointly, with respect to Section 9 hereof, Stockholder agrees itself as follows: (a) Without in any way limiting Stockholder's right to vote Throughout the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval (including by written consent)term of this Agreement, at any meeting of the stockholders of Parent the Company (including, without limitation, any Company Stockholders’ Meeting) called to vote upon to approve (x) any of the transactions contemplated by the Reorganization Agreement (including, without limitation, the Company Stockholder Approvals) or (y) the Reincorporation Merger (including the approval of the adoption of an agreement and adopt the Merger Agreement and the Merger, and to approve the issuance plan of Parent Common Stock merger entered into in connection with therewith) (such approvals in clause (x) or (y), the Merger “Stockholder Approval Matters”), or at any postponement or adjournment thereof, in accordance with the terms of the Reorganization Agreement or in accordance with the terms of the Reincorporation Merger, or in any other circumstances upon which a vote, adoption or other approval with respect to any of the Stockholder Approval Matters is sought, such Stockholder shall (i) appear at such meeting or (by the grant and appointment of a proxy under Section 4 below) cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (by the grant and appointment of a proxy under Section 4 below) all of such Stockholder’s Subject Shares in favor of the Stockholder Approval Matters; provided, however, if the Company shall have made a Company Adverse Recommendation Change solely in response to a Superior Company Proposal in accordance with the terms of the Reorganization Agreement, the Stockholders shall be released from their obligations pursuant to this Section 3(a) with respect to any meeting of stockholders of the Company called to vote upon the matters included in clause (x) of the definition of “Stockholder Approval Matters” or in any other circumstances upon which a vote, adoption or other approval with respect to any matter covered by clause (x) of the Stockholder Approval Matters is sought. (b) Throughout the term of this Agreement, at any meeting of the stockholders of the Company or at any postponement or adjournment thereof or in any other circumstances upon which a vote, consent adoption or other approval is sought with respect to the matters set forth in clause (including written consentii) of this Section 3(b), each Stockholder shall (i) appear at such meeting or (by the grant and appointment of a proxy under Section 4 below) cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (by the grant and appointment of a proxy under Section 4 below) all of such Stockholder’s Subject Shares (1) against any Alternative Company Transaction Proposal or any agreement relating thereto and (2) against any amendment of the Company Articles or the Company Bylaws (other than pursuant to or as permitted under the Reorganization Agreement or pursuant to the terms of the Reincorporation Merger) or any other proposal, action, agreement or transaction which, in the case of this clause (2), as the Stockholders have been advised by the Company based on advice of counsel, would reasonably be expected to prevent, impede, interfere or be inconsistent with, delay, discourage or adversely affect the timely consummation of the transactions contemplated by the Reorganization Agreement or the Reincorporation Merger; provided, however, if the Company shall have made a Company Adverse Recommendation Change solely in response to a Superior Company Proposal in accordance with the terms of the Reorganization Agreement, the Stockholders shall be released from their obligations pursuant to this Section 3(b) with respect to any meeting of stockholders of the Merger Agreement and Company or in any other circumstances upon which a vote, adoption or other approval of is sought with respect to the Merger is soughtmatters set forth in clause (ii) of this Section 3(b). (c) Throughout the term of this Agreement, each Stockholder shall vote not, nor shall it authorize or permit any of its controlled Affiliates or any of their respective directors, officers or employees, as applicable, or any of its or their respective financial advisors, legal counsel, financing sources, accountants or other advisors, agents or representatives (collectively, “Representatives”) to, directly or indirectly, on its behalf (i) solicit, initiate or facilitate (including by way of furnishing information), knowingly induce or knowingly encourage any inquiries or the making of any proposal or offer (including any proposal or offer to the Company Stockholders) that constitutes or would reasonably be expected to lead to an Alternative Company Transaction Proposal, or (ii) enter into, continue or otherwise participate Active 35044374.9 3261538.1 in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Company Transaction Proposal. Each Stockholder shall, and shall cause its controlled Affiliates and its and their respective Representatives on its behalf to, immediately cease and cause to be votedterminated any and all existing activities, discussions or negotiations with any Person with respect to any Alternative Company Transaction Proposal and will enforce and will not waive any provisions of, any confidentiality or standstill agreement (or any similar agreement) to which the Stockholder is a party relating to any such Alternative Company Transaction Proposal, and will promptly request each Person that has heretofore executed a confidentiality agreement with such Stockholder in connection with its consideration of any Alternative Company Transaction Proposal to return or destroy all confidential information furnished prior to the execution of this Agreement to or for the benefit of such Person by or on behalf of the Company or any of its Subsidiaries. Notwithstanding the foregoing, in the event the Company is permitted to take the actions set forth in Section 5.2(b)(i) and (ii) of the Reorganization Agreement, the Stockholders shall be released from the restrictions set forth in clause (ii) of the first sentence of this Section 3(c). (d) Throughout the term of this Agreement, other than pursuant to and as permitted by the terms of the Reorganization Agreement, the Reincorporation Merger and this Agreement, such Stockholder shall not, and shall not commit or agree to, directly or indirectly, (i) sell, transfer, pledge, encumber, exchange, assign, convert, tender or otherwise dispose of (including by gift or merger) Beneficial Ownership of (collectively, “Transfer”), or consent to or permit any Transfer of, any Subject Shares (which number of shares may be greater or less than the number of shares as any interest therein) or any rights to acquire any securities or equity interests of the date hereof): Company, or enter into any Contract, option, call or other arrangement with respect to the Transfer (iincluding any profit sharing or other derivative arrangement) of any Subject Shares (or any interest therein) or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares or rights to acquire any securities or equity interests of the Company, other than this Agreement, provided, that such Stockholder may Transfer any Subject Shares pursuant to any sale, transfer, contract or other disposition (which, for the avoidance of doubt, excludes any conversion except conversions contemplated by the Reorganization Agreement) (A) to an immediate family member of such Stockholder, (B) by will or for tax or estate planning purposes, (C) to a trust or other entity established for the benefit of such Stockholder and/or for the benefit of one or more members of such Stockholder’s immediate family, (D) to an entity wholly-owned by such Stockholder or (E) that were acquired pursuant to Section 9 of this Agreement, provided, that, in the case of clauses (A) through (D), any such transferee shall agree (in writing, pursuant to a joinder agreement or other instrument, reasonably acceptable to and in favor of each of the MergerCompany and Liberty) to take such Subject Shares subject to the transferor’s obligations under this Agreement (a “Permitted Transferee”); provided, further, that the death of any Stockholder who is an individual person shall itself not be a sale, transfer or disposition of any Subject Shares prohibited by this Section 3(d) as long as another Stockholder, a Permitted Transferee or the Stockholder’s estate continues to own such Subject Shares and agrees to perform such Stockholder’s obligations hereunder. At the request of Liberty or the Company, each certificate or other instrument representing any Subject Shares shall bear a legend that such Subject Shares are subject to the provisions of this Agreement, including this Section 3(d). Promptly upon the termination of this Agreement (and in no event later than one (1) business day upon any Stockholder’s request), the approval Company and adoption by Parent such Stockholder shall take all reasonable and necessary action to have such legend removed. (e) Such Stockholder shall not, and such Stockholder shall not authorize or permit any controlled Affiliate or any Representative of such Stockholder, directly or indirectly, to issue on its behalf any press release or make any other public statement with respect to the Merger Reorganization Agreement, approval of this Agreement, the issuance of Parent Common Stock in connection with the Reincorporation Merger and approval or any of the other transactions contemplated by the Merger Agreement; and (ii) against any amendment of Parent's certificate of incorporation or by-laws or equivalent