Common use of Covenants of Stockholder Clause in Contracts

Covenants of Stockholder. Stockholder covenants and agrees as follows: (a) Subject to Section 3(c), at any meeting of the stockholders of the Company 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 other circumstances upon which a vote, 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, Stockholder shall (i) appear at such 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 Stockholder’s Subject Shares 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, provided that, in each case, the Merger Agreement shall not have been amended or modified in a manner adverse to the Stockholders. (b) 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, adoption or other approval is sought, Stockholder shall vote (or cause to be voted) all of Stockholder’s Subject Shares against each of the following: (i) any Company Takeover Proposal or any agreement relating thereto and (ii) any amendment of the Company Charter or the Company By-laws (other than pursuant to the Merger Agreement) or any other proposal, action, agreement or transaction which, in the case of this clause (ii), could reasonably be expected to (A) result in a breach of any covenant, agreement, obligation, representation or warranty of the Company contained in the Merger Agreement or of Stockholder contained in this Agreement, (B) prevent, impede, interfere or be inconsistent with, delay, discourage or adversely affect the timely consummation of the Transactions, (C) dilute in any material respect the benefits to Parent or Sub of the Transactions or (D) change in any manner the voting rights of the Company Common Stock (the matters described in clauses (i) and (ii), collectively, the “Vote-Down Matters”). (c) In the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement, solely in connection with a vote that is subject to Section 3(a), (i) the number of shares of Company Common Stock that shall be considered to be “Subject Shares” for purposes of this Agreement shall be modified to be only such number that is equal to 15.75% of the total number of outstanding shares of Company Common Stock (the “Lock-Up Subject Shares”), such that Stockholder shall only be obligated to vote the Lock-Up Subject Shares in the manner set forth in Section 3(a) and (ii) Stockholder shall vote (or cause to be voted) all of its remaining Subject Shares in excess of the Lock-Up Subject Shares as it determines in its sole discretion. (d) Stockholder shall not, nor shall it authorize or permit any of its Affiliates or any of its or their respective directors, officers or employees or any of their respective Representatives to, (i) directly or indirectly solicit or initiate, or knowingly encourage, induce or facilitate, any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal, or (ii) directly or indirectly participate in any discussions or negotiations with any Person regarding, or furnish to any Person any information with respect to, or cooperate in any way with any Person (whether or not a Person making a Company Takeover Proposal) with respect to, any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal. Stockholder shall, and shall cause its Affiliates and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal, request the prompt return or destruction of all confidential information previously furnished any such Person or its Representatives and immediately terminate all physical and electronic data room access, if any, previously granted to any such Person or its Representatives. (e) Stockholder shall not, and shall not commit or agree to, directly or indirectly, (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 any interest therein) or any rights to acquire any securities or equity interests of the Company, or enter into any Contract, option, call or 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 the Company, to any Person other than pursuant to this Agreement, unless prior to any such Transfer the transferee of Stockholder’s Subject Shares is a party to this Agreement, 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. At the request of Parent, 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(e). (i) Stockholder shall use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and by the Merger Agreement. Stockholder hereby consents to and approves the actions taken by the Company Board in approving and declaring advisable the Merger. (ii) Stockholder shall not, and Stockholder shall not permit any of its Subsidiaries to, or authorize or permit any Affiliate, director, officer, trustee, spouse, employee or partner of Stockholder or any of its Subsidiaries or any Representative of Stockholder or any of its Subsidiaries to, directly or indirectly, issue any press release or make any other public statement with respect to the Merger Agreement, this Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement or by this Agreement without the prior written consent of Parent, 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 Stockholder to the SEC or other Governmental Entity, including any amendment of any Statement of Schedule 13D, so long as such disclosure is consistent with the terms of this Agreement and the Merger Agreement and the public statements made by the Company and Parent pursuant to the Merger Agreement. (g) 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 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 the Company, in each case after the execution of this Agreement (including by conversion, operation of Law or otherwise) (collectively, the “New Shares”), Stockholder shall deliver promptly to Parent written notice of such event which notice shall state the number of New Shares so acquired or received or over which Stockholder obtained the right to vote. 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 Stockholder on the date of this Agreement. Stockholder agrees that this Agreement and the obligations hereunder shall be binding upon any Person to which record or beneficial ownership of Stockholder’s Subject Shares shall pass, whether by operation of Law or otherwise, including Stockholder’s heirs, guardians, administrators or successors, and Stockholder further agrees to take all actions necessary to effectuate the foregoing.

Covenants of Stockholder. Stockholder covenants and agrees with and for the benefit of Parent and Purchaser as follows: (a) Subject to Section 3(c), at any meeting of the stockholders of the Company called to vote upon the Merger Agreement, the Merger or any of the other transactions Except as expressly contemplated by the Merger terms of this Agreement, or at any postponement or adjournment thereof, as permitted by the Merger Agreement, or in any other circumstances upon which a vote, 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, Stockholder shall not: (i) appear at such 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 Stockholder’s Subject Shares in favor of until 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 AgreementExpiration Date, provided that, in each case, the Merger Agreement shall not have been amended or modified in a manner adverse to the Stockholders. (b) 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, adoption or other approval is sought, Stockholder shall vote (or cause to be voted) all of Stockholder’s Subject Shares against each of the following: (i) any Company Takeover Proposal or any agreement relating thereto and (ii) any amendment of the Company Charter or the Company By-laws (other than pursuant to the Merger Agreement) or any other proposal, action, agreement or transaction which, in the case of this clause (ii), could reasonably be expected to (A) result in a breach of any covenant, agreement, obligation, representation or warranty of the Company contained in the Merger Agreement or of Stockholder contained in this Agreement, (B) prevent, impede, interfere or be inconsistent with, delay, discourage or adversely affect the timely consummation of the Transactions, (C) dilute in any material respect the benefits to Parent or Sub of the Transactions or (D) change in any manner the voting rights of the Company Common Stock (the matters described in clauses (i) and (ii), collectively, the “Vote-Down Matters”). (c) In the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement, solely in connection with a vote that is subject to Section 3(a), (i) the number of shares of Company Common Stock that shall be considered to be “Subject Shares” for purposes of this Agreement shall be modified to be only such number that is equal to 15.75% of the total number of outstanding shares of Company Common Stock (the “Lock-Up Subject Shares”), such that Stockholder shall only be obligated to vote the Lock-Up Subject Shares in the manner set forth in Section 3(a) and (ii) Stockholder shall vote (or cause to be voted) all of its remaining Subject Shares in excess of the Lock-Up Subject Shares as it determines in its sole discretion. (d) Stockholder shall not, nor shall it authorize or permit any of its Affiliates or any of its or their respective directors, officers or employees or any of their respective Representatives to, (i) directly or indirectly solicit or initiate, or knowingly encourage, induce or facilitate, any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal, or (ii) directly or indirectly participate in any discussions or negotiations with any Person regarding, or furnish to any Person any information with respect to, or cooperate in any way with any Person (whether or not a Person making a Company Takeover Proposal) with respect to, any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal. Stockholder shall, and shall cause its Affiliates and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal, request the prompt return or destruction of all confidential information previously furnished any such Person or its Representatives and immediately terminate all physical and electronic data room access, if any, previously granted to any such Person or its Representatives. (e) Stockholder shall not, and shall not commit or agree to, directly or indirectly, (i) sell, transfer, pledge, encumber, exchange, assign, tender assign 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 any interest therein) or any rights to acquire any securities or equity interests of the Company, or enter into any Contractcontract, option, call option or other arrangement or understanding with respect to the Transfer (including any profit-sharing sale, transfer, pledge, assignment or other derivative arrangement) of any disposition of, the Subject Shares (or any interest therein) or any rights to acquire any securities or equity interests of the Company, to any Person person, other than pursuant to Purchaser or Purchaser's designee. Any attempted transfer or other disposition in violation of this Agreement, unless prior to any such Transfer the transferee of Stockholder’s Subject Shares is a party to this Agreement, or Section 4.01(a)(i) shall be null and void; (ii) until the Expiration Date, enter into into, or otherwise subject the Subject Shares to, any voting arrangement, whether by proxy, voting agreement agreement, voting trust, power-of-attorney or otherwise, with respect to the Subject Shares; or (iii) until the Expiration Date, take any Subject Shares other action that would in any way restrict, limit or interfere with the performance of Stockholder's obligations hereunder or the transactions contemplated to be performed by Stockholder hereunder. (b) Stockholder hereby irrevocably and unconditionally waives, and agrees not to exercise, and to prevent the exercise of, any rights of appraisal or rights to acquire any securities or equity interests of dissent in connection with the Company, other than this Agreement. At the request of Parent, each certificate or other instrument representing any Subject Shares shall bear a legend Merger that such Subject Shares are subject Stockholder may have with respect to the provisions of Subject Shares. Stockholder agrees not to take or commence any action or proceeding challenging in any respect this Agreement, including this Section 3(e)the Merger, the Offer or any of the transactions contemplated hereby or thereby. (ic) Stockholder shall use its reasonable best efforts to takeUntil the Expiration Date, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and by the Merger Agreement. Stockholder hereby consents to and approves the actions taken by the Company Board in approving and declaring advisable the Merger. (ii) Stockholder shall not, and Stockholder shall cause its agents and representatives not permit any of its Subsidiaries to, or authorize or permit any Affiliate, director, officer, trustee, spouse, employee or partner of Stockholder or any of its Subsidiaries or any Representative of Stockholder or any of its Subsidiaries to, directly or indirectly, issue take any press release or make any other public statement with respect to actions prohibited by Section 6.05 of the Merger Agreement; provided, this Agreementhowever, the Merger that nothing herein shall prevent Stockholder or any of Stockholder's agents or representatives from acting in its capacity as a director or officer of the other transactions contemplated by Company, or taking any action in such capacity (including at the Merger Agreement or by this Agreement without direction of the prior written consent Company's Board of Parent, except Directors) 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 Stockholder and to the SEC or other Governmental Entity, including any amendment of any Statement of Schedule 13D, so long as such disclosure is consistent with the terms of this Agreement and the Merger Agreement and the public statements made extent permitted by the Company and Parent pursuant to the Merger Agreement. (g) 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 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 the Company, in each case after the execution of this Agreement (including by conversion, operation of Law or otherwise) (collectively, the “New Shares”), Stockholder shall deliver promptly to Parent written notice of such event which notice shall state the number of New Shares so acquired or received or over which Stockholder obtained the right to vote. 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 Stockholder on the date of this Agreement. Stockholder agrees that this Agreement and the obligations hereunder shall be binding upon any Person to which record or beneficial ownership of Stockholder’s Subject Shares shall pass, whether by operation of Law or otherwise, including Stockholder’s heirs, guardians, administrators or successors, and Stockholder further agrees to take all actions necessary to effectuate the foregoing.

Covenants of Stockholder. Stockholder covenants and agrees as follows: (a) Subject Stockholder agrees to Section 3(c), cause the Covered Shares to be present at any meeting of the stockholders of the Company 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 other circumstances upon which a vote, 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, CFC Stockholder shall (i) appear Meeting and at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (shall vote, or cause to be voted) all of Stockholder’s Subject , the Covered Shares in favor of the adoption of the Merger Reorganization Agreement and the approval transactions contemplated thereby, until this Agreement terminates as provided in Section 2(d), unless: (i) United is in material default with respect to a material covenant, representation, warranty or agreement made by it in the Reorganization Agreement; or (ii) in accordance with Section 6.9 of the terms thereof and of the Merger and each of the other transactions contemplated by the Merger Reorganization Agreement, provided thatthe CFC Board has failed to make, in each casewithdrawn, the Merger Agreement shall not have been amended modified or modified in a manner adverse otherwise changed its recommendation to the StockholdersCFC stockholders. (b) At any meeting of Stockholder agrees that until the stockholders of the Company or at any postponement or adjournment thereof or in any other circumstances upon which a vote, adoption or other approval is sought, Stockholder shall vote (or cause to be voted) all of Stockholder’s Subject Shares against each of the following: (i) any Company Takeover Proposal or any agreement relating thereto and (ii) any amendment of the Company Charter or the Company By-laws (other than pursuant to the Merger Agreement) or any other proposal, action, agreement or transaction which, in the case of this clause (ii), could reasonably be expected to (A) result in a breach of any covenant, agreement, obligation, representation or warranty of the Company contained in the Merger Agreement or of Stockholder contained in this Agreement, (B) prevent, impede, interfere or be inconsistent with, delay, discourage or adversely affect the timely consummation of the Transactions, (C) dilute in any material respect the benefits to Parent or Sub of the Transactions or (D) change in any manner the voting rights of the Company Common Stock (the matters described in clauses (i) and (ii), collectively, the “Vote-Down Matters”). (c) In the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement, solely in connection with a vote that is subject to Section 3(a), (i) the number of shares of Company Common Stock that shall be considered to be “Subject Shares” for purposes termination of this Agreement shall be modified to be only such number that is equal to 15.75% of the total number of outstanding shares of Company Common Stock (the “Lock-Up Subject Shares”as provided in Section 2(d), such that Stockholder shall only be obligated to vote the Lock-Up Subject Shares in the manner set forth in Section 3(a) and (ii) Stockholder shall vote (or cause to be voted) all of its remaining Subject Shares in excess of the Lock-Up Subject Shares as it determines in its sole discretion. (d) Stockholder shall not, nor shall it authorize or permit any of its Affiliates or any of its or their respective directors, officers or employees or any of their respective Representatives to, (i) directly or indirectly solicit or initiate, or knowingly encourage, induce or facilitate, any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal, or (ii) directly or indirectly participate in any discussions or negotiations with any Person regarding, or furnish to any Person any information with respect to, or cooperate in any way with any Person (whether or not a Person making a Company Takeover Proposal) with respect to, any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal. Stockholder shall, and shall cause its Affiliates and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal, request the prompt return or destruction of all confidential information previously furnished any such Person or its Representatives and immediately terminate all physical and electronic data room access, if any, previously granted to any such Person or its Representatives. (e) Stockholder shall not, and shall not commit or agree to, directly or indirectly, (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 any interest therein) or any rights to acquire any securities or equity interests of the Company, or enter into any Contract, option, call or 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 the Company, to any Person other than pursuant to this Agreement, unless prior to any such Transfer the transferee of Stockholder’s Subject Shares is a party to this Agreement, 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. At the request of Parent, 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(e). (i) Stockholder shall use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and by the Merger Agreement. Stockholder hereby consents to and approves the actions taken by the Company Board in approving and declaring advisable the Merger. (ii) Stockholder shall not, and Stockholder shall not permit any of its Subsidiaries to, or authorize or permit any Affiliate, director, officer, trustee, spouse, employee or partner of Stockholder or any of its Subsidiaries or any Representative of Stockholder or any of its Subsidiaries to, directly or indirectly, issue any press release or make any other public statement with respect to the Merger Agreement, this Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement or by this Agreement without the prior written consent of ParentUnited, except as may be required by applicable Law directly or court processindirectly tender or permit the tender into any tender or exchange offer, or sell, transfer, hypothecate, grant a security interest in or otherwise dispose of or encumber any of the Covered Shares, CFC Options or CFC Stock Awards; provided that the foregoing this restriction shall not apply to (i) shares that are hypothecated or as to which a security interest already has been granted as of the date hereof, (ii) any disclosure required gift, sale, transfer or charitable donation of up to be made by Stockholder to the SEC or other Governmental Entity, including any amendment of any Statement of Schedule 13D, so long as such disclosure is consistent with the terms of this Agreement and the Merger Agreement and the public statements made by the Company and Parent pursuant to the Merger Agreement. (g) Stockholder hereby agrees that5%, in the event aggregate, of the Stockholder’s CFC Common Stock, and (iiii) such transfers as United may otherwise permit in its sole discretion in writing. Notwithstanding the foregoing, in the case of any stock or extraordinary dividend or other distributiontransfer by operation of law subsequent to the date hereof, stock split, reverse stock split, recapitalization, reclassification, reorganization, combination or other like change, of or affecting the Subject Shares or (ii) that 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 the Company, in each case after the execution of this Agreement (including by conversion, operation of Law or otherwise) (collectively, the “New Shares”), Stockholder shall deliver promptly to Parent written notice of such event which notice shall state the number of New Shares so acquired or received or over which Stockholder obtained the right to vote. 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 Stockholder on the date of this Agreement. Stockholder agrees that this Agreement and the obligations hereunder shall be binding upon and inure to the transferee except for those transferees in clause (ii) above. (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 Person Covered Shares or any options, warrants, rights or other securities convertible into or exchangeable for shares of CFC Common Stock prior to which record the Effective Time of the Merger. (d) This Agreement shall terminate upon the earlier to occur of: (a) the termination of the Reorganization Agreement by either CFC or beneficial ownership of Stockholder’s Subject Shares shall pass, whether by operation of Law United or otherwise, including Stockholder’s heirs, guardians, administrators or successors, and Stockholder further agrees to take all actions necessary to effectuate (b) the foregoingEffective Date.

Covenants of Stockholder. Stockholder covenants and agrees as follows: (a) Subject to Section 3(c), at any meeting of the stockholders of the Company 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 other circumstances upon which a vote, 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, Stockholder shall (i) appear at such 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 Stockholder’s Subject Shares 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, provided that, in each case, the Merger Agreement shall not have been amended or modified in a manner adverse to the StockholdersStockholder. (b) 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, adoption or other approval is sought, Stockholder shall vote (or cause to be voted) all of Stockholder’s Subject Shares against each of the following: (i) any Company Takeover Proposal or any agreement relating thereto and (ii) any amendment of the Company Charter or the Company By-laws (other than pursuant to the Merger Agreement) or any other proposal, action, agreement or transaction which, in the case of this clause (ii), could reasonably be expected to (A) result in a breach of any covenant, agreement, obligation, representation or warranty of the Company contained in the Merger Agreement or of Stockholder contained in this Agreement, (B) prevent, impede, interfere or be inconsistent with, delay, discourage or adversely affect the timely consummation of the Transactions, (C) dilute in any material respect the benefits to Parent or Sub of the Transactions or (D) change in any manner the voting rights of the Company Common Stock (the matters described in clauses (i) and (ii), collectively, the “Vote-Down Matters”), provided that, in each case, the Merger Agreement shall not have been amended or modified in a manner adverse to Stockholder. (c) In the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement, solely in connection with a vote that is subject to Section 3(a), (i) the number of shares of Company Common Stock that shall be considered to be “Subject Shares” for purposes of this Agreement shall be modified to be only such number that is equal to 15.75the lesser of (i) 19.25% of the total number of outstanding shares of Company Common Stock and (ii) the amount of Subject Shares held by Stockholder as of such date (the lesser of clause (i) and (ii), the “Lock-Up Subject Shares”), such that Stockholder shall only be obligated to vote the Lock-Up Subject Shares in the manner set forth in Section 3(a) and (ii) Stockholder shall vote (or cause to be voted) all of its remaining Subject Shares in excess of the Lock-Up Subject Shares as it determines in its sole discretion. (d) Stockholder shall not, nor and it shall it authorize or permit any of direct its Affiliates or any of its or their respective directors, officers or and employees or any of their respective and its Representatives not to, (i) directly or indirectly solicit or initiate, or knowingly encourage, induce or facilitate, any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal, or (ii) directly or indirectly participate in any discussions or negotiations with any Person regarding, or furnish to any Person any information with respect to, or cooperate in any way with any Person (whether or not a Person making a Company Takeover Proposal) with respect to, any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal. Stockholder shall, and shall cause direct its Affiliates directors, officers and employees and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal, request the prompt return or destruction of all confidential information previously furnished any such Person or its Representatives and immediately terminate all physical and electronic data room access, if any, previously granted to any such Person or its Representatives. (e) Stockholder shall not, and shall not commit or agree to, directly or indirectly, (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 any interest therein) or any rights to acquire any securities or equity interests of the Company, or enter into any Contract, option, call or 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 the Company, to any Person other than pursuant to this Agreement, unless prior to any such Transfer the transferee of Stockholder’s Subject Shares is a party to this Agreement, 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. At the request of Parent, 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(e). Notwithstanding the foregoing, Stockholder shall have the ability to Transfer Subject Shares pursuant to the written instruction of Stockholder’s clients, to comply with client portfolio guidelines or other regulatory rules in the ordinary course of its business as an investment advisor. Stockholder shall promptly notify Parent of any such permitted Transfer and Schedule A shall be amended at the time of such notice to reflect such Transfer. (i) Stockholder shall use his, her or its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective effective, the transactions contemplated by this Agreement and by the Merger Agreement. Stockholder hereby consents to and approves the actions taken by the Company Board in approving and declaring advisable the Merger. (ii) Stockholder shall not, and Stockholder shall not permit any of its Subsidiaries to, or authorize or permit any Affiliate, director, officer, trustee, spouse, employee or partner of Stockholder or any of its Subsidiaries or any Representative of Stockholder or any of its Subsidiaries to, directly or indirectly, issue any press release or make any other public statement with respect to the Merger Agreement, this Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement or by this Agreement without the prior written consent of Parent, 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 Stockholder to the SEC or other Governmental Entity, including any amendment of any Statement of Schedule 13D, so long as such disclosure is consistent with the terms of this Agreement and the Merger Agreement and the public statements made by the Company and Parent pursuant to the Merger Agreement. (g) 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 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 the Company, in each case after the execution of this Agreement (including by conversion, operation of Law or otherwise) (collectively, the “New Shares”), Stockholder shall deliver promptly to Parent written notice of such event which notice shall state the number of New Shares so acquired or received or over which Stockholder obtained the right to vote. 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 Stockholder on the date of this Agreement. Stockholder agrees that this Agreement and the obligations hereunder shall be binding upon any Person to which record or beneficial ownership of Stockholder’s Subject Shares shall pass, whether by operation of Law or otherwise, including Stockholder’s heirs, guardians, administrators or successors, and Stockholder further agrees to take all actions necessary to effectuate the foregoing.