organizational documents or other proposal or transaction involving Parent or any of its Subsidiaries which amendment or other proposal or transaction would or could reasonably be expected to impede, frustrate, prevent, nullify or result in a breach of any representation, warranty or covenant or any other obligation or agreement of Parent Company under or with respect to, the Merger, the Merger Reorganization Agreement, the issuance by any agreement and plan of Parent Common Stock merger entered into in connection with the Reincorporation Merger or by this Agreement without the prior written consent of Liberty and the Company, which consent shall not be unreasonably withheld, delayed or conditioned, except as may be required by applicable Law or court process, provided that the foregoing shall not apply to any disclosure required to be made by such Stockholder to the SEC or other Governmental Entity, including any amendment of any Statement on Schedule 13D, so long as such disclosure is consistent with the transactions contemplated terms of this Agreement, the Reorganization Agreement, and the Reincorporation Merger and the public statements made by the Merger Company and Liberty pursuant to the Reorganization Agreement, this Agreement and the Reincorporation Merger. In connection with any such publication and disclosure by such Stockholder, such Stockholder will coordinate and consult with Liberty and the Company (to the extent practicable based on legal timing requirements) before issuing, and give Liberty and the Company the opportunity to review and comment upon, giving due consideration to all reasonable additions, deletions or changes suggested within a reasonable time in connection therewith, such publications or disclosures. (f) Such Stockholder hereby agrees that, in the event (i) of any stock dividend or other distribution, stock split, reverse stock split, recapitalization, reclassification, reorganization, combination or other like change, of or affecting the Subject Shares or (ii) that such Stockholder purchases or otherwise acquires Beneficial Ownership or Active 35044374.9 3261538.1 record ownership of or an interest in, or acquires the right to vote or share in the voting of, any shares of Company Capital Stock (other than shares of Company Capital Stock owned by the Company 401(k) Plan), in each case after the execution of this Agreement, including pursuant to the terms of this Agreement (including by conversion, operation of Law or otherwise) (collectively, the “New Shares”), such Stockholder shall deliver promptly to Liberty and the Company written notice of such event which notice shall state the number of New Shares so acquired or received or over which such Stockholder obtained the right to vote. Such Stockholder agrees that any New Shares shall be subject to the terms of this Agreement, including all covenants, agreements, obligations, representations and warranties set forth herein, and shall constitute Subject Shares to the same extent as if those New Shares were owned by such Stockholder on the date of this Agreement. Such Stockholder agrees that this Agreement and the obligations hereunder shall be binding upon any Person to which record or Beneficial Ownership of such Stockholder’s Subject Shares shall pass, whether by operation of Law or otherwise, including such Stockholder’s heirs, guardians, administrators or successors, and such Stockholder further agrees to take all actions necessary to effectuate the foregoing. For the avoidance of doubt, all Company Capital Stock issued to a Stockholder in connection with the Company Reclassification and the Auto Conversion will constitute Subject Shares for purposes of this Agreement. (bg) Each Stockholder hereby (i) irrevocably and unconditionally waives, and agrees not to transferassert or perfect, sellany rights of appraisal, assign, exchange, pledge rights to dissent or otherwise dispose other rights with respect to any of or encumber any the Stockholder Approval Matters (including the Reincorporation Merger) that such Stockholder may have by virtue of ownership of the Subject Shares, or to make including without limitation any offer or agreement relating thereto, at any time prior to the termination right of this Agreementdissent under Sec. Notwithstanding the foregoing, (i) Stockholder may, during the term of this Agreement, gift, sell or otherwise transfer the Subject Shares to (x) a member or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all 10.06.574 - .580 of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) aboveACC, and (ii) a Stockholder who acquired Subject Shares pursuant acknowledges that Liberty and the Company will reasonably rely to this sentence may transfer their detriment upon such Subject Shares only to the Stockholder from whom, directly or indirectly, such transferring Stockholder acquired said Subject Shares or parties to whom such transferring Stockholder is permitted to transfer Parent Common Stock pursuant to this sentence; provided, however, in the case of any gift, sale or other transfer pursuant to this paragraph, at the time of and as a condition to such gift, sale or other transfer, the permitted transferee shall provide to Company its written agreement to be bound by the terms of this Agreement and to perform all of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. Furthermore, Stockholder shall not, except as contemplated by this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect to the Subject Shares, deposit the Subject Shares into a voting trust or enter into a voting agreement or any other arrangement with respect to the Subject Shareswaiver.

Covenants of Stockholder. Subject to Section 9 hereof, Stockholder agrees with Parent as follows: (a) Without in any way limiting Stockholder's ’s right to vote the Subject Shares in its sole discretion on with respect to any other matters that may be submitted to a stockholder vote, consent or other approval (including by written consent), at any meeting of the stockholders of Parent called upon to approve and adopt the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock in connection with the Merger or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger Agreement and the Merger is soughtmatters set forth below, Stockholder shall vote (or cause to be voted) the Subject Shares (which number of shares may be greater or less than the number of shares as of the date hereof):Shares: (i) in favor of the Merger, the approval and adoption by Parent the stockholders of the Company of the Merger Agreement, approval of the issuance of Parent Common Stock in connection with the Merger Agreement and approval of the other transactions contemplated by the Merger Agreement; and (ii) against (x) any Acquisition Proposal or any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantially all of the Company’s assets, sale or issuance of securities of the Company or any of its Subsidiaries, reorganization, joint venture, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries and (y) any amendment of Parent's the Company’s certificate of incorporation or by-laws bylaws or equivalent organizational documents or other proposal or transaction involving Parent the Company or any of its Subsidiaries which amendment or other proposal or transaction would or could would reasonably be expected to impede, frustrate, prevent, nullify materially delay or result in a breach of any representation, warranty or covenant or any other obligation or agreement of Parent the Company under or with respect to, to the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with the Merger Agreement or any of the transactions contemplated by the Merger Agreement or by this Agreement. (b) Stockholder agrees not to transfer, sell, assign, exchange, pledge or otherwise dispose of (including by gift) or encumber any of the Subject Shares, or to make any offer or agreement relating thereto, at any time prior to the termination of this Agreement. Notwithstanding the foregoing, (i) Stockholder may, during the term of this Agreement, gift, sell or otherwise transfer the Subject Shares to (x) a member or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) above, and (ii) a Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whom, directly or indirectly, such transferring Stockholder acquired said Subject Shares or parties to whom such transferring Stockholder is permitted to transfer Parent Common Stock pursuant to this sentence; provided, however, in the case of any gift, sale or other transfer pursuant to this paragraph, at the time of and as a condition to such gift, sale or other transfer, the permitted transferee shall provide to Company its written agreement to be bound by the terms of this Agreement and to perform all of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. Furthermore, Stockholder shall not, except as contemplated by this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect to the Subject Shares, deposit the Subject Shares into a voting trust or enter into a voting agreement or any other arrangement with respect to the Subject SharesShares and shall not commit or agree to take any of the foregoing actions. (c) Stockholder shall be deemed to be a Representative at all times for purposes of Section 6.3 of the Merger Agreement (regardless of whether Stockholder is in fact a Representative at the relevant time) and shall comply with the terms of the third sentence of Section 6.3(a) of the Merger Agreement. (d) Stockholder hereby waives, and agrees not to exercise or assert, any appraisal or similar rights under Section 262 of the DGCL or other applicable law in connection with the Merger.