Covenants of Stockholder. Until the termination of the Stockholder's obligations in accordance with SECTION 3, Stockholder covenants and agrees as follows: (a) Subject to Section 3(c), at any meeting of At the stockholders of the Company called to vote upon the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, Parent Stockholders' Meeting (or at any postponement or adjournment thereof, as permitted by the Merger Agreement, ) or in any other circumstances upon which a vote, adoption consent or other approval with respect to the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement Share Issuance is sought, Stockholder shall (i) appear at such 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 Stockholder’s Subject Shares 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, provided that, in each case, the Merger Agreement shall not have been amended or modified in a manner adverse to the Stockholders. (b) 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, adoption or other approval is sought, Stockholder shall vote (or cause to be voted) all of Stockholder’s the Subject Shares against each in favor of the following: Share Issuance. (b) Except as required to comply with the provisions of this Agreement and except as contemplated by SCHEDULE I hereto, the Stockholder shall not, and shall cause each member of the Stockholder Group not to, (i) directly or indirectly, sell, offer to sell, grant any Company Takeover Proposal option for the sale of, pledge, encumber or otherwise transfer or dispose of, or enter into any agreement relating thereto and to sell, any of the Subject Shares, (ii) grant any amendment proxies or powers of attorney, deposit any of the Company Charter Subject Shares into a voting trust or the Company By-laws (other than pursuant to the Merger Agreement) or enter into any other proposal, action, voting agreement or transaction whicharrangement with respect to any of the Subject Shares, in the case of this clause or (ii), could reasonably be expected to (Aiii) result in a breach of take any covenant, agreement, obligation, action that would cause any representation or warranty of the Company Stockholder contained herein or any representation or warranty of Parent contained in the Merger Agreement to be untrue or incorrect or that would have the effect of preventing or disabling the Stockholder contained in from performing the Stockholder's obligations under this Agreement, (B) prevent, impede, interfere or be inconsistent with, delay, discourage or adversely affect the timely consummation of the Transactions, (C) dilute in any material respect the benefits to Parent or Sub of the Transactions or (D) change in any manner the voting rights of the Company Common Stock (the matters described in clauses (i) and (ii), collectively, the “Vote-Down Matters”). (c) In the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement, solely in connection with a vote that is subject to Section 3(a), (i) the number of shares of Company Common Stock that shall be considered to be “Subject Shares” for purposes of this Agreement shall be modified to be only such number that is equal to 15.75% of the total number of outstanding shares of Company Common Stock (the “Lock-Up Subject Shares”), such that Stockholder shall only be obligated to vote the Lock-Up Subject Shares in the manner set forth in Section 3(a) and (ii) Stockholder shall vote (or cause to be voted) all of its remaining Subject Shares in excess of the Lock-Up Subject Shares as it determines in its sole discretion. (d) The Stockholder shall not, and shall cause each member of the Stockholder Group not to, nor shall it authorize or the Stockholder permit any affiliate, director, officer, employee or other representative of its Affiliates or any member of its or their respective directors, officers or employees or any of their respective Representatives the Stockholder Group to, (i) directly or indirectly solicit or initiatesolicit, initiate or knowingly encourage, induce or facilitateencourage the submission of, any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected with respect to lead to a Company Takeover Proposal, Parent or (ii) directly or indirectly participate in any discussions or negotiations with any Person regarding, or furnish to any Person person any information with respect to, or cooperate in take any way with other action to facilitate any Person (whether inquiries or not a Person the making a Company Takeover Proposal) with respect to, of any Company Takeover Proposal or any inquiry or proposal that constitutes or may reasonably be expected to lead to a Company Takeover Proposal. Stockholder shall, and shall cause its Affiliates and its and their respective Representatives to, immediately cease and any Takeover Proposal with respect to Parent or (iii) vote (or cause to be terminated all existing discussions voted) the Subject Shares in favor of any such Takeover Proposal. (d) The Stockholder shall vote (or negotiations with cause to be voted) the Subject Shares against (i) any Person conducted heretofore with respect to any Company Takeover Proposal recapitalization, merger, consolidation, sale of assets or other business combination or similar transaction involving Parent or any inquiry of its Subsidiaries, securities or proposal assets which is not endorsed in writing by the Company and (ii) any other action or agreement that may reasonably be expected would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent under the Merger Agreement or that could result in any of the conditions to lead to a Company Takeover Proposal, request Parent's obligations under the prompt return or destruction of all confidential information previously furnished any such Person or its Representatives and immediately terminate all physical and electronic data room access, if any, previously granted to any such Person or its RepresentativesMerger Agreement not being fulfilled. (e) The Stockholder shall not, cooperate with the Company to support and shall not commit or agree to, directly or indirectly, (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 any interest therein) or any rights to acquire any securities or equity interests of the Company, or enter into any Contract, option, call or 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 the Company, to any Person other than pursuant to this Agreement, unless prior to any such Transfer the transferee of Stockholder’s Subject Shares is a party to this Agreement, 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. At the request of Parent, 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(e). (i) Stockholder shall use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and by the Merger Agreement. Stockholder hereby consents to and approves the actions taken by the Company Board in approving and declaring advisable the Merger. (ii) Stockholder shall not, and Stockholder shall not permit any of its Subsidiaries to, or authorize or permit any Affiliate, director, officer, trustee, spouse, employee or partner of Stockholder or any of its Subsidiaries or any Representative of Stockholder or any of its Subsidiaries to, directly or indirectly, issue any press release or make any other public statement with respect to the Merger Agreement, this Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement or by this Agreement without the prior written consent of Parent, 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 Stockholder to the SEC or other Governmental Entity, including any amendment of any Statement of Schedule 13D, so long as such disclosure is consistent with the terms of this Agreement and the Merger Agreement and the public statements made by the Company and Parent pursuant to the Merger Agreement. (g) Stockholder hereby agrees thateffective, 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 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 the Company, in each case after the execution of this Agreement (including by conversion, operation of Law or otherwise) (collectivelymost expeditious manner practicable, the “New Shares”), Stockholder shall deliver promptly to Parent written notice of such event which notice shall state the number of New Shares so acquired or received or over which Stockholder obtained the right to vote. 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 Stockholder on the date of this Agreement. Stockholder agrees that this Agreement and the obligations hereunder shall be binding upon any Person to which record or beneficial ownership of Stockholder’s Subject Shares shall pass, whether by operation of Law or otherwise, including Stockholder’s heirs, guardians, administrators or successors, and Stockholder further agrees to take all actions necessary to effectuate the foregoingShare Issuance.

Covenants of Stockholder. Stockholder covenants and agrees with Parent as follows: (a) Without in any way limiting Stockholder's right to vote the Subject Shares in its sole discretion with respect to Section 3(cany 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 the Company called upon 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 other circumstances upon which a vote, 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, Stockholder shall (i) appear at such 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 Stockholder’s Subject Shares in favor of the adoption of adopt the Merger Agreement and the approval of the terms thereof and of approve the Merger and each of the other transactions contemplated by the Merger Agreement, provided that, in each case, the Merger Agreement shall not have been amended or modified in a manner adverse to the Stockholders. (b) 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, adoption 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) all of Stockholder’s the Subject Shares against each of the following: Shares: (i) in favor of the Merger, the adoption by the stockholders of the Company of the Merger Agreement and approval of the other transactions contemplated by the Merger Agreement; and (ii) against (x) any Company Takeover Proposal or any merger agreement relating thereto 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 (iiy) any amendment of the Company Charter Company's certificate of incorporation or by-laws or equivalent organizational documents or other proposal or transaction involving the Company By-laws (other than pursuant to the Merger Agreement) or any of its Subsidiaries which amendment or other proposal, action, agreement proposal or transaction which, in the case of this clause (ii), would or could reasonably be expected to (A) impede, frustrate, prevent, nullify or result in a breach of any covenantrepresentation, agreement, obligation, representation warranty or warranty covenant or any other obligation or agreement of the Company contained in under or with respect to the Merger, the Merger Agreement or of Stockholder contained in this Agreement, (B) prevent, impede, interfere or be inconsistent with, delay, discourage or adversely affect the timely consummation of the Transactions, (C) dilute in any material respect the benefits to Parent or Sub of the Transactions or (D) change in any manner the voting rights of the Company Common Stock (the matters described in clauses (i) and (ii), collectively, the “Vote-Down Matters”). (c) In the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement, solely in connection with a vote that is subject to Section 3(a), (i) the number of shares of Company Common Stock that shall be considered to be “Subject Shares” for purposes of this Agreement shall be modified to be only such number that is equal to 15.75% of the total number of outstanding shares of Company Common Stock (the “Lock-Up Subject Shares”), such that Stockholder shall only be obligated to vote the Lock-Up Subject Shares in the manner set forth in Section 3(a) and (ii) Stockholder shall vote (or cause to be voted) all of its remaining Subject Shares in excess of the Lock-Up Subject Shares as it determines in its sole discretion. (d) Stockholder shall not, nor shall it authorize or permit any of its Affiliates or any of its or their respective directors, officers or employees or any of their respective Representatives to, (i) directly or indirectly solicit or initiate, or knowingly encourage, induce or facilitate, any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal, or (ii) directly or indirectly participate in any discussions or negotiations with any Person regarding, or furnish to any Person any information with respect to, or cooperate in any way with any Person (whether or not a Person making a Company Takeover Proposal) with respect to, any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal. Stockholder shall, and shall cause its Affiliates and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal, request the prompt return or destruction of all confidential information previously furnished any such Person or its Representatives and immediately terminate all physical and electronic data room access, if any, previously granted to any such Person or its Representatives. (e) Stockholder shall not, and shall not commit or agree to, directly or indirectly, (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 any interest therein) or any rights to acquire any securities or equity interests of the Company, or enter into any Contract, option, call or 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 the Company, to any Person other than pursuant to this Agreement, unless prior to any such Transfer the transferee of Stockholder’s Subject Shares is a party to this Agreement, 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. At the request of Parent, 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(e). (i) Stockholder shall use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and by the Merger Agreement. Stockholder hereby consents to and approves the actions taken by the Company Board in approving and declaring advisable the Merger. (ii) Stockholder shall not, and Stockholder shall not permit any of its Subsidiaries to, or authorize or permit any Affiliate, director, officer, trustee, spouse, employee or partner of Stockholder or any of its Subsidiaries or any Representative of Stockholder or any of its Subsidiaries to, directly or indirectly, issue any press release or make any other public statement with respect to the Merger Agreement, this Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement or by this Agreement without 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 written consent to the termination of Parentthis Agreement. Furthermore, Stockholder shall not, except as may be required contemplated by applicable Law this Agreement, directly or court processindirectly, provided that 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 and shall not commit or agree to take any of the foregoing actions. (c) Stockholder shall not apply to any disclosure required be deemed to be made by a Representative at all times for purposes of Section 6.2 of the Merger Agreement (regardless of whether Stockholder to is in fact a Representative at the SEC or other Governmental Entity, including any amendment of any Statement of Schedule 13D, so long as such disclosure is consistent relevant time) and shall comply with the terms of this Agreement and the Merger Agreement and the public statements made by the Company and Parent pursuant to Section 6.2(a) of the Merger Agreement. (gd) Stockholder hereby waives, and agrees thatnot to exercise or assert, in any appraisal or similar rights under Section 262 of the event (i) of any stock or extraordinary dividend DGCL or other distribution, stock split, reverse stock split, recapitalization, reclassification, reorganization, combination or other like change, of or affecting applicable law in connection with the Subject Shares or (ii) that 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 the Company, in each case after the execution of this Agreement (including by conversion, operation of Law or otherwise) (collectively, the “New Shares”), Stockholder shall deliver promptly to Parent written notice of such event which notice shall state the number of New Shares so acquired or received or over which Stockholder obtained the right to vote. 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 Stockholder on the date of this Agreement. Stockholder agrees that this Agreement and the obligations hereunder shall be binding upon any Person to which record or beneficial ownership of Stockholder’s Subject Shares shall pass, whether by operation of Law or otherwise, including Stockholder’s heirs, guardians, administrators or successors, and Stockholder further agrees to take all actions necessary to effectuate the foregoingMerger.

Covenants of Stockholder. Until the termination of the Stockholder's obligations in accordance with Section 4, Stockholder covenants and agrees as follows: (a) At the Stockholder Meeting (or at any adjournment thereof) or in any other circumstances upon which a vote, consent or other approval 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 adoption of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (b) 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) directly or indirectly participate in any discussions or negotiations regarding, or furnish to Section 3(c)any person any information with respect to, at 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. (c) The Stockholder shall cooperate with Parent to support and to consummate and make effective, in the most expeditious manner reasonably practicable, the Merger and the other transactions contemplated by the Merger Agreement. (d) At any meeting of the stockholders of the Company called 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 vote upon 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 Takeover Proposal (as defined in the Merger Agreement) or (ii) any amendment of the Company's certificate of incorporation or by-laws or other proposal or transaction involving the Company or any of its subsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify 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 other circumstances upon which a vote, 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, Stockholder shall (i) appear at such 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 Stockholder’s Subject Shares 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, provided that, in each case, the Merger Agreement shall not have been amended or modified in a manner adverse to the Stockholders. (b) 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, adoption or other approval is sought, Stockholder shall vote (or cause to be voted) all of Stockholder’s Subject Shares against each of the following: (i) any Company Takeover Proposal or any agreement relating thereto and (ii) any amendment of the Company Charter or the Company By-laws (other than pursuant to the Merger Agreement) or any other proposal, action, agreement or transaction which, in the case of this clause (ii), could reasonably be expected to (A) result in a breach of any covenant, agreement, obligation, representation or warranty of the Company contained in the Merger Agreement or of Stockholder contained in this Agreement, (B) prevent, impede, interfere or be inconsistent with, delay, discourage or adversely affect the timely consummation of the Transactions, (C) dilute in any material respect the benefits to Parent or Sub of the Transactions or (D) change in any manner the voting rights of the Company Common Stock (the matters described in clauses (i) and (ii), collectively, the “Vote-Down Matters”). (c) In the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement, solely in connection with a vote that is subject to Section 3(a), (i) the number of shares of Company Common Stock that shall be considered to be “Subject Shares” for purposes of this Agreement shall be modified to be only such number that is equal to 15.75% of the total number of outstanding shares of Company Common Stock (the “Lock-Up Subject Shares”), such that Stockholder shall only be obligated to vote the Lock-Up Subject Shares in the manner set forth in Section 3(a) and (ii) Stockholder shall vote (or cause to be voted) all of its remaining Subject Shares in excess of the Lock-Up Subject Shares as it determines in its sole discretion. (d) Stockholder shall not, nor shall it authorize or permit any of its Affiliates or any of its or their respective directors, officers or employees or any of their respective Representatives to, (i) directly or indirectly solicit or initiate, or knowingly encourage, induce or facilitate, any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal, or (ii) directly or indirectly participate in any discussions or negotiations with any Person regarding, or furnish to any Person any information with respect to, or cooperate in any way with any Person (whether or not a Person making a Company Takeover Proposal) with respect to, any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal. Stockholder shall, and shall cause its Affiliates and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal, request the prompt return or destruction of all confidential information previously furnished any such Person or its Representatives and immediately terminate all physical and electronic data room access, if any, previously granted to any such Person or its Representatives. (e) The Stockholder shall not, and shall agrees not commit or agree to, directly or indirectly, to (i) other than by operation of law, sell, transfer, pledge, encumber, exchange, assign, tender assign 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 any interest therein) or any rights to acquire any securities or equity interests of the Company, or enter into any Contractcontract, option, call option or other arrangement (including any profit sharing arrangement) with respect to the Transfer (including any profit-sharing sale, transfer, pledge, assignment or other derivative arrangement) of any disposition of, the Subject Shares (or any interest therein) or any rights to acquire any securities or equity interests of the Company, to any Person person other than pursuant to this Agreement, unless prior to any such Transfer the transferee of Stockholder’s Subject Shares is a party to this Agreement, Sub or Sub's designee 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. At the request of Parent, 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(e). (i) Stockholder shall use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and by the Merger Agreement. Stockholder hereby consents to and approves the actions taken by the Company Board in approving and declaring advisable the Merger. (ii) Stockholder shall not, and Stockholder shall not permit any of its Subsidiaries to, or authorize or permit any Affiliate, director, officer, trustee, spouse, employee or partner of Stockholder or any of its Subsidiaries or any Representative of Stockholder or any of its Subsidiaries toconnection, directly or indirectly, issue with any press release or make Takeover Proposal. (f) The Stockholder hereby agrees to enter into such agreements as the Company may request to terminate the obligations of the Company under each of the instruments listed on Schedules A and B to which such Stockholder is a party, effective immediately prior to the Effective Time notwithstanding any other public statement with respect provisions of such instruments which would otherwise survive the termination thereof. [NOTE: For the Voting Agreement to be executed by TI] (g) The Stockholder agrees that, prior to the Effective Time (as defined in the Merger Agreement, this Agreement), the Merger or any of Stockholder will exercise the other transactions contemplated by the Merger Agreement or by this Agreement without the prior written consent of ParentWarrant for Company Preferred Stock dated June 1, 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 Stockholder to the SEC or other Governmental Entity, including any amendment of any Statement of Schedule 13D, so long as such disclosure is consistent 2000 in accordance with the terms thereof so that, immediately prior to the Effective Time, all shares issuable thereunder will have been issued. Stockholder hereby waives its right pursuant to Section 1.2(f) of this the Stockholders Agreement dated as of June 1, 2000 between the Company, Stockholder and the other stockholders of the Company named therein (the "Stockholders Agreement") to submit an Acquisition Proposal (as defined in the Stockholders Agreement) in response to the Merger Agreement and the public statements made by transactions described therein. Nothing herein shall be deemed to waive Stockholder's rights under the Stockholders Agreement with respect to any other Acquisition Proposal that the Company and may receive from any other third party, or from Parent pursuant that would materially reduce the consideration to be paid to the stockholders of the Company from the amount contemplated under the Merger Agreement. (g) Stockholder hereby agrees that, in . [For 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 Stockholder purchases or otherwise acquires beneficial or record ownership of or an interest in, or acquires the right Voting Agreement to vote or share in the voting of, any shares of capital stock of the Company, in each case after the execution of this Agreement (including be executed by conversion, operation of Law or otherwise) (collectively, the “New Shares”), Stockholder shall deliver promptly to Parent written notice of such event which notice shall state the number of New Shares so acquired or received or over which Stockholder obtained the right to vote. 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 Stockholder on the date of this Agreement. Stockholder agrees that this Agreement and the obligations hereunder shall be binding upon any Person to which record or beneficial ownership of Stockholder’s Subject Shares shall pass, whether by operation of Law or otherwise, including Stockholder’s heirs, guardians, administrators or successors, and Stockholder further agrees to take all actions necessary to effectuate the foregoing.Xxx Xxxxxx]

Covenants of Stockholder. Until the termination of the Stockholder's obligations in accordance with SECTION 4, Stockholder covenants and agrees as follows: (a) Subject to Section 3(c), at any meeting of the stockholders of At the Company called to vote upon the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, Stockholders' Meeting (or at any postponement or adjournment thereof, as permitted by the Merger Agreement, ) or in any other circumstances upon which a vote, adoption consent or other approval with respect to the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement is sought, the Stockholder shall (i) appear at such 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 Stockholder’s the Subject Shares in favor of the Merger, 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, provided that, in each case, the Merger Agreement shall not have been amended or modified in a manner adverse to the Stockholders. (b) At any meeting Except as required to comply with the provisions of this Agreement, the stockholders of the Company or at any postponement or adjournment thereof or in any other circumstances upon which a vote, adoption or other approval is sought, Stockholder shall vote (or cause to be voted) all of Stockholder’s Subject Shares against each of the following: not (i) directly or indirectly, sell, offer to sell, grant any Company Takeover Proposal option for the sale of, pledge, encumber or otherwise transfer or dispose of, or enter into any agreement relating thereto and to sell, any of the Subject Shares, (ii) grant any amendment proxies or powers of attorney, deposit any of the Company Charter Subject Shares into a voting trust or enter into any voting agreement or arrangement with respect to any of the Company By-laws Subject Shares, or (other than pursuant to iii) take any action that would cause any representation or warranty of the Merger Agreement) Stockholder contained herein or any other proposal, action, agreement or transaction which, in the case of this clause (ii), could reasonably be expected to (A) result in a breach of any covenant, agreement, obligation, representation or warranty of the Company contained in the Merger Agreement to be untrue or incorrect or that would have the effect of preventing or disabling the Stockholder contained in from performing the Stockholder's obligations under this Agreement, (B) prevent, impede, interfere or be inconsistent with, delay, discourage or adversely affect the timely consummation of the Transactions, (C) dilute in any material respect the benefits to Parent or Sub of the Transactions or (D) change in any manner the voting rights of the Company Common Stock (the matters described in clauses (i) and (ii), collectively, the “Vote-Down Matters”). (c) In the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement, solely in connection with a vote that is subject to Section 3(a), (i) the number of shares of Company Common Stock that shall be considered to be “Subject Shares” for purposes of this Agreement shall be modified to be only such number that is equal to 15.75% of the total number of outstanding shares of Company Common Stock (the “Lock-Up Subject Shares”), such that Stockholder shall only be obligated to vote the Lock-Up Subject Shares in the manner set forth in Section 3(a) and (ii) Stockholder shall vote (or cause to be voted) all of its remaining Subject Shares in excess of the Lock-Up Subject Shares as it determines in its sole discretion. (d) The Stockholder shall not, nor shall it authorize or the Stockholder permit any affiliate, director, officer, employee or other representative of its Affiliates or any of its or their respective directors, officers or employees or any of their respective Representatives the Stockholder to, (i) directly or indirectly solicit or initiatesolicit, initiate or knowingly encourage, induce or facilitateencourage the submission of, any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposalinvolving the Company, or (ii) directly or indirectly participate in any discussions or negotiations with any Person regarding, or furnish to any Person person any information with respect to, or cooperate in take any way with other action to facilitate any Person (whether inquiries or not a Person the making a Company Takeover Proposal) with respect to, of any Company Takeover Proposal or any inquiry or proposal that constitutes or may reasonably be expected to lead to a Company Takeover Proposal. Stockholder shall, and shall cause its Affiliates and its and their respective Representatives to, immediately cease and any Takeover Proposal involving the Company, or (iii) vote (or cause to be terminated all existing discussions voted) the Subject Shares in favor of any such Takeover Proposal. (d) The Stockholder shall vote (or negotiations with cause to be voted) the Subject Shares against (i) any Person conducted heretofore with respect to any recapitalization, merger, consolidation, sale of assets or other business combination or similar transaction involving the Company Takeover Proposal or any inquiry of its Subsidiaries, securities or proposal assets which is not endorsed in writing by Parent and (ii) any other action or agreement that may reasonably be expected 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 that could result in any of the conditions to lead to a Company Takeover Proposal, request the prompt return or destruction of all confidential information previously furnished any such Person or its Representatives and immediately terminate all physical and electronic data room access, if any, previously granted to any such Person or its RepresentativesCompany's obligations under the Merger Agreement not being fulfilled. (e) The Stockholder shall not, cooperate with Parent to support and shall not commit or agree to, directly or indirectly, (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 any interest therein) or any rights to acquire any securities or equity interests of the Company, or enter into any Contract, option, call or 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 the Company, to any Person other than pursuant to this Agreement, unless prior to any such Transfer the transferee of Stockholder’s Subject Shares is a party to this Agreement, 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. At the request of Parent, 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(e). (i) Stockholder shall use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective effective, in the transactions contemplated by this Agreement and by the Merger Agreement. Stockholder hereby consents to and approves the actions taken by the Company Board in approving and declaring advisable the Merger. (ii) Stockholder shall not, and Stockholder shall not permit any of its Subsidiaries to, or authorize or permit any Affiliate, director, officer, trustee, spouse, employee or partner of Stockholder or any of its Subsidiaries or any Representative of Stockholder or any of its Subsidiaries to, directly or indirectly, issue any press release or make any other public statement with respect to the Merger Agreement, this Agreementmost expeditious manner practicable, the Merger or any of and the other transactions contemplated by the Merger Agreement or by this Agreement without the prior written consent of Parent, 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 Stockholder to the SEC or other Governmental Entity, including any amendment of any Statement of Schedule 13D, so long as such disclosure is consistent with the terms of this Agreement and the Merger Agreement and the public statements made by the Company and Parent pursuant to the Merger Agreement. (g) 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 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 the Company, in each case after the execution of this Agreement (including by conversion, operation of Law or otherwise) (collectively, the “New Shares”), Stockholder shall deliver promptly to Parent written notice of such event which notice shall state the number of New Shares so acquired or received or over which Stockholder obtained the right to vote. 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 Stockholder on the date of this Agreement. Stockholder agrees that this Agreement and the obligations hereunder shall be binding upon any Person to which record or beneficial ownership of Stockholder’s Subject Shares shall pass, whether by operation of Law or otherwise, including Stockholder’s heirs, guardians, administrators or successors, and Stockholder further agrees to take all actions necessary to effectuate the foregoing.