Covenants of Stockholder. Subject Each Stockholder covenants and agrees, severally and not jointly, with respect to Section 9 hereof, Stockholder agrees itself as follows: (a) Without in any way limiting Stockholder's right to vote Throughout the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval (including by written consent)term of this Agreement, at any meeting of the stockholders of Parent the Company (including, without limitation, any Company Stockholders’ Meeting) called to vote upon to approve (x) any of the transactions contemplated by the Reorganization Agreement (including, without limitation, the Company Stockholder Approvals) or (y) the Reincorporation Merger (including the approval of the adoption of an agreement and adopt the Merger Agreement and the Merger, and to approve the issuance plan of Parent Common Stock merger entered into in connection with therewith) (such approvals in clause (x) or (y), the Merger “Stockholder Approval Matters”), or at any postponement or adjournment thereof, in accordance with the terms of the Reorganization Agreement or in accordance with the terms of the Reincorporation Merger, or in any other circumstances upon which a vote, adoption or other approval with respect to any of the Stockholder Approval Matters is sought, such Stockholder shall (i) appear at such meeting or (by the grant and appointment of a proxy under Section 4 below) cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (by the grant and appointment of a proxy under Section 4 below) all of such Stockholder’s Subject Shares in favor of the Stockholder Approval Matters; provided, however, if the Company shall have made a Company Adverse Recommendation Change solely in response to a Superior Company Proposal in accordance with the terms of the Reorganization Agreement, the Stockholders shall be released from their obligations pursuant to this Section 3(a) with respect to any meeting of stockholders of the Company called to vote upon the matters included in clause (x) of the definition of “Stockholder Approval Matters” or in any other circumstances upon which a vote, adoption or other approval with respect to any matter covered by clause (x) of the Stockholder Approval Matters is sought. (b) Throughout the term of this Agreement, at any meeting of the stockholders of the Company or at any postponement or adjournment thereof or in any other circumstances upon which a vote, consent adoption or other approval is sought with respect to the matters set forth in clause (including written consentii) of this Section 3(b), each Stockholder shall (i) appear at such meeting or (by the grant and appointment of a proxy under Section 4 below) cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (by the grant and appointment of a proxy under Section 4 below) all of such Stockholder’s Subject Shares (1) against any Alternative Company Transaction Proposal or any agreement relating thereto and (2) against any amendment of the Company Articles or the Company Bylaws (other than pursuant to or as permitted under the Reorganization Agreement or pursuant to the terms of the Reincorporation Merger) or any other proposal, action, agreement or transaction which, in the case of this clause (2), as the Stockholders have been advised by the Company based on advice of counsel, would reasonably be expected to prevent, impede, interfere or be inconsistent with, delay, discourage or adversely affect the timely consummation of the transactions contemplated by the Reorganization Agreement or the Reincorporation Merger; provided, however, if the Company shall have made a Company Adverse Recommendation Change solely in response to a Superior Company Proposal in accordance with the terms of the Reorganization Agreement, the Stockholders shall be released from their obligations pursuant to this Section 3(b) with respect to any meeting of stockholders of the Merger Agreement and Company or in any other circumstances upon which a vote, adoption or other approval of is sought with respect to the Merger is soughtmatters set forth in clause (ii) of this Section 3(b). (c) Throughout the term of this Agreement, each Stockholder shall vote not, nor shall it authorize or permit any of its controlled Affiliates or any of their respective directors, officers or employees, as applicable, or any of its or their respective financial advisors, legal counsel, financing sources, accountants or other advisors, agents or representatives (collectively, “Representatives”) to, directly or indirectly, on its behalf (i) solicit, initiate or facilitate (including by way of furnishing information), knowingly induce or knowingly encourage any inquiries or the making of any proposal or offer (including any proposal or offer to the Company Stockholders) that constitutes or would reasonably be expected to lead to an Alternative Company Transaction Proposal, or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Company Transaction Proposal. Each Stockholder shall, and shall cause its controlled Affiliates and its and their respective Representatives on its behalf to, immediately cease and cause to be votedterminated any and all existing activities, discussions or negotiations with any Person with respect to any Alternative Company Transaction Proposal and will enforce and will not waive any provisions of, any confidentiality or standstill agreement (or any similar agreement) to which the Stockholder is a party relating to any such Alternative Company Transaction Proposal, and will promptly request each Person that has heretofore executed a confidentiality agreement with such Stockholder in connection with its consideration of any Alternative Company Transaction Proposal to return or destroy all confidential information furnished prior to the execution of this Agreement to or for the benefit of such Person by or on behalf of the Company or any of its Subsidiaries. Notwithstanding the foregoing, in the event the Company is permitted to take the actions set forth in Section 5.2(b)(i) and (ii) of the Reorganization Agreement, the Stockholders shall be released from the restrictions set forth in clause (ii) of the first sentence of this Section 3(c). (d) Throughout the term of this Agreement, other than pursuant to and as permitted by the terms of the Reorganization Agreement, the Reincorporation Merger and this Agreement, such Stockholder shall not, and shall not commit or agree to, directly or indirectly, (i) sell, transfer, pledge, encumber, exchange, assign, convert, tender or otherwise dispose of (including by gift or merger) Beneficial Ownership of (collectively, “Transfer”), or consent to or permit any Transfer of, any Subject Shares (which number of shares may be greater or less than the number of shares as any interest therein) or any rights to acquire any securities or equity interests of the date hereof): Company, or enter into any Contract, option, call or other arrangement with respect to the Transfer (iincluding any profit sharing or other derivative arrangement) of any Subject Shares (or any interest therein) or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares or rights to acquire any securities or equity interests of the Company, other than this Agreement, provided, that such Stockholder may Transfer any Subject Shares pursuant to any sale, transfer, contract or other disposition (which, for the avoidance of doubt, excludes any conversion except conversions contemplated by the Reorganization Agreement) (A) to an immediate family member of such Stockholder, (B) by will or for tax or estate planning purposes, (C) to a trust or other entity established for the benefit of such Stockholder and/or for the benefit of one or more members of such Stockholder’s immediate family, (D) to an entity wholly-owned by such Stockholder or (E) that were acquired pursuant to Section 9 of this Agreement, provided, that, in the case of clauses (A) through (D), any such transferee shall agree (in writing, pursuant to a joinder agreement or other instrument, reasonably acceptable to and in favor of each of the MergerCompany and Liberty) to take such Subject Shares subject to the transferor’s obligations under this Agreement (a “Permitted Transferee”); provided, further, that the death of any Stockholder who is an individual person shall itself not be a sale, transfer or disposition of any Subject Shares prohibited by this Section 3(d) as long as another Stockholder, a Permitted Transferee or the Stockholder’s estate continues to own such Subject Shares and agrees to perform such Stockholder’s obligations hereunder. At the request of Liberty or the Company, each certificate or other instrument representing any Subject Shares shall bear a legend that such Subject Shares are subject to the provisions of this Agreement, including this Section 3(d). Promptly upon the termination of this Agreement (and in no event later than one (1) business day upon any Stockholder’s request), the approval Company and adoption by Parent such Stockholder shall take all reasonable and necessary action to have such legend removed. (e) Such Stockholder shall not, and such Stockholder shall not authorize or permit any controlled Affiliate or any Representative of such Stockholder, directly or indirectly, to issue on its behalf any press release or make any other public statement with respect to the Merger Reorganization Agreement, approval of this Agreement, the issuance of Parent Common Stock in connection with the Reincorporation Merger and approval or any of the other transactions contemplated by the Merger Agreement; and (ii) against any amendment of Parent's certificate of incorporation or by-laws or equivalent organizational documents or other proposal or transaction involving Parent or any of its Subsidiaries which amendment or other proposal or transaction would or could reasonably be expected to impede, frustrate, prevent, nullify or result in a breach of any representation, warranty or covenant or any other obligation or agreement of Parent Company under or with respect to, the Merger, the Merger Reorganization Agreement, the issuance by any agreement and plan of Parent Common Stock merger entered into in connection with the Reincorporation Merger or by this Agreement without the prior written consent of Liberty and the Company, which consent shall not be unreasonably withheld, delayed or conditioned, except as may be required by applicable Law or court process, provided that the foregoing shall not apply to any disclosure required to be made by such Stockholder to the SEC or other Governmental Entity, including any amendment of any Statement on Schedule 13D, so long as such disclosure is consistent with the transactions contemplated terms of this Agreement, the Reorganization Agreement, and the Reincorporation Merger and the public statements made by the Merger Company and Liberty pursuant to the Reorganization Agreement, this Agreement and the Reincorporation Merger. In connection with any such publication and disclosure by such Stockholder, such Stockholder will coordinate and consult with Liberty and the Company (to the extent practicable based on legal timing requirements) before issuing, and give Liberty and the Company the opportunity to review and comment upon, giving due consideration to all reasonable additions, deletions or changes suggested within a reasonable time in connection therewith, such publications or disclosures. (f) Such Stockholder hereby agrees that, in the event (i) of any stock dividend or other distribution, stock split, reverse stock split, recapitalization, reclassification, reorganization, combination or other like change, of or affecting the Subject Shares or (ii) that such Stockholder purchases or otherwise acquires Beneficial Ownership or record ownership of or an interest in, or acquires the right to vote or share in the voting of, any shares of Company Capital Stock (other than shares of Company Capital Stock owned by the Company 401(k) Plan), in each case after the execution of this Agreement, including pursuant to the terms of this Agreement (including by conversion, operation of Law or otherwise) (collectively, the “New Shares”), such Stockholder shall deliver promptly to Liberty and the Company written notice of such event which notice shall state the number of New Shares so acquired or received or over which such Stockholder obtained the right to vote. Such Stockholder agrees that any New Shares shall be subject to the terms of this Agreement, including all covenants, agreements, obligations, representations and warranties set forth herein, and shall constitute Subject Shares to the same extent as if those New Shares were owned by such Stockholder on the date of this Agreement. Such Stockholder agrees that this Agreement and the obligations hereunder shall be binding upon any Person to which record or Beneficial Ownership of such Stockholder’s Subject Shares shall pass, whether by operation of Law or otherwise, including such Stockholder’s heirs, guardians, administrators or successors, and such Stockholder further agrees to take all actions necessary to effectuate the foregoing. For the avoidance of doubt, all Company Capital Stock issued to a Stockholder in connection with the Company Reclassification and the Auto Conversion will constitute Subject Shares for purposes of this Agreement. (bg) Each Stockholder hereby (i) irrevocably and unconditionally waives, and agrees not to transferassert or perfect, sellany rights of appraisal, assign, exchange, pledge rights to dissent or otherwise dispose other rights with respect to any of or encumber any the Stockholder Approval Matters (including the Reincorporation Merger) that such Stockholder may have by virtue of ownership of the Subject Shares, or to make including without limitation any offer or agreement relating thereto, at any time prior to the termination right of this Agreementdissent under Sec. Notwithstanding the foregoing, (i) Stockholder may, during the term of this Agreement, gift, sell or otherwise transfer the Subject Shares to (x) a member or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all 10.06.574 - .580 of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) aboveACC, and (ii) a Stockholder who acquired Subject Shares pursuant acknowledges that Liberty and the Company will reasonably rely to this sentence may transfer their detriment upon such Subject Shares only to the Stockholder from whom, directly or indirectly, such transferring Stockholder acquired said Subject Shares or parties to whom such transferring Stockholder is permitted to transfer Parent Common Stock pursuant to this sentence; provided, however, in the case of any gift, sale or other transfer pursuant to this paragraph, at the time of and as a condition to such gift, sale or other transfer, the permitted transferee shall provide to Company its written agreement to be bound by the terms of this Agreement and to perform all of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. Furthermore, Stockholder shall not, except as contemplated by this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect to the Subject Shares, deposit the Subject Shares into a voting trust or enter into a voting agreement or any other arrangement with respect to the Subject Shareswaiver.

Covenants of Stockholder. Subject to Section 9 hereof, Stockholder agrees as follows: (a) Without Stockholder shall not, except as contemplated by the terms of this Agreement, sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including any profit-sharing arrangement) or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, the Shares (including any options or warrants to purchase Earthstone Common Stock) to any person (any such action, a “Transfer”). For purposes of clarification, the term “Transfer” shall include, without limitation, any short sale (including any “short sale against the box”), pledge, transfer, and the establishment of any open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act. Notwithstanding the foregoing, (i) Transfers of Shares as bona fide gifts, or (ii) distributions of Shares to affiliates, affiliated partnerships or other affiliated entities of the undersigned, shall not be prohibited by this Agreement; provided that in the case of any such transfer or distribution pursuant to clause (i) or (ii), each donee or distributee shall execute and deliver to the Company a valid and binding counterpart to this Agreement. (b) Stockholder shall not, except as contemplated by the terms of this Agreement (i) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or otherwise, with respect to the Shares or (ii) take any other action that would in any way limiting Stockholder's right to vote restrict, limit or interfere with the Subject Shares performance of his obligations hereunder or the transactions contemplated hereby or make any representation or warranty of Stockholder herein untrue or incorrect in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval material respect. (including by written consent), at c) At any meeting of Stockholders of Earthstone called to vote upon the stockholders of Parent called upon to approve and adopt the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock Exchange or in connection with any Stockholder consent in respect of a vote on the Merger Exchange, the Exchange Agreement or any other transaction contemplated by the Exchange Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger Agreement and the Merger such matters is sought, Stockholder shall vote (or cause to be voted) the Subject ), or shall consent, execute a consent or cause to be executed a consent in respect of, Stockholder’s Shares (which number of shares may be greater or less than the number of shares as of the date hereof): (i) in favor of the MergerExchange, the approval and adoption by Parent Earthstone of the Merger Agreement, Exchange Agreement and the approval of the issuance of Parent Common Stock in connection with the Merger and approval of the any other transactions contemplated by the Merger Agreement; and (ii) against any amendment of Parent's certificate of incorporation or by-laws or equivalent organizational documents or other proposal or transaction involving Parent or any of its Subsidiaries which amendment or other proposal or transaction would or could reasonably be expected to impede, frustrate, prevent, nullify or result in a breach of any representation, warranty or covenant or any other obligation or agreement of Parent Company under or with respect to, the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with the Merger or any of the transactions contemplated by the Merger Agreement or by this Exchange Agreement. (bd) Stockholder agrees not to transfer, sell, assign, exchange, pledge or otherwise dispose of or encumber any of the Subject Shares, or permit Earthstone to make any offer or agreement relating thereto, at any time prior to the termination of this Agreement. Notwithstanding the foregoing, (i) Stockholder may, during the term of this Agreement, gift, sell or otherwise transfer the Subject Shares to (x) a member or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) above, publish and (ii) a Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whom, directly or indirectly, such transferring Stockholder acquired said Subject Shares or parties to whom such transferring Stockholder is permitted to transfer Parent Common Stock pursuant to this sentence; provided, however, disclose in the case Proxy Statement and related filings under the securities laws Stockholder’s identity and ownership of any giftShares and the nature of its commitments, sale or other transfer pursuant to this paragraph, at the time of arrangements and as a condition to such gift, sale or other transfer, the permitted transferee shall provide to Company its written agreement to be bound by the terms of understandings under this Agreement and to perform all of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. Furthermore, Stockholder shall not, except as contemplated by this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect to the Subject Shares, deposit the Subject Shares into a voting trust or enter into a voting agreement or any other arrangement with respect to the Subject Sharesinformation required by applicable law.