Covenants of Stockholder. Until the termination of this Agreement ------------------------ in accordance with Section 5, Stockholder covenants and agrees as follows: (a) Subject to Section 3(c), at any meeting of the stockholders of At the Company called to vote upon the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, Meeting (or at any postponement or adjournment thereof, as permitted by the Merger Agreement, ) or in any other circumstances upon which a vote, adoption consent or other approval with respect to the Arrangement Resolution and the Transaction is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares in favor of the Arrangement Resolution and the Transaction; (b) The Stockholder covenants and agrees in favor of LabCorp, that if LabCorp so requests (i) not later than five days prior to the date of the Company Meeting, it shall deliver or cause to be delivered to the Company duly executed proxies in favor of LabCorp voting in favor of the Merger Agreementand (ii) such proxies will not be revoked, provided, however, that if a waiting period under the HSR Act, the Investment Canada Act, the Competition Act (Canada) or the pre-merger filing requirements of any other jurisdiction applies to the grant of the proxies so requested, the Stockholder shall not deliver or grant such proxies until any applicable waiting periods shall have expired or terminated. (c) The Stockholder covenants that it will not exercise any rights of dissent provided under Section 185 of the OBCA or any order relating to the Arrangement or otherwise in connection with the Arrangement; (d) At any meeting of the Company Securityholders 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 Acquisition Proposal or transaction or occurrence that if proposed and offered to the Company or its stockholders (or any of them) would constitute an Acquisition Proposal (collectively, "Alternative Transactions"), and (ii) any amendment of the Company's Articles of Incorporation or By-Laws, which amendment would in any manner impede, frustrate, prevent or nullify the Transaction, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement is sought, Stockholder shall (i) appear at such 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 Stockholder’s Subject Shares 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, provided that, in each case, the Merger Agreement shall not have been amended or modified in a manner adverse to the Stockholders. (b) 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, adoption or other approval is sought, Stockholder shall vote (or cause to be voted) all of Stockholder’s Subject Shares against each of the following: (i) any Company Takeover Proposal or any agreement relating thereto and (ii) any amendment of the Company Charter or the Company By-laws (other than pursuant to the Merger Agreement) or any other proposal, action, agreement or transaction which, in the case of this clause (ii), could reasonably be expected to (A) result in a breach of any covenant, agreement, obligation, representation or warranty of the Company contained in the Merger Agreement or of Stockholder contained in this Agreement, (B) prevent, impede, interfere or be inconsistent with, delay, discourage or adversely affect the timely consummation of the Transactions, (C) dilute in any material respect the benefits to Parent or Sub of the Transactions or (D) change in any manner the voting rights of any class of capital stock of the Company Common Stock (the matters described in clauses (i) and (ii), collectively, the “Vote-Down Matters”).Company; (ce) In the event of a Company Adverse Recommendation Change made in compliance with Other than pursuant to this Agreement and the Merger Agreement, solely in connection with a vote that is subject the Stockholder agrees not to Section 3(a), (i) the number of shares of Company Common Stock that shall be considered to be “Subject Shares” for purposes of this Agreement shall be modified to be only such number that is equal to 15.75% of the total number of outstanding shares of Company Common Stock (the “Lock-Up Subject Shares”), such that Stockholder shall only be obligated to vote the Lock-Up Subject Shares in the manner set forth in Section 3(a) and (ii) Stockholder shall vote (or cause to be voted) all of its remaining Subject Shares in excess of the Lock-Up Subject Shares as it determines in its sole discretion. (d) Stockholder shall not, nor shall it authorize or permit any of its Affiliates or any of its or their respective directors, officers or employees or any of their respective Representatives to, (i) directly or indirectly solicit or initiate, or knowingly encourage, induce or facilitate, any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal, or (ii) directly or indirectly participate in any discussions or negotiations with any Person regarding, or furnish to any Person any information with respect to, or cooperate in any way with any Person (whether or not a Person making a Company Takeover Proposal) with respect to, any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal. Stockholder shall, and shall cause its Affiliates and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal, request the prompt return or destruction of all confidential information previously furnished any such Person or its Representatives and immediately terminate all physical and electronic data room access, if any, previously granted to any such Person or its Representatives. (e) Stockholder shall not, and shall not commit or agree to, directly or indirectly, (i) sell, transfer, pledge, encumber, exchange, assign, tender assign 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 any interest therein) or any rights to acquire any securities or equity interests of the Company, or enter into any Contractcontract, option, call option or other arrangement with respect to the Transfer (including any profit-sharing or other derivative arrangement) with respect to the Transfer of any the Subject Shares (or any interest therein) or any rights to acquire any securities or equity interests of the Company, to any Person other than pursuant to this Agreement, unless prior to any such Transfer the transferee of Stockholder’s Subject Shares is a party to this Agreement, 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, provided, however, that (A) the -------- ------- Stockholder may transfer Subject Shares to one or more parties affiliated with the Stockholder provided that (i) prior to such transfer the Stockholder causes the transferee to execute and deliver to LabCorp a Stockholder Agreement substantially identical to this Agreement and providing for an identical grant of an Option and other substantive provisions provided herein, and being reasonably satisfactory to LabCorp, and (ii) the transfer to the transferee and the issuance of the LabCorp Common Stock to such transferee can be effected without the consent or approval of any third party, and (B) in the event the Stockholder reasonably believes that the Company is or may become a "controlled foreign corporation" (within the meaning of Section 957 of the Internal Revenue Code of 1986, as amended (the "Code") and the Treasury Regulations promulgated under the Code), then the Stockholder may Transfer a number of the Subject Shares to its general and limited partners equal to (but not in excess of) the number of Subject Shares that shall (x) cause the Company to cease to be or not become a "controlled foreign corporation" (within the meaning of Code Section 957 and the Treasury Regulations promulgated under the Code) or (y) otherwise minimizes any tax cost attributable to Code Section 951 or Code Section 1248 with respect to any Subject the Stockholder and its direct and indirect partners, which number of Transferred Shares or rights to acquire any securities or equity interests shall be determined in the reasonable discretion of Stockholder after consultation with its tax counsel. In the event of a Transfer in accordance with clause (B) of the Companyproviso to the immediately preceding sentence, the Stockholder shall (i) notify LabCorp prior to making the Transfer of its intention to do so and (ii) use its reasonable best efforts to cause the transferees to execute and deliver to Lighthouse a Stockholder Agreement substantially identical to this Agreement and providing for an identical grant of an Option and other than substantive provisions provided herein. For further clarification, a Transfer in accordance with clause (B) of the first sentence of this Agreement. At the request of Parent, each certificate or other instrument representing any Subject Shares Section 4(e) shall bear a legend that such Subject Shares are not be subject to the provisions requirements set forth in clause (A) of this Agreementthat sentence; (f) The Stockholder shall not, including this Section 3(e). nor shall the Stockholder permit any affiliate, director, officer, employee, investment banker, attorney or 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 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) The Stockholder shall promptly notify LabCorp in writing of any contact, inquiry, submission, proposal or offer of which Stockholder becomes aware for an Acquisition Proposal and of any request in connection with such a proposal for non-public information relating to the Company or any of its material Subsidiaries any of the relevant details relating to such a proposal (including the identity of the prospective party and the proposed terms and conditions) known at such time; and (h) The Stockholder shall use its reasonable the Stockholder's best efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with LabCorp in doing, all things necessary, proper or advisable to support and to consummate and make effective effective, in the transactions contemplated by this Agreement and by the Merger Agreement. Stockholder hereby consents to and approves the actions taken by the Company Board in approving and declaring advisable the Merger. (ii) Stockholder shall not, and Stockholder shall not permit any of its Subsidiaries to, or authorize or permit any Affiliate, director, officer, trustee, spouse, employee or partner of Stockholder or any of its Subsidiaries or any Representative of Stockholder or any of its Subsidiaries to, directly or indirectly, issue any press release or make any other public statement with respect to the Merger Agreement, this Agreementmost expeditious manner practicable, the Merger or any of and the other transactions contemplated by the Merger Agreement or by this Agreement without the prior written consent of Parent, 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 Stockholder to the SEC or other Governmental Entity, including any amendment of any Statement of Schedule 13D, so long as such disclosure is consistent with the terms of this Agreement and the Merger Agreement and the public statements made by the Company and Parent pursuant to the Merger Agreement. (g) 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 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 the Company, in each case after the execution of this Agreement (including by conversion, operation of Law or otherwise) (collectively, the “New Shares”), Stockholder shall deliver promptly to Parent written notice of such event which notice shall state the number of New Shares so acquired or received or over which Stockholder obtained the right to vote. 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 Stockholder on the date of this Agreement. Stockholder agrees that this Agreement and the obligations hereunder shall be binding upon any Person to which record or beneficial ownership of Stockholder’s Subject Shares shall pass, whether by operation of Law or otherwise, including Stockholder’s heirs, guardians, administrators or successors, and Stockholder further agrees to take all actions necessary to effectuate the foregoing.

Covenants of Stockholder. Each Stockholder covenants and agrees as follows: (a) Subject to Section 3(c), at At any meeting of the stockholders of the Company called to vote upon the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger AgreementAgreement (including any Company Stockholders’ Meeting), or at any postponement or adjournment thereof, as permitted by the Merger Agreement, or in any other circumstances upon which a vote, adoption or other approval with respect to the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement is soughtsought (including any Company Stockholder Approval), such Stockholder shall (i) appear at such meeting or otherwise cause its Subject Shares (and to the extent it has voting power with respect to such shares and, if applicable, its Proxy Shares) to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted) all of Stockholder’s Subject Shares other than such Stockholder’s pro rata portion of the Excess Shares (as defined below) 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 AgreementAgreement (including the Company Stockholder Approval), provided thatwith such pro rata portion of the Excess Shares to be voted in the same manner as, and in the same proportion to, the votes or actions of all Company stockholders, other than the votes or actions of any Stockholder, provided, that in each case, the Merger Agreement shall not have been amended or modified in a manner adverse that adversely affects the value of the merger consideration payable to the Individual Stockholders. (b) 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, adoption or other approval is sought, Stockholder shall vote (or cause to be voted) all of Stockholder’s Subject Shares against each of the following: (i) any Company Takeover Proposal or any agreement relating thereto and (ii) any amendment of the Company Charter or the Company By-laws (other than pursuant to the Merger Agreement) or any other proposal, action, agreement or transaction which, in the case of this clause (ii), could reasonably be expected to (A) result in a breach of any covenant, agreement, obligation, representation or warranty of the Company contained in the Merger Agreement or of Stockholder contained in this Agreement, (B) prevent, impede, interfere or be inconsistent with, delay, discourage or adversely affect the timely consummation of the Transactions, (C) dilute in any material respect the benefits to Parent or Sub of the Transactions or (D) change in any manner the voting rights of the Company Common Stock (the matters described in clauses (i) and (ii), collectively, the “Vote-Down Matters”). (c) In the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement, solely in connection with a vote that is subject to Section 3(a), (i) the number of shares of Company Common Stock that shall be considered to be “Subject Shares” for purposes of this Agreement shall be modified to be only such number that is equal to 15.75% of the total number of outstanding shares of Company Common Stock (the “Lock-Up Subject Shares”), such that Stockholder shall only be obligated to vote the Lock-Up Subject Shares in the manner set forth in Section 3(a) and (ii) Stockholder shall vote (or cause to be voted) all of its remaining Subject Shares in excess of the Lock-Up Subject Shares as it determines in its sole discretion. (d) Stockholder shall not, nor shall it authorize or permit any of its Affiliates or any of its or their respective directors, officers or employees or any of their respective Representatives to, (i) directly or indirectly solicit or initiate, or knowingly encourage, induce or facilitate, any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal, or (ii) directly or indirectly participate in any discussions or negotiations with any Person regarding, or furnish to any Person any information with respect to, or cooperate in any way with any Person (whether or not a Person making a Company Takeover Proposal) with respect to, any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal. Stockholder shall, and shall cause its Affiliates and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal, request the prompt return or destruction of all confidential information previously furnished any such Person or its Representatives and immediately terminate all physical and electronic data room access, if any, previously granted to any such Person or its Representatives. (e) Stockholder shall not, and shall not commit or agree to, directly or indirectly, (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 any interest therein) or any rights to acquire any securities or equity interests of the Company, or enter into any Contract, option, call or 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 the Company, to any Person other than pursuant to this Agreement, unless prior to any such Transfer the transferee of Stockholder’s Subject Shares is a party to this Agreement, 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. At the request of Parent, 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(e). (i) Stockholder shall use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and by the Merger Agreement. Stockholder hereby consents to and approves the actions taken by the Company Board in approving and declaring advisable the Merger. (ii) Stockholder shall not, and Stockholder shall not permit any of its Subsidiaries to, or authorize or permit any Affiliate, director, officer, trustee, spouse, employee or partner of Stockholder or any of its Subsidiaries or any Representative of Stockholder or any of its Subsidiaries to, directly or indirectly, issue any press release or make any other public statement with respect to the Merger Agreement, this Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement or by this Agreement without the prior written consent of Parentthe Individual Stockholders; and provided, except as may be required by applicable Law or court processfurther, provided that the foregoing Stockholders shall not apply to any disclosure required collectively cause the Excess Shares to be made by Stockholder to the SEC or other Governmental Entity, including any amendment of any Statement of Schedule 13D, so long as such disclosure is consistent voted in accordance with the terms this Section 3(a). For purposes of this Agreement and the Merger Agreement and following terms have the public statements made by the Company and Parent pursuant to the Merger Agreement. (g) 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 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 the Company, in each case after the execution of this Agreement (including by conversion, operation of Law or otherwise) (collectively, the “New Shares”), Stockholder shall deliver promptly to Parent written notice of such event which notice shall state the number of New Shares so acquired or received or over which Stockholder obtained the right to vote. Stockholder agrees that any New Shares shall be subject to the terms of this Agreement, including all covenants, agreements, obligations, representations and warranties meanings set forth herein, and shall constitute Subject Shares to the same extent as if those New Shares were owned by Stockholder on the date of this Agreement. Stockholder agrees that this Agreement and the obligations hereunder shall be binding upon any Person to which record or beneficial ownership of Stockholder’s Subject Shares shall pass, whether by operation of Law or otherwise, including Stockholder’s heirs, guardians, administrators or successors, and Stockholder further agrees to take all actions necessary to effectuate the foregoingbelow.