Covenants of Stockholder. Subject to Until the termination of this Agreement in ------------------------ accordance with Section 9 hereof6, Stockholder agrees as follows: (a1) Without in any way limiting Stockholder's right to vote At the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval IDRC Stockholders Meeting (including by written consent), at any meeting of the stockholders of Parent called upon to approve and adopt the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock in connection with the Merger or at any adjournment thereof thereof) or in any other circumstances upon which a vote, consent (including the IDRC Consent) or other approval (including written consent) with respect to the Merger Agreement and or the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares (which number of shares may be greater or less than the number of shares as of the date hereof): (i) in favor of the Merger, the approval and adoption by Parent of the Merger Agreement, Agreement and the approval of the issuance of Parent Common Stock in connection with the Merger terms thereof and approval each of the other transactions contemplated by the Merger Agreement; and. (2) At any meeting of stockholders of IDRC or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by IDRC or any subsidiary thereof or any other Acquisition Proposal or (ii) against any amendment of ParentIDRC's certificate Certificate of incorporation Incorporation or by-laws or equivalent organizational documents Bylaws or other proposal or transaction involving Parent IDRC or any of its Subsidiaries IDRC Subsidiary, which amendment or other proposal or transaction would or could reasonably be expected to in any manner impede, frustrate, prevent, prevent or nullify or result in a breach of any representation, warranty or covenant or any other obligation or agreement of Parent Company under or with respect to, the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of capital stock of IDRC. The Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (a) Contemporaneously with the execution of this Agreement: (i) Stockholder shall deliver to TeleSpectrum a proxy in the form attached hereto as Exhibit A, which shall be irrevocable to the fullest extent permitted by law, with respect to the Subject Shares (the "Proxy"); ----- and (ii) Stockholder shall cause to be delivered to TeleSpectrum an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any issued and outstanding shares of IDRC Common Stock that are owned beneficially (but are not owned of record) by Stockholder. (3) The Stockholder agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of (collectively, "Transfer"), or enter into any -------- contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of the Subject Shares to any person or (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust or otherwise, in relation to the Subject Shares. The Stockholder further agrees not to commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, the Stockholder may Transfer all or any portion of the Subject Shares held by such Stockholder by way of gift or for estate planning purposes, provided that any such transferee shall first be required to execute a joinder to this Agreement whereby such transferee agrees to be bound by all of the terms and conditions hereof. (4) The Stockholder shall not, nor shall the Stockholder permit any affiliate, director, officer, employee, partner, investment banker, attorney or other advisor, agent or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Acquisition Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal. (5) The Stockholder shall use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with TeleSpectrum in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement. (b6) Stockholder agrees not Immediately after the execution of this Agreement (and from time to transfer, sell, assign, exchange, pledge or otherwise dispose of or encumber any of the Subject Shares, or to make any offer or agreement relating thereto, at any time prior to the termination of this Agreement. Notwithstanding the foregoing), (i) Stockholder may, during the term shall instruct IDRC to cause each certificate of this Agreement, gift, sell or otherwise transfer Stockholder evidencing any of the Subject Shares to (x) bear a member or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) above, and (ii) a Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whom, directly or indirectly, such transferring Stockholder acquired said Subject Shares or parties to whom such transferring Stockholder is permitted to transfer Parent Common Stock pursuant to this sentence; provided, however, legend in the case of any giftfollowing form: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, sale or other transfer pursuant to this paragraphEXCHANGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE STOCKHOLDER SUPPORT AGREEMENT DATED AS OF JANUARY __, at the time of and as a condition to such gift1999, sale or other transferAS IT MAY BE AMENDED, the permitted transferee shall provide to Company its written agreement to be bound by the terms of this Agreement and to perform all of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. FurthermoreBETWEEN THE ISSUER AND IDRC, Stockholder shall not, except as contemplated by this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect to the Subject Shares, deposit the Subject Shares into a voting trust or enter into a voting agreement or any other arrangement with respect to the Subject SharesA COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER.

Covenants of Stockholder. Subject Stockholder hereby covenants and agrees that: Section 4.01. No Proxies for, Encumbrances on or Disposition of Shares. (i) During the Support Period, except pursuant to Section 9 hereofthe terms of this Agreement, Stockholder agrees shall not, without the prior written consent of Parent, directly or indirectly (except, if Stockholder is an individual, as follows: a result of the death of Stockholder), (a) Without in grant any way limiting Stockholder's right to vote the Subject Shares in its sole discretion on proxies, or enter into any other matters that may be submitted to a stockholder vote, consent voting trust or other approval (including by written consent)Contract, at any meeting of the stockholders of Parent called upon to approve and adopt the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock in connection with the Merger or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger Agreement and the Merger is sought, Stockholder shall vote (or cause to be voted) the Subject Shares (which number voting of any shares may be greater or less than the number of shares as of the date hereof): (i) in favor of the Merger, the approval and adoption by Parent of the Merger Agreement, approval of the issuance of Parent Company Common Stock Beneficially Owned by Stockholder, (b) sell, assign, transfer, tender, encumber or otherwise dispose of, or enter into any Contract with respect to the direct or indirect sale, assignment, transfer, tender, encumbrance or other disposition of, any such shares or (c) take any other action that would make any representation or warranty of Stockholder contained herein untrue or incorrect in connection any material respect or in any way restrict, limit or interfere in any material respect with the Merger and approval performance of Stockholder’s obligations hereunder or the other transactions contemplated hereby or by the Merger Agreement; and. Without limiting the generality of the foregoing, during the Support Period, Stockholder shall not tender, agree to tender or cause or permit to be tendered any shares of Company Common Stock Beneficially Owned by Stockholder into or otherwise in connection with any tender or exchange offer, except pursuant to the Offer. (ii) against any amendment Notwithstanding the foregoing Section 4.01(i): (a) Stockholder may transfer shares of Parent's certificate of incorporation or by-laws or equivalent organizational documents or other proposal or transaction involving Parent or any of its Subsidiaries which amendment or other proposal or transaction would or could reasonably be expected to impede, frustrate, prevent, nullify or result in a breach of any representation, warranty or covenant or any other obligation or agreement of Parent Company under or with respect to, the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with the Merger or held by Stockholder to any member of the transactions contemplated by the Merger Agreement or by this Agreement. (b) Stockholder agrees not to transfer, sell, assign, exchange, pledge or otherwise dispose of or encumber any of the Subject Shares, Stockholder’s immediate family or to make any offer or agreement relating thereto, at any time prior to the termination of this Agreement. Notwithstanding the foregoing, (i) Stockholder may, during the term of this Agreement, gift, sell or otherwise transfer the Subject Shares to (x) a member or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all any member of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) above, and (ii) a Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whom, directly or indirectly, such transferring Stockholder acquired said Subject Shares or parties to whom such transferring Stockholder is permitted to transfer Parent Common Stock pursuant to this sentenceStockholder’s immediate family; provided, however, that any transfer referred to in the case of any giftthis sentence shall be permitted only if, sale or other transfer pursuant to this paragraph, at the time of and as a condition precondition to such gift, sale or other transfer, the permitted transferee shall provide agrees in a writing, reasonably satisfactory in form and substance to Company its written agreement Parent, to be bound by all of the terms of this Agreement Agreement; (b) Stockholder may transfer Options and to perform all Restricted Stock Units as a result of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. Furthermore, Stockholder shall not, except as contemplated by this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect forfeiture to the Subject Shares, deposit the Subject Shares into a voting trust Company or enter into a voting agreement or cancellation of any other arrangement with respect equity award pursuant to the Subject Sharesterms thereof; and (c) Stockholder may surrender, forfeit or sell to the Company shares subject to Options and Restricted Stock Units owned by Stockholder that were issued pursuant to an equity award upon the vesting, settlement or exercise of such equity award solely to cover the exercise price thereof or to satisfy tax obligations resulting from such vesting, settlement or exercise.

Covenants of Stockholder. Subject to Until the termination of this Agreement in accordance with Section 9 hereof, Stockholder agrees as follows3: (a) Without The Stockholder shall attend the Stockholder Meeting, in any way limiting Stockholder's right to vote the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent person or other approval (including by written consent), at any meeting of the stockholders of Parent called upon to approve and adopt the Merger Agreement and the Mergerproxy, and to approve at the issuance of Parent Common Stock in connection with the Merger Stockholder Meeting (or at any adjournment thereof thereof) or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger Agreement and the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares (which number of shares may be greater or less than the number of shares as of the date hereof): (i) in favor of the Merger, the approval and adoption by Parent of the Merger Agreement, Agreement and the approval of the issuance of Parent Common Stock in connection with the Merger terms thereof and approval each of the other transactions contemplated by the Merger Agreement; and. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries or any other Takeover Proposal or (ii) against any amendment of Parentthe Company's certificate Certificate of incorporation Incorporation, as amended, or by-laws or equivalent organizational documents Amended and Restated Bylaws or other proposal or transaction involving Parent the Company or any of its Subsidiaries Subsidiaries, which amendment or other proposal or transaction would or could reasonably be expected to in any manner impede, frustrate, prevent, prevent or nullify or result in a breach of any representation, warranty or covenant or any other obligation or agreement of Parent Company under or with respect to, the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or by this Agreementchange in any manner the voting rights of any class of capital stock of the Company. The Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (bc) The Stockholder agrees not to (i) sell, transfer, sellpledge, assign, exchange, pledge assign or otherwise dispose of or encumber any of the Subject Shares(including by gift) (collectively, "Transfer"), or to make enter into any offer contract, option or agreement relating thereto, at other arrangement (including any time prior profit- sharing arrangement) with respect to the termination Transfer of this Agreement. Notwithstanding the foregoing, (i) Stockholder may, during the term of this Agreement, gift, sell or otherwise transfer the Subject Shares to (x) a member any person or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) above, and (ii) a Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whomenter into any voting arrangement, directly whether by proxy, voting agreement or indirectly, such transferring Stockholder acquired said Subject Shares or parties to whom such transferring Stockholder is permitted to transfer Parent Common Stock pursuant to this sentence; provided, howeverotherwise, in the case of any gift, sale or other transfer pursuant to this paragraph, at the time of and as a condition to such gift, sale or other transfer, the permitted transferee shall provide to Company its written agreement to be bound by the terms of this Agreement and to perform all of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. Furthermore, Stockholder shall not, except as contemplated by this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect relation to the Subject Shares, deposit and agrees not to commit or agree to take any of the Subject Shares into a voting trust foregoing actions. (d) The Stockholder shall not, nor shall the Stockholder authorize any investment banker, attorney or enter into a voting agreement other advisor or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any other arrangement Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to the Subject SharesCompany or any Subsidiary in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Takeover Proposal. (e) The Stockholder shall use the Stockholder's reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Parent in doing, all things necessary, proper or advisable to support and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement. (f) The Stockholder agrees to promptly notify Parent in writing of the nature and amount of any acquisition by such Stockholder of any voting securities of the Company acquired by such Stockholder hereafter.

Covenants of Stockholder. Each Stockholder hereby, severally and on its own account with respect to such Stockholder’s Subject to Section 9 hereofShares and not jointly with the other Stockholders, Stockholder covenants and agrees during the term of this Agreement as follows: (a) Without At any annual or special meeting of the stockholders of Beta called to vote upon the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, or at any postponement or adjournment thereof, as permitted by the Merger Agreement, or in any way limiting Stockholder's right to vote the Subject Shares in its sole discretion on any other matters that may be submitted to circumstances (including action by written consent) upon which a stockholder vote, consent adoption or other approval with respect to the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement is sought, such Stockholder shall (i) appear at such annual or special meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted) all of such Stockholder’s Subject Shares (including by written consent), at ) in favor of the adoption of the Merger Agreement and the approval of the terms thereof and of the Merger and each of the other transactions contemplated by the Merger Agreement. (b) Such Stockholder agrees to execute and deliver the BMHC Written Consent with respect to all of the Stockholder’ Subject Shares within two Business Days after the Form S-4 is declared effective under the Securities Act. (c) At any annual or special meeting of the stockholders of Parent called upon to approve and adopt the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock in connection with the Merger Beta or at any postponement or adjournment thereof or in any other circumstances upon which a vote, consent adoption or other approval is sought (including action by written consent) with respect to the Merger Agreement and the Merger is sought), such Stockholder shall vote (or cause to be voted) the ), or execute a written consent or consents with respect to all of such Stockholder’s Subject Shares (which number of shares may be greater or less than the number of shares as against each of the date hereof): following: (i) in favor any BMHC Acquisition Proposal or any agreement relating thereto, (ii) any amendment of the MergerBMHC Certificate or the BMHC By-laws (other than pursuant to the Merger Agreement) or (iii) any other proposal, action, agreement or transaction which, in the approval and adoption case of clause (ii) or (iii), would reasonably be expected to (A) result in a breach of any covenant, agreement, obligation, representation or warranty of Beta contained in the Merger Agreement or of such Stockholder contained in this Agreement, (B) prevent, materially impede, interfere with, be inconsistent with, delay, discourage or adversely affect the consummation of the transactions contemplated by Parent of the Merger Agreement, approval or (C) change in any manner the voting rights of the issuance of Parent BMHC Common Stock (the matters described in connection clauses (i), (ii) and (iii), collectively, the “Vote-Down Matters”). (d) Such Stockholder shall not, and it shall direct its directors, officers and employees not to, directly or indirectly, (i) solicit, initiate, induce, or knowingly facilitate or encourage the submission or announcement of any BMHC Acquisition Proposal, or any inquiries, proposals or offers that may reasonably be expected to lead to a BMHC Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to Beta or any of its Subsidiaries or otherwise cooperate in any way with, assist or facilitate any Person (whether or not a Person making a BMHC Acquisition Proposal) with respect to, or cooperate in any way with any Person with respect to any BMHC Acquisition Proposal or any inquiry or proposal that may reasonably be expected to lead to a BMHC Acquisition Proposal, (iii) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable any Acquisition Agreement constituting or related to, or that is intended to or would reasonably be expected to lead to, any BMHC Acquisition Proposal, or requiring, or reasonably expected to cause, Beta to abandon, terminate, delay or fail to consummate, or that would otherwise impede, interfere with or be inconsistent with, the Merger and approval or any of the other transactions contemplated by the Merger Agreement; and Agreement or (iiiv) against resolve, propose or agree to do any amendment of Parent's certificate of incorporation the foregoing. Such Stockholder shall, and shall direct its directors, officers and employees to, immediately cease all existing discussions or by-laws or equivalent organizational documents or other proposal or transaction involving Parent negotiations by such Person with any Person conducted heretofore with respect to any BMHC Acquisition Proposal, or any of its Subsidiaries which amendment inquiry or other proposal or transaction would or could that may reasonably be expected to impedelead to a BMHC Acquisition Proposal. Without limiting the foregoing, frustrateit is agreed that any violation of the restrictions set forth in this Section 3(d) by any directors, prevent, nullify officers or result in employees of such Stockholder shall constitute a breach of this Section 3(d) by such Stockholder. Notwithstanding anything to the contrary herein, (A) no Person who is a Director of Beta shall be restricted hereby from taking any representation, warranty action or covenant omitting to take any action permitted or any other obligation or agreement required of Parent Company a Director under or with respect to, the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with the Merger or any of the transactions contemplated by the Merger Agreement or applicable Law, and no Stockholder shall be deemed to be in breach of any provision hereof because of any such action or inaction and (B) such Stockholder may take any action permitted to be taken by this a Representative of Beta pursuant to Section 5.03(c) of the Merger Agreement. (be) Such Stockholder agrees not to transfer, sell, assign, exchange, pledge or otherwise dispose of or encumber any of the Subject Shares, or to make any offer or agreement relating thereto, at any time prior to the termination of this Agreement. Notwithstanding the foregoing, (i) Stockholder may, during the term of this