Covenants of Stockholder. Until the termination of this Agreement in accordance with Section 4, Stockholder covenants and agrees as follows: (a) Subject to Section 3(c), at any meeting of the stockholders of At the Company called to vote upon the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, Stockholders Meeting (or at any postponement or adjournment thereof, as permitted by the Merger Agreement, ) or in any other circumstances upon which a vote, adoption consent or other approval with respect to the Merger Agreement, the Merger or any of the other transactions contemplated by and the Merger Agreement is sought, the Stockholder shall (i) appear at such 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 Stockholder’s the Subject Shares in favor of the Merger, 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, provided that, in each case, the Merger Agreement shall not have been amended or modified in a manner adverse to the Stockholders. ; (b) At any meeting of the stockholders of the Company or at any postponement or adjournment thereof or in any other circumstances upon which a the Stockholder's vote, adoption consent or other approval is sought, the Stockholder shall vote (or cause to be voted) all of Stockholder’s the Subject Shares against each of the following: (i) any Company Takeover Proposal proposal or any agreement relating thereto and (ii) any amendment of the Company Charter Company's Certificate of Incorporation or the Company By-laws (other than pursuant to Laws, which proposal or amendment would in any manner impede, frustrate, prevent or nullify the Merger Agreement) or any other proposalMerger, action, agreement or transaction which, in the case of this clause (ii), could reasonably be expected to (A) result in a breach of any covenant, agreement, obligation, representation or warranty of the Company contained in the Merger Agreement or of Stockholder contained in this Agreement, (B) prevent, impede, interfere or be inconsistent with, delay, discourage or adversely affect the timely consummation any of the Transactions, (C) dilute in any material respect other transactions contemplated by the benefits to Parent Merger Agreement or Sub of the Transactions or (D) change in any manner the voting rights of the Company Common Stock (the matters described in clauses (i) and (ii), collectively, the “Vote-Down Matters”). (c) In the event any class of a Company Adverse Recommendation Change made in compliance with the Merger Agreement, solely in connection with a vote that is subject to Section 3(a), (i) the number of shares of Company Common Stock that shall be considered to be “Subject Shares” for purposes of this Agreement shall be modified to be only such number that is equal to 15.75% capital stock of the total number of outstanding shares of Company Common Stock (Company, and the “Lock-Up Subject Shares”), such that Stockholder shall only be obligated further agrees not to vote the Lock-Up Subject Shares in the manner set forth in Section 3(a) and (ii) Stockholder shall vote (or cause to be voted) all of its remaining the Subject Shares in excess favor of the Lock-Up Subject Shares as it determines in its sole discretion. (d) Stockholder shall not, nor shall it authorize or permit any of its Affiliates or proposal to approve any of its or their respective directors, officers or employees or transaction that arises from any of their respective Representatives to, (i) directly or indirectly solicit or initiate, or knowingly encourage, induce or facilitate, any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal, or (ii) directly or indirectly participate in any discussions or negotiations with any Person regarding, or furnish to any Person any information with respect to, or cooperate in any way with any Person (whether or not a Person making a Company Takeover Proposal) with respect to, any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Acquisition Proposal. The Stockholder shall, and shall cause its Affiliates and its and their respective Representatives to, immediately cease and cause further agrees not to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal, request the prompt return or destruction of all confidential information previously furnished any such Person or its Representatives and immediately terminate all physical and electronic data room access, if any, previously granted to any such Person or its Representatives. (e) Stockholder shall not, and shall not commit or agree to, directly or indirectly, to take any action inconsistent with the foregoing; (c) The Stockholder agrees not to (i) sell, transfer, pledge, encumber, exchange, assign, tender assign 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 any interest therein) or any rights to acquire any securities or equity interests of the Company, or enter into any Contractcontract, option, call option or other arrangement with respect to the Transfer (including any profit-sharing or other derivative arrangement) with respect to the Transfer of any the Subject Shares (or any interest therein) or any rights to acquire any securities or equity interests of the Company, to any Person other than pursuant to this Agreement, unless prior to any such Transfer the transferee of Stockholder’s Subject Shares is a party to this Agreement, 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; provided, however, that the Stockholder may transfer up to 100,000 shares of Company Common Stock in the aggregate (i) without consideration, by way of gift 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 501(c)(3) of the Internal Revenue Code of 1986, or (ii) through a bona fide pledge of the Subject Shares by the Stockholder to a third party as collateral for a loan, so long as the transferee or pledgee of the 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 the Effective Time, the outstanding shares of Company Common Stock are changed into a different number or class of shares by reason of any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction. (d) The Stockholder shall not, nor shall the Stockholder permit any affiliate, director, officer, employee, investment banker, attorney or 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 action to facilitate any Subject Shares inquiries or rights the making of any proposal that constitutes or may reasonably be expected to acquire lead to, any securities or equity interests Acquisition Proposal; provided, however, that if the Stockholder is an executive officer of the Company, other than nothing in this Agreement. At Section 1(d) shall be interpreted to prohibit the request Stockholder from acting in accordance with instructions given by the Board of Parent, each certificate or other instrument representing any Subject Shares shall bear a legend that Directors of the Company so long as such Subject Shares are subject to actions comply with the provisions of this Section 5.4 of the Merger Agreement, including this Section 3(e). (ie) At any time requested by CIENA, the Stockholder shall grant to CIENA or its designees a written proxy or proxies to vote all of the Subject Shares in favor of the Merger and against any Acquisition Proposal or any stockholder proposal intended to promote an Acquisition Proposal; and (f) The Stockholder shall use its the Stockholder's reasonable best efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with CIENA in doing, all things necessary, proper or advisable to support and to consummate and make effective effective, in the transactions contemplated by this Agreement and by the Merger Agreement. Stockholder hereby consents to and approves the actions taken by the Company Board in approving and declaring advisable the Merger. (ii) Stockholder shall not, and Stockholder shall not permit any of its Subsidiaries to, or authorize or permit any Affiliate, director, officer, trustee, spouse, employee or partner of Stockholder or any of its Subsidiaries or any Representative of Stockholder or any of its Subsidiaries to, directly or indirectly, issue any press release or make any other public statement with respect to the Merger Agreement, this Agreementmost expeditious manner practicable, the Merger or any of and the other transactions contemplated by the Merger Agreement or by this Agreement without the prior written consent of Parent, 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 Stockholder to the SEC or other Governmental Entity, including any amendment of any Statement of Schedule 13D, so long as such disclosure is consistent with the terms of this Agreement and the Merger Agreement and the public statements made by the Company and Parent pursuant to the Merger Agreement. (g) 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 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 the Company, in each case after the execution of this Agreement (including by conversion, operation of Law or otherwise) (collectively, the “New Shares”), Stockholder shall deliver promptly to Parent written notice of such event which notice shall state the number of New Shares so acquired or received or over which Stockholder obtained the right to vote. 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 Stockholder on the date of this Agreement. Stockholder agrees that this Agreement and the obligations hereunder shall be binding upon any Person to which record or beneficial ownership of Stockholder’s Subject Shares shall pass, whether by operation of Law or otherwise, including Stockholder’s heirs, guardians, administrators or successors, and Stockholder further agrees to take all actions necessary to effectuate the foregoing.

Covenants of Stockholder. Each Stockholder hereby, severally and on its own account with respect to such Stockholder’s Subject Shares and not jointly with the other Stockholders, covenants and agrees during the term of this Agreement as follows: (a) Subject to Section 3(c), at At any annual or special meeting of the stockholders of the Company Sigma 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 other circumstances (including action by written consent) upon which a vote, adoption or other approval with respect to the Merger Agreement, the Merger Merger, the Share Issuance 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) 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, provided that, in each case, Agreement and the Merger Agreement shall not have been amended or modified in a manner adverse to approval of the StockholdersShare Issuance. (b) At any annual or special meeting of the stockholders of the Company Sigma or at any postponement or adjournment thereof or in any other circumstances upon which a vote, adoption or other approval is soughtsought (including action by written consent), such Stockholder shall vote (or cause to be voted) ), or execute a written consent or consents with respect to all of such Stockholder’s Subject Shares against each of the following: (i) any Company Takeover SBS Acquisition Proposal or any agreement relating thereto and thereto, (ii) any amendment of the Company Charter SBS Certificate or the Company SBS By-laws (other than pursuant to the Merger Agreement) or (iii) any other proposal, action, agreement or transaction which, in the case of this clause (ii) or (iii), could would reasonably be expected to (A) result in a breach of any covenant, agreement, obligation, representation or warranty of the Company Sigma contained in the Merger Agreement or of such Stockholder contained in this Agreement, (B) prevent, materially impede, interfere or with, be inconsistent with, delay, discourage or adversely affect the timely consummation of the Transactionstransactions contemplated by the Merger Agreement, or (C) dilute in any material respect the benefits to Parent or Sub of the Transactions or (D) change in any manner the voting rights of the Company SBS Common Stock (the matters described in clauses (i), (ii) and (iiiii), collectively, the “Vote-Down Matters”). (c) In the event of a Company Adverse Recommendation Change made in compliance with the Merger AgreementSuch Stockholder shall not, solely in connection with a vote that is subject to Section 3(a)and it shall direct its directors, officers and employees not to, directly or indirectly, (i) solicit, initiate, induce, or knowingly facilitate or encourage the number submission or announcement of shares of Company Common Stock any SBS Acquisition Proposal, or any inquiries, proposals or offers that shall may reasonably be considered expected to be “Subject Shares” for purposes of this Agreement shall be modified lead to be only such number that is equal to 15.75% of the total number of outstanding shares of Company Common Stock (the “Lock-Up Subject Shares”)a SBS Acquisition Proposal, such that Stockholder shall only be obligated to vote the Lock-Up Subject Shares in the manner set forth in Section 3(a) and (ii) Stockholder shall vote (enter into or cause participate in any discussions or negotiations with, furnish any information relating to be voted) all of its remaining Subject Shares in excess of the Lock-Up Subject Shares as it determines in its sole discretion. (d) Stockholder shall not, nor shall it authorize or permit any of its Affiliates Sigma or any of its Subsidiaries or their respective directorsotherwise cooperate in any way with, officers assist or employees facilitate any Person (whether or any of their respective Representatives not a Person making a SBS Acquisition Proposal) with respect to, (i) directly or indirectly solicit or initiate, or knowingly encourage, induce or facilitate, cooperate in any Company Takeover way with any Person with respect to any SBS Acquisition Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover SBS 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 SBS Acquisition Proposal, or requiring, or reasonably expected to cause, Sigma to abandon, terminate, delay or fail to consummate, or that would otherwise impede, interfere with or be inconsistent with, the Merger or any of the other transactions contemplated by the Merger Agreement or (iiiv) directly resolve, propose or indirectly participate in agree to do any of the foregoing. Such Stockholder shall, and shall direct its directors, officers and employees to, immediately cease all existing discussions or negotiations by such Persons with any Person regarding, or furnish conducted heretofore with respect to any Person any information with respect toSBS Acquisition Proposal, or cooperate in any way with any Person (whether or not a Person making a Company Takeover Proposal) with respect to, any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover SBS Acquisition Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 3(c) by any directors, officers or employees of such Stockholder shallshall constitute a breach of this Section 3(c) by such Stockholder. Notwithstanding anything to the contrary herein, (A) no Person who is a Director of Sigma shall be restricted hereby from taking any action or omitting to take any action permitted or required of a Director under the Merger Agreement or applicable Law, and no Stockholder shall cause its Affiliates and its and their respective Representatives to, immediately cease and cause be deemed to be terminated all existing discussions or negotiations with in breach of any Person conducted heretofore with respect to any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal, request the prompt return or destruction provision hereof because of all confidential information previously furnished any such Person action or its Representatives inaction and immediately terminate all physical and electronic data room access, if any, previously granted (B) such Stockholder may take any action permitted to any such Person or its Representativesbe taken by a Representative of Sigma pursuant to Section 5.02(c) of the Merger Agreement. (ed) Such Stockholder shall not, and shall not commit or agree to, directly or indirectly, (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 any interest therein) or any rights to acquire any securities or equity interests of the CompanySigma, or enter into any Contract, option, call or 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 the CompanySigma, to any Person other than pursuant to 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 agreement, voting trust or otherwise, with respect to any Subject Shares or rights to acquire any securities or equity interests of the CompanySigma, other than this Agreement. At the request of Parent, 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(e). (e) 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 shall use its reasonable best efforts to takeor any immediate family member of such Stockholder or other Transfers for estate planning purposes, or cause 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 taken, all actions that are necessary, proper or advisable to consummate and make effective the transactions contemplated bound by this Agreement and by as a Stockholder prior to or concurrently with the Merger Agreement. Stockholder hereby consents consummation of any such Transfer, (ii) with respect to and approves such Stockholder’s SBS Restricted Stock Units, if any, (A) that are exercised, vest or settle, as applicable, on or prior to the actions taken by End Date, Transfers of Subject Shares to the Company Board in approving order to satisfy required withholding taxes applicable upon the exercise, vesting or settlement of such SBS Restricted Stock Units or (B) that are forfeited on or prior to the End Date, Transfers of Subject Shares to Sigma in connection with such forfeiture, and declaring advisable (iii) Transfers of Subject Shares pursuant to, and in accordance with, the Mergerterms of such Stockholder’s 10b-5 plan or arrangement with Sigma, if any, as in effect as of the date hereof. Such Stockholder shall promptly notify Beta of any such permitted Transfer and Schedule A shall be amended at the time of such notice to reflect such Transfer. (iif) Stockholder shall not, and Stockholder shall not permit any of its Subsidiaries to, or authorize or permit any Affiliate, director, officer, trustee, spouse, employee or partner of Stockholder or any of its Subsidiaries or any Representative of Stockholder or any of its Subsidiaries to, directly or indirectly, issue any press release or make any other public statement with respect to the Merger Agreement, this Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement or by this Agreement without the prior written consent of Parent, 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 Stockholder to the SEC or other Governmental Entity, including any amendment of any Statement of Schedule 13D, so long as such disclosure is consistent with the terms of this Agreement and the Merger Agreement and the public statements made by the Company and Parent pursuant to the Merger Agreement. (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 the CompanySigma, 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 Parent Beta 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. (g) 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. (h) At Beta’s request, each Stockholder will cause the certificates representing such Stockholder’s Subject Shares to be marked with a legend, reasonably acceptable to Beta, referencing this Agreement and the restrictions on Transfer contained herein.

Covenants of Stockholder. Stockholder covenants and agrees as follows:: ------------------------ (a) Subject to Section 3(c), at any meeting of the stockholders of the Company 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 other circumstances upon which a vote, 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, Stockholder shall (i) appear at such 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 Stockholder’s Subject Shares 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, provided that, in each case, the Merger Agreement shall not have been amended or modified in a manner adverse to the Stockholders. (b) 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, adoption or other approval is sought, Stockholder shall vote (or cause to be voted) all of Stockholder’s Subject Shares against each of the following: (i) any Company Takeover Proposal or any agreement relating thereto and (ii) any amendment of the Company Charter or the Company By-laws (other than pursuant to the Merger Agreement) or any other proposal, action, agreement or transaction which, in the case of this clause (ii), could reasonably be expected to (A) result in a breach of any covenant, agreement, obligation, representation or warranty of the Company contained in the Merger Agreement or of Stockholder contained in this Agreement, (B) prevent, impede, interfere or be inconsistent with, delay, discourage or adversely affect the timely consummation of the Transactions, (C) dilute in any material respect the benefits to Parent or Sub of the Transactions or (D) change in any manner the voting rights of the Company Common Stock (the matters described in clauses (i) and (ii), collectively, the “Vote-Down Matters”). (c) In the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement, solely in connection with a vote that is subject to Section 3(a), (i) the number of shares of Company Common Stock that shall be considered to be “Subject Shares” for purposes of this Agreement shall be modified to be only such number that is equal to 15.75% of the total number of outstanding shares of Company Common Stock (the “Lock-Up Subject Shares”), such that Stockholder shall only be obligated to vote the Lock-Up Subject Shares in the manner set forth in Section 3(a) and (ii) Stockholder shall vote (or cause to be voted) all of its remaining Subject Shares in excess of the Lock-Up Subject Shares as it determines in its sole discretion. (d) a. Stockholder shall not, nor shall it authorize or permit any except as contemplated by the terms of its Affiliates or any of its or their respective directors, officers or employees or any of their respective Representatives to, (i) directly or indirectly solicit or initiate, or knowingly encourage, induce or facilitate, any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal, or (ii) directly or indirectly participate in any discussions or negotiations with any Person regarding, or furnish to any Person any information with respect to, or cooperate in any way with any Person (whether or not a Person making a Company Takeover Proposal) with respect to, any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal. Stockholder shall, and shall cause its Affiliates and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal, request the prompt return or destruction of all confidential information previously furnished any such Person or its Representatives and immediately terminate all physical and electronic data room access, if any, previously granted to any such Person or its Representatives. (e) Stockholder shall not, and shall not commit or agree to, directly or indirectlythis Agreement, (i) sell, transfer, pledge, encumber, exchange, assign, tender assign 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 any interest therein) or any rights to acquire any securities or equity interests of the Company, or enter into any Contractagreement, option, call option or other arrangement (including any profit sharing arrangement) or understanding with respect to the Transfer (including any profit-sharing sale, transfer, pledge, assignment or other derivative arrangement) of any Subject Shares (or any interest therein) or any rights to acquire any securities or equity interests of disposition of, the Company, Securities to any Person other than pursuant to this Agreement, unless prior to any such Transfer the transferee of Stockholder’s Subject Shares is a party to this Agreement, or Person; (ii) enter into any voting arrangement, whether by proxy, voting agreement agreement, voting trust, power-of-attorney or otherwise, with respect to the Securities; or (iii) take any Subject Shares other action that would in any way restrict, limit or rights to acquire any securities interfere with the performance of its obligations hereunder or equity interests of the Company, other than this Agreement. At the request of Parent, 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(e). (i) Stockholder shall use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the transactions contemplated hereby; provided, however, that Stockholder may transfer -------- ------- all or any part of his Securities to any Person, if the recipient of the Securities agrees in advance in writing delivered to Parent to be bound by this Agreement and the transfer is otherwise permitted by the Stockholder's Affiliate Agreement. b. Subject to Section 9 hereof, except as specifically provided in the Merger Agreement. Stockholder hereby consents to and approves , until the actions taken by Merger is consummated or the Company Board in approving and declaring advisable the Merger. (ii) Merger Agreement is terminated, Stockholder shall not, and nor shall Stockholder shall not permit any investment banker, financial adviser, attorney, accountant or other representative or agent acting on behalf of its Subsidiaries to, or authorize or permit any Affiliate, director, officer, trustee, spouse, employee or partner at the direction of Stockholder or any of its Subsidiaries or any Representative of (a "Stockholder or any of its Subsidiaries Representative") to, directly -------------------------- or indirectlyindirectly (i) solicit, issue any press release initiate or make encourage (including by way of furnishing information), or take any other public statement with respect action designed or reasonably likely to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined in the Merger Agreement, this Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement or by this Agreement without the prior written consent of Parent, 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 Stockholder to the SEC or other Governmental Entity, including any amendment of any Statement of Schedule 13D, so long as such disclosure is consistent with the terms of this Agreement and the Merger Agreement and the public statements made by the Company and Parent pursuant to the Merger Agreement. (g) 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) participate in any discussions or negotiations regarding any Acquisition Proposal. Without limiting the foregoing, it is understood that Stockholder purchases or otherwise acquires beneficial or record ownership any violation of or an interest in, or acquires the right to vote or share restrictions set forth in the voting of, any shares of capital stock of the Company, in each case after the execution preceding sentence by a Stockholder Representative shall be deemed to be a violation of this Agreement (including by conversion, operation of Law or otherwise) (collectively, the “New Shares”Section 1(b), Stockholder shall deliver promptly to Parent written notice of such event which notice shall state the number of New Shares so acquired or received or over which Stockholder obtained the right to vote. 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 Stockholder on the date of this Agreement. Stockholder agrees that this Agreement and the obligations hereunder shall be binding upon any Person to which record or beneficial ownership of Stockholder’s Subject Shares shall pass, whether by operation of Law or otherwise, including Stockholder’s heirs, guardians, administrators or successors, and Stockholder further agrees to take all actions necessary to effectuate the foregoing.

Covenants of Stockholder. Stockholder covenants and agrees as follows: (a) Subject Stockholder agrees to Section 3(c), cause the Covered Shares to be present at any meeting of the stockholders of the Company 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 other circumstances upon which a vote, 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, Stockholder shall (i) appear Georgetown Meeting and at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (shall vote, or cause to be voted) all of Stockholder’s Subject , the Covered Shares in favor of the adoption of the Merger Reorganization Agreement and the approval transactions contemplated thereby, until this Agreement terminates as provided in Section 2(d), unless: (i) United is in material default with respect to a material covenant, representation, warranty or agreement made by it in the Reorganization Agreement; or (ii) in accordance with Section 6.02 of the terms thereof and of the Merger and each of the other transactions contemplated by the Merger Reorganization Agreement, provided thatthe Board of Directors of Georgetown has failed to make, in each casewithdrawn, the Merger Agreement shall not have been amended modified or modified in a manner adverse otherwise changed its recommendation to the StockholdersGeorgetown stockholders. (b) At any meeting of Stockholder agrees that until the stockholders of the Company or at any postponement or adjournment thereof or in any other circumstances upon which a vote, adoption or other approval is sought, Stockholder shall vote (or cause to be voted) all of Stockholder’s Subject Shares against each of the following: (i) any Company Takeover Proposal or any agreement relating thereto and (ii) any amendment of the Company Charter or the Company By-laws (other than pursuant to the Merger Agreement) or any other proposal, action, agreement or transaction which, in the case of this clause (ii), could reasonably be expected to (A) result in a breach of any covenant, agreement, obligation, representation or warranty of the Company contained in the Merger Agreement or of Stockholder contained in this Agreement, (B) prevent, impede, interfere or be inconsistent with, delay, discourage or adversely affect the timely consummation of the Transactions, (C) dilute in any material respect the benefits to Parent or Sub of the Transactions or (D) change in any manner the voting rights of the Company Common Stock (the matters described in clauses (i) and (ii), collectively, the “Vote-Down Matters”). (c) In the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement, solely in connection with a vote that is subject to Section 3(a), (i) the number of shares of Company Common Stock that shall be considered to be “Subject Shares” for purposes termination of this Agreement shall be modified to be only such number that is equal to 15.75% of the total number of outstanding shares of Company Common Stock (the “Lock-Up Subject Shares”as provided in Section 2(d), such that Stockholder shall only be obligated to vote the Lock-Up Subject Shares in the manner set forth in Section 3(a) and (ii) Stockholder shall vote (or cause to be voted) all of its remaining Subject Shares in excess of the Lock-Up Subject Shares as it determines in its sole discretion. (d) Stockholder shall not, nor shall it authorize or permit any of its Affiliates or any of its or their respective directors, officers or employees or any of their respective Representatives to, (i) directly or indirectly solicit or initiate, or knowingly encourage, induce or facilitate, any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal, or (ii) directly or indirectly participate in any discussions or negotiations with any Person regarding, or furnish to any Person any information with respect to, or cooperate in any way with any Person (whether or not a Person making a Company Takeover Proposal) with respect to, any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal. Stockholder shall, and shall cause its Affiliates and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal, request the prompt return or destruction of all confidential information previously furnished any such Person or its Representatives and immediately terminate all physical and electronic data room access, if any, previously granted to any such Person or its Representatives. (e) Stockholder shall not, and shall not commit or agree to, directly or indirectly, (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 any interest therein) or any rights to acquire any securities or equity interests of the Company, or enter into any Contract, option, call or 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 the Company, to any Person other than pursuant to this Agreement, unless prior to any such Transfer the transferee of Stockholder’s Subject Shares is a party to this Agreement, 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. At the request of Parent, 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(e). (i) Stockholder shall use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and by the Merger Agreement. Stockholder hereby consents to and approves the actions taken by the Company Board in approving and declaring advisable the Merger. (ii) Stockholder shall not, and Stockholder shall not permit any of its Subsidiaries to, or authorize or permit any Affiliate, director, officer, trustee, spouse, employee or partner of Stockholder or any of its Subsidiaries or any Representative of Stockholder or any of its Subsidiaries to, directly or indirectly, issue any press release or make any other public statement with respect to the Merger Agreement, this Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement or by this Agreement without the prior written consent of ParentUnited, except as may be required by applicable Law directly or court processindirectly tender or permit the tender into any tender or exchange offer, or sell, transfer, hypothecate, grant a security interest in or otherwise dispose of or encumber any of the Covered Shares, or any options to acquire Georgetown Common Stock issued and outstanding pursuant to the Georgetown Stock Plans; provided that the foregoing this restriction shall not apply to any disclosure required shares that are hypothecated or as to be made by Stockholder to which a security interest already has been granted as of the SEC or other Governmental Entity, including any amendment of any Statement of Schedule 13D, so long as such disclosure is consistent with date hereof. Notwithstanding the terms of this Agreement and the Merger Agreement and the public statements made by the Company and Parent pursuant to the Merger Agreement. (g) Stockholder hereby agrees thatforegoing, in the event (i) case of any stock or extraordinary dividend or other distributiontransfer by operation of law subsequent to the date hereof, stock split, reverse stock split, recapitalization, reclassification, reorganization, combination or other like change, of or affecting the Subject Shares or (ii) that 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 the Company, in each case after the execution of this Agreement (including by conversion, operation of Law or otherwise) (collectively, the “New Shares”), Stockholder shall deliver promptly to Parent written notice of such event which notice shall state the number of New Shares so acquired or received or over which Stockholder obtained the right to vote. 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 Stockholder on the date of this Agreement. Stockholder agrees that this Agreement and the obligations hereunder shall be binding upon and inure to the transferee. (c) Stockholder agrees not to, without the prior written consent of United, sell on NASDAQ, to submit an offer to sell on NASDAQ, or otherwise directly or indirectly sell, transfer or dispose of (other than by an exercise), any Person Covered Shares or any options, warrants, rights or other securities convertible into or exchangeable for shares of Georgetown Common Stock prior to which record the Effective Time of the Merger. (d) This Agreement shall terminate upon the earlier to occur of: (a) the termination of the Reorganization Agreement by any of the parties thereto or beneficial ownership (b) the Effective Time of Stockholder’s Subject Shares shall pass, whether by operation of Law or otherwise, including Stockholder’s heirs, guardians, administrators or successors, and Stockholder further agrees to take all actions necessary to effectuate the foregoingMerger.

Covenants of Stockholder. From and after the date hereof and until the termination of this Agreement in accordance with Section 7, Stockholder covenants and agrees as follows: (a) Subject to Section 3(c), at At any meeting of the stockholders of the Company called to vote upon the Merger Agreement, or the Agreement and Plan of 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 other circumstances upon which a vote, 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, Stockholder shall (i) appear at such 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 Stockholder’s Subject Shares 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, provided that, in each case, the Merger Agreement shall not have been amended or modified in a manner adverse to the Stockholders. (b) 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, adoption consent or other approval with respect to the Merger or the transactions contemplated by the Agreement and Plan of Merger is sought, each Stockholder shall vote (or cause to be voted) all of Stockholder’s the Subject Shares against each in favor of the following: Merger, the adoption by the Company of the Agreement and Plan of Merger and the approval of the terms thereof and the transaction contemplated thereby. (ib) At any Company Takeover Proposal or any agreement relating thereto and (ii) any amendment meeting of stockholders of the Company Charter or the Company By-laws (other than pursuant to the Merger Agreement) at any adjournment thereof or in any other proposalcircumstances upon which the Stockholder's vote, actionconsent or other approval is sought, agreement or transaction which, in the case of this clause (ii), could reasonably be expected to (A) result in a breach of any covenant, agreement, obligation, representation or warranty of the Company contained in the Merger Agreement or of Stockholder contained in this Agreement, (B) prevent, impede, interfere or be inconsistent with, delay, discourage or adversely affect the timely consummation of the Transactions, (C) dilute in any material respect the benefits to Parent or Sub of the Transactions or (D) change in any manner the voting rights of the Company Common Stock (the matters described in clauses (i) and (ii), collectively, the “Vote-Down Matters”). (c) In the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement, solely in connection with a vote that is subject to Section 3(a), (i) the number of shares of Company Common Stock that shall be considered to be “Subject Shares” for purposes of this Agreement shall be modified to be only such number that is equal to 15.75% of the total number of outstanding shares of Company Common Stock (the “Lock-Up Subject Shares”), such that Stockholder shall only be obligated to vote the Lock-Up Subject Shares in the manner set forth in Section 3(a) and (ii) each Stockholder shall vote (or cause to be voted) all of its remaining the Subject Shares against (i) any merger agreement or merger (other than the Agreement and Plan of Merger and the Merger), consolidation, combination, sale of assets, reorganization, recapitalization, dissolution, liquidation or winding-up of or by the Company or any other takeover proposal (collectively, "Takeover Proposal"), (ii) any action or agreement that would result in excess a breach of any covenant, representation or warranty or any other obligation or agreement of the Lock-Up Subject Shares as it determines Company under the Agreement and Plan of Merger or this Agreement or (iii) (x) any material amendment of the Company's articles of incorporation or code of regulations, (y) any change in its sole discretiona majority of the persons who constitute the Board of Directors of the Company or (z) any other proposal or transaction involving the Company, which is intended by any Stockholder to, or which ERP notifies any Stockholder that ERP reasonably believes will, impede, frustrate, prevent, delay or nullify (A) the ability of the Company to consummate the Merger or (B) any of the transactions contemplated by this Agreement or the Agreement and Plan of Merger. (dc) Except as contemplated by the Formation Agreement, Stockholder shall not, nor shall it authorize or permit any of its Affiliates or any of its or their respective directors, officers or employees or any of their respective Representatives to, agrees not to (i) directly or indirectly solicit or initiateoffer to sell, or knowingly encourage, induce or facilitate, any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal, or (ii) directly or indirectly participate in any discussions or negotiations with any Person regarding, or furnish to any Person any information with respect to, or cooperate in any way with any Person (whether or not a Person making a Company Takeover Proposal) with respect to, any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal. Stockholder shall, and shall cause its Affiliates and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal, request the prompt return or destruction of all confidential information previously furnished any such Person or its Representatives and immediately terminate all physical and electronic data room access, if any, previously granted to any such Person or its Representatives. (e) Stockholder shall not, and shall not commit or agree to, directly or indirectly, (i) sell, transfer, encumber, pledge, encumber, exchange, assign, tender assign 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 any interest therein) or any rights to acquire any securities or equity interests of the Company, or enter into any Contractcontract, option, call option or other arrangement with respect to or consent to the Transfer of, the Subject Shares or any interest therein to any person other than pursuant to the terms of the Merger, (including ii) except as contemplated hereby, grant any profitproxies or powers of attorney with respect to the Subject Shares, deposit any Subject Shares into a voting trust or enter into any voting arrangement with respect to the Subject Shares, or any interest in the foregoing, except with ERP, (iii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect to have the effect of preventing or disabling the Stockholder from performing any of its obligations under this Agreement or (iv) commit or agree to take any of the foregoing actions. (d) Stockholder hereby irrevocably waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that the Stockholder may have. (e) Stockholder agrees with, and covenants to, ERP that the Stockholder shall not request that the Company register the transfer (book-sharing entry or other derivative arrangementotherwise) 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 Shares (or a business combination transaction involving the Company. Stockholder shall not directly or indirectly, through any interest therein) or any rights to acquire any securities or equity interests employee of the Company, to any Person other than pursuant to this Agreementrepresentative, unless prior to any such Transfer the transferee of Stockholder’s Subject Shares is a party to this Agreement, 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. At the request of Parent, each certificate agent or other instrument representing person, solicit or encourage the initiation or submission of any Subject Shares shall bear a legend that such Subject Shares are subject to the provisions direct or indirect inquiries, proposals or offers regarding any acquisition, merger, takeover bid or sale of this Agreement, including this Section 3(e). (i) Stockholder shall use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and by the Merger Agreement. Stockholder hereby consents to and approves the actions taken by the Company Board in approving and declaring advisable the Merger. (ii) Stockholder shall not, and Stockholder shall not permit any of its Subsidiaries to, or authorize or permit any Affiliate, director, officer, trustee, spouse, employee or partner of Stockholder or any of its Subsidiaries or any Representative of Stockholder or any of its Subsidiaries to, directly or indirectly, issue any press release or make any other public statement with respect to the Merger Agreement, this Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement assets or by this Agreement without the prior written consent of Parent, 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 Stockholder to the SEC or other Governmental Entity, including any amendment of any Statement of Schedule 13D, so long as such disclosure is consistent with the terms of this Agreement and the Merger Agreement and the public statements made by the Company and Parent pursuant to the Merger Agreement. (g) 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 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 the Company, whether or not in each case after writing and whether or not delivered to the execution Company or to the stockholders of the Company generally (including, without limitation, by way of a tender offer) by any party other than ERP or its affiliates (any such inquiry, proposal or offer being referred to herein as an "Acquisition Proposal"); provided, however, that nothing contained in this Agreement (including by conversionshall prevent any Stockholder from considering or negotiating, operation solely in his capacity as a director of Law or otherwise) (collectivelythe Company, an unsolicited, bona fide Acquisition Proposal in accordance with Section 5.1 of the “New Shares”), Stockholder shall deliver promptly to Parent written notice Agreement and Plan of such event which notice shall state the number of New Shares so acquired or received or over which Stockholder obtained the right to voteMerger. Stockholder agrees that will immediately notify ERP, orally and in writing, of any New Shares shall be subject direct or indirect contact related in any way to an Acquisition Proposal, including the identity of the person involved in such contact, or on whose behalf such contact is made, and the terms and conditions of this Agreementany Acquisition Proposal made. (g) THE STOCKHOLDER HEREBY GRANTS TO, including all covenantsAND APPOINTS ERP AND ANY DESIGNEE OF ERP, agreementsAND EACH OF THEM INDIVIDUALLY, obligations, representations and warranties set forth herein, and shall constitute Subject Shares to the same extent as if those New Shares were owned by Stockholder on the date of this AgreementSTOCKHOLDER'S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) PROXY AND ATTORNEY-IN-FACT WITH FULL POWER OF SUBSTITUTION TO VOTE THE SUBJECT SHARES OF STOCKHOLDER AS INDICATED IN SECTION 3(A) AND 3(B) ABOVE. Stockholder agrees that this Agreement and the obligations hereunder shall be binding upon any Person to which record or beneficial ownership of Stockholder’s Subject Shares shall pass, whether by operation of Law or otherwise, including Stockholder’s heirs, guardians, administrators or successors, and Stockholder further agrees to take all actions necessary to effectuate the foregoingTHE STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION TO REVOKE AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY STOCKHOLDER WITH RESPECT TO SUCH STOCK HOLDER'S SUBJECT SHARES.

Covenants of Stockholder. Until the termination of this Agreement ------------------------ in accordance with Section 5, Stockholder covenants and agrees as follows: (a) Subject to Section 3(c), at any meeting of the stockholders of At the Company called to vote upon the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, Meeting (or at any postponement or adjournment thereof, as permitted by the Merger Agreement, ) or in any other circumstances upon which a vote, adoption consent or other approval with respect to the Arrangement Resolution and the Transaction is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares in favor of the Arrangement Resolution and the Transaction; (b) The Stockholder covenants and agrees in favor of LabCorp, that if LabCorp so requests (i) not later than five days prior to the date of the Company Meeting, it shall deliver or cause to be delivered to the Company duly executed proxies in favor of LabCorp voting in favor of the Merger Agreementand (ii) such proxies will not be revoked, provided, however, that if a waiting period under the HSR Act, the Investment Canada Act, the Competition Act (Canada) or the pre-merger filing requirements of any other jurisdiction applies to the grant of the proxies so requested, the Stockholder shall not deliver or grant such proxies until any applicable waiting periods shall have expired or terminated. (c) The Stockholder covenants that it will not exercise any rights of dissent provided under Section 185 of the OBCA or any order relating to the Arrangement or otherwise in connection with the Arrangement; (d) At any meeting of the Company Securityholders 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 Acquisition Proposal or transaction or occurrence that if proposed and offered to the Company or its stockholders (or any of them) would constitute an Acquisition Proposal (collectively, "Alternative Transactions"), and (ii) any amendment of the Company's Articles of Incorporation or By-Laws, which amendment would in any manner impede, frustrate, prevent or nullify the Transaction, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement is sought, Stockholder shall (i) appear at such 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 Stockholder’s Subject Shares 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, provided that, in each case, the Merger Agreement shall not have been amended or modified in a manner adverse to the Stockholders. (b) 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, adoption or other approval is sought, Stockholder shall vote (or cause to be voted) all of Stockholder’s Subject Shares against each of the following: (i) any Company Takeover Proposal or any agreement relating thereto and (ii) any amendment of the Company Charter or the Company By-laws (other