Agreement, gift, sell or otherwise transfer the Subject Shares to (x) a member or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) aboveshall not, and (ii) a Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whomshall not commit or agree to, directly or indirectly, such transferring Stockholder acquired said (i) sell, transfer, pledge, encumber, exchange, assign, tender or otherwise dispose of (including by gift, merger or otherwise by operation of Law) (collectively, “Transfer”), or consent to or permit any Transfer of, any Subject Shares (or parties any interest therein) or any rights to whom such transferring Stockholder is permitted to transfer Parent Common Stock pursuant to this sentence; providedacquire any securities or equity interests of Beta, however, in the case of any gift, sale or other transfer pursuant to this paragraph, at the time of and as a condition to such gift, sale or other transfer, the permitted transferee shall provide to Company its written agreement to be bound by the terms of this Agreement and to perform all of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. Furthermore, Stockholder shall not, except as contemplated by this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect to the Subject Shares, deposit the Subject Shares into a voting trust or enter into a voting agreement any Contract, option, call or any other arrangement with respect to the Transfer (including any profit-sharing or other derivative arrangement) of any Subject Shares (or any interest therein) or any rights to acquire any securities or equity interests of Beta, to any Person other than in accordance with the terms of this Agreement, unless prior to any such Transfer the transferee of such Stockholder’s Subject Shares is or concurrently becomes a party to this Agreement, or (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust or otherwise, with respect to any Subject Shares or rights to acquire any securities or equity interests of Beta, other than this Agreement. (f) Notwithstanding the foregoing, each Stockholder may make (i) Transfers of Subject Shares (A) to any Affiliate, (B) by will or by operation of law or other Transfers to immediate family members, trusts for the benefit of such Stockholder or any immediate family member of such Stockholder or other Transfers for estate planning purposes, or upon the death of such Stockholder, or (C) in connection with bona fide gifts to charitable organizations or other gift Transfers, provided that, in each case described in clauses (A), (B) and/or (C) above, any such transferee shall agree in writing to be bound by this Agreement as a Stockholder prior to or concurrently with the consummation of any such Transfer, and (ii) with respect to such Stockholder’s BMHC Restricted Stock Units, if any, (A) that are exercised, vest or settle, as applicable, on or prior to the End Date, Transfers of Subject Shares to the Company in order to satisfy required withholding taxes applicable upon the exercise, vesting or settlement of such BMHC Restricted Stock Units or (B) that are forfeited on or prior to the End Date, Transfers of Subject Shares to Beta in connection with such forfeiture. Such Stockholder shall promptly notify Sigma of any such permitted Transfer and Schedule A shall be amended at the time of such notice to reflect such Transfer. (g) Such Stockholder hereby agrees that, in the event (i) of any stock or extraordinary dividend or other distribution, stock split, reverse stock split, recapitalization, reclassification, reorganization, combination or other like change, of or affecting the Subject Shares or (ii) that such Stockholder purchases or otherwise acquires beneficial or record ownership of or an interest in, or acquires the right to vote or share in the voting of, any shares of capital stock of Beta, in each case after the execution of this Agreement (including by conversion, operation of Law or otherwise) (collectively, the “New Shares”), such Stockholder shall deliver promptly to Sigma written notice of such event which notice shall state the number of New Shares so acquired or received or over which such Stockholder obtained the right to vote. Such Stockholder agrees that any New Shares shall be subject to the terms of this Agreement, including all covenants, agreements, obligations, representations and warranties set forth herein, and shall constitute Subject Shares to the same extent as if those New Shares were owned by such Stockholder on the date of this Agreement. Such Stockholder agrees that this Agreement and the obligations hereunder shall be binding upon any Person to which record or beneficial ownership of such Stockholder’s Subject Shares shall pass, whether by operation of Law or otherwise, including such Stockholder’s heirs, guardians, administrators or successors, and such Stockholder further agrees to take all actions necessary to effectuate the foregoing. (h) Such Stockholder hereby irrevocably and unconditionally waives, and agrees not to exercise, assert or perfect (or attempt to exercise, assert or perfect), any rights of appraisal or rights to dissent from the Merger that it may at any time have under applicable Law, including Section 262 of the DGCL. Such Stockholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Beta, Sigma or any of their respective successors, directors or officers (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (b) alleging a breach of any fiduciary duty of any Person in connection with the evaluation, negotiation or entry into the Merger Agreement. (i) At Sigma’s request, each Stockholder will cause the certificates representing such Stockholder’s Subject Shares to be marked with a legend, reasonably acceptable to Sigma, referencing this Agreement and the restrictions on Transfer contained herein.

Covenants of Stockholder. Subject to Until the termination of this Agreement in accordance with Section 9 hereof4, the Stockholder agrees as follows: (a) Without in any way limiting Stockholder's right to vote the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval (including by written consent), at At any meeting of the stockholders of Parent the Company called to vote upon to approve and adopt the Merger or the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock in connection with the Merger or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger Agreement and or the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares (which number of shares may be greater or less than the number of shares as of the date hereof): (i) in favor of the Merger, the approval and adoption by Parent of the Merger Agreement, Agreement and the approval of the issuance of Parent Common Stock in connection with the Merger terms thereof and approval each of the other transactions contemplated by the Merger Agreement; and. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal (as defined in the Merger Agreement), (ii) against any amendment of Parentthe Company's certificate Articles of incorporation Incorporation, or byBy-laws or equivalent organizational documents or other proposal or transaction involving Parent or any of its Subsidiaries Laws, which amendment or other proposal or transaction would or could reasonably be expected to in any manner impede, frustrate, preventprevent or nullify the Merger, nullify the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of capital stock of the Company, or (iii) any action or agreement which would result in a breach of any representation, warranty or warranty, covenant or any other obligation or agreement of Parent the Company under or with respect to, the Merger, set forth in the Merger Agreement, the issuance of Parent Common Stock in connection . The Stockholder further agrees not to commit or agree to take any action inconsistent with the Merger or any of the transactions contemplated by the Merger Agreement or by this Agreementforegoing. (bc) The Stockholder agrees not to transfer, (i) sell, assigntransfer, exchange, pledge redeem, pledge, encumber, assign or otherwise dispose of or encumber any of the Subject Shares(including by gift) (collectively, "Transfer"), or to make enter into any offer contract, option or agreement relating thereto, at other arrangement (including any time prior profit-sharing arrangement) with respect to the termination Transfer of this Agreement. Notwithstanding the foregoing, (i) Stockholder may, during the term of this Agreement, gift, sell or otherwise transfer the Subject Shares to (x) a member any person or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) above, and (ii) a Stockholder who acquired Subject Shares pursuant to enter into any voting arrangement (other than this sentence may transfer such Subject Shares only to the Stockholder from whomAgreement), directly whether by proxy, voting agreement or indirectly, such transferring Stockholder acquired said Subject Shares or parties to whom such transferring Stockholder is permitted to transfer Parent Common Stock pursuant to this sentence; provided, howeverotherwise, in the case of any gift, sale or other transfer pursuant to this paragraph, at the time of and as a condition to such gift, sale or other transfer, the permitted transferee shall provide to Company its written agreement to be bound by the terms of this Agreement and to perform all of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. Furthermore, Stockholder shall not, except as contemplated by this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect relation to the Subject Shares, deposit and agrees not to commit or agree to take any of the Subject Shares into a voting trust foregoing actions. (d) The Stockholder, as stockholder of the Company, shall not, nor shall the Stockholder, as stockholder of the Company, permit any officer, director or employee or any investment banker, attorney, accountant, agent or other advisor or representative of the Stockholder to, (i) solicit, initiate or knowingly encourage the submission of any Takeover Proposal, (ii) enter into a voting any agreement or any other arrangement with respect to a Takeover Proposal or (iii) participate in any discussions or negotiations regarding, or furnish to any Person (as defined in the Subject SharesMerger Agreement) any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes any Takeover Proposal. (e) The Stockholder shall notify WABCO promptly (but in no event later than 24 hours) after receipt by the Stockholder, as stockholder of the Company, or the Stockholder, as stockholder of the Company, becoming aware, of any Takeover Proposal or any request for nonpublic information in connection with a Takeover Proposal or for access to the properties, books or records of such party by any Person or entity that informs such party that it is considering making, or has made, a Takeover Proposal.

Covenants of Stockholder. Subject Stockholder hereby covenants to Section 9 hereofParent, Stockholder agrees as follows: (a) Without Stockholder (in its, his or her capacity as such) shall not, directly or indirectly, take any way limiting Stockholder's right to vote the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval (including action prohibited by written consent), at any meeting of the stockholders of Parent called upon to approve and adopt the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock in connection with the Merger or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger Agreement and the Merger is sought, Stockholder shall vote (or cause to be voted) the Subject Shares (which number of shares may be greater or less than the number of shares as of the date hereof): (i) in favor of the Merger, the approval and adoption by Parent Section 5.1 of the Merger Agreement, approval of the issuance of Parent Common Stock in connection with the Merger and approval of the other transactions contemplated by the Merger Agreement; and (ii) against any amendment of Parent's certificate of incorporation or by-laws or equivalent organizational documents or other proposal or transaction involving Parent or any of its Subsidiaries which amendment or other proposal or transaction would or could reasonably be expected to impede, frustrate, prevent, nullify or result in a breach of any representation, warranty or covenant or any other obligation or agreement of Parent Company under or with respect to, the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with the Merger or any of the transactions contemplated by the Merger Agreement or by this Agreement. (b) Stockholder hereby irrevocably and unconditionally waives and agrees not to transferexercise any rights of appraisal or any dissenters’ rights that Stockholder may have (whether under Section 262 of the Delaware General Corporation Law or, sellif applicable, assignChapter 13 of the California Corporations Code) or could potentially have or acquire in connection with the execution and delivery of the Merger Agreement or the consummation of the Merger. (c) Stockholder hereby agrees not to modify, exchangerevoke or rescind the Written Consent or any resolution contained therein and further agrees not to adopt any resolutions modifying, pledge rescinding or revoking the Written Consent or any resolution contained therein or otherwise dispose precluding approval of the Merger, the Merger Agreement or the adoption of the Merger Agreement, unless and until the Merger Agreement is terminated pursuant to Article 8 thereof. Stockholder agrees that it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental Entity, which (a) challenges the validity of or encumber seeks to enjoin the operation of any provision of the Subject SharesWritten Consent or this Agreement or the execution and delivery of the Merger Agreement or the consummation of the Merger and the other transactions contemplated thereby or (b) alleges that the execution and delivery of the Written Consent or this Agreement by Stockholder, either alone or together with the other written consents or voting or stockholder agreements and proxies to make be delivered in connection with the execution of the Merger Agreement, breaches any offer fiduciary duty, whether of the board of directors of the Company or agreement relating thereto, at any time prior to member thereof or of any holder of capital stock of the termination of this Agreement. Notwithstanding the foregoing, Company. (id) Stockholder may, during has received and reviewed and understands the term of this Agreement, gift, sell or otherwise transfer the Subject Shares to (x) a member or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all terms of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) above, Merger Agreement and (ii) a Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whom, directly or indirectly, such transferring Stockholder acquired said Subject Shares or parties to whom such transferring Stockholder is permitted to transfer Parent Common Stock pursuant to this sentence; provided, however, in the case of any gift, sale or other transfer pursuant to this paragraph, at the time of and as a condition to such gift, sale or other transfer, the permitted transferee shall provide to Company its written agreement agrees to be bound by the terms and conditions of this Agreement and to perform all those provisions of the Merger Agreement purporting to bind the Company Stockholders, including, without limitation, the designation and empowerment of the Stockholders’ Representative, and any and all provisions relating to the Holdback Amount and any and all indemnification obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. Furthermore, Stockholder shall not, except as contemplated by this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect to the Subject Shares, deposit the Subject Shares into a voting trust or enter into a voting agreement or any other arrangement with respect to the Subject SharesCompany Stockholders.

Covenants of Stockholder. Subject to Until the termination of this Agreement ------------------------ in accordance with Section 9 hereof6, Stockholder agrees as follows: (a) Without in any way limiting Stockholder's right to vote At the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval TeleSpectrum Stockholders Meeting (including by written consent), at any meeting of the stockholders of Parent called upon to approve and adopt the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock in connection with the Merger or at any adjournment thereof thereof) or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger Agreement and or the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares (which number of shares may be greater or less than the number of shares as of the date hereof): (i) in favor of the Merger, the approval and adoption by Parent of the Merger Agreement, Agreement and approval of the issuance of Parent Common Stock in connection with the Merger terms thereof and approval each of the other transactions contemplated by the Merger Agreement; and. (b) At any meeting of stockholders of TeleSpectrum or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by TeleSpectrum or any subsidiary thereof or any other Acquisition Proposal or (ii) against any amendment of ParentTeleSpectrum's certificate Certificate of incorporation Incorporation or by-laws or equivalent organizational documents Bylaws or other proposal or transaction involving Parent TeleSpectrum or any of its Subsidiaries TeleSpectrum Subsidiary, which amendment or other proposal or transaction would or could reasonably be expected to in any manner impede, frustrate, prevent, prevent or nullify or result in a breach of any representation, warranty or covenant or any other obligation or agreement of Parent Company under or with respect to, the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or by this Agreementchange in any manner the voting rights of any class of capital stock of TeleSpectrum. The Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (bc) Contemporaneously with the execution of this Agreement: (i) Stockholder shall deliver to IDRC a proxy in the form attached hereto as Exhibit A, which shall be irrevocable to the fullest extent permitted by law, with respect to the Subject Shares (the "Proxy"); and (ii) Stockholder shall cause ----- to be delivered to IDRC an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any issued and outstanding shares of TeleSpectrum Common Stock that are owned beneficially (but are not owned of record) by Stockholder. (d) Except for 678,410 of the Subject Shares (the "CRW Warrant Shares") subject to outstanding warrants granted by the Stockholder, the Stockholder agrees not to (i) sell, transfer, sellpledge, assign, exchange, pledge assign or otherwise dispose of (collectively, "Transfer"), or encumber enter into any contract, option or -------- other arrangement (including any profit-sharing arrangement) with respect to the Transfer of the Subject Shares to any person or (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust or otherwise, in relation to the Subject Shares. The Stockholder further agrees not to commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, the Stockholder may Transfer (i) all of the CRW Warrant Shares upon exercise of the associated warrants or (ii) all or any portion of the Subject SharesShares held by such Stockholder by way of gift or for estate planning purposes, or provided that any such transfer outlined in clause (ii) of the preceding sentence shall first be required to make any offer or agreement relating thereto, at any execute a joinder to this Agreement whereby such transferee agrees to be bound by all of the terms and conditions hereof. (e) Immediately after the execution of this Agreement (and from time to time prior to the termination of this Agreement. Notwithstanding the foregoing), (i) Stockholder may, during the term shall instruct TeleSpectrum to cause each certificate of this Agreement, gift, sell or otherwise transfer Stockholder evidencing any of the Subject Shares to (x) bear a member or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limited liability company or other business entity, all of the equity interests of which are held by Stockholder or the permitted transferees described in clause (x) above, and (ii) a Stockholder who acquired Subject Shares pursuant to this sentence may transfer such Subject Shares only to the Stockholder from whom, directly or indirectly, such transferring Stockholder acquired said Subject Shares or parties to whom such transferring Stockholder is permitted to transfer Parent Common Stock pursuant to this sentence; provided, however, legend in the case of any giftfollowing form: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, sale or other transfer pursuant to this paragraphEXCHANGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE STOCKHOLDER SUPPORT AGREEMENT DATED AS OF JANUARY 14, at the time of and as a condition to such gift1999, sale or other transferAS IT MAY BE AMENDED, the permitted transferee shall provide to Company its written agreement to be bound by the terms of this Agreement and to perform all of the obligations of Stockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Company. Furthermore, Stockholder shall not, except as contemplated by this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect to the Subject Shares, deposit the Subject Shares into a voting trust or enter into a voting agreement or any other arrangement with respect to the Subject SharesA COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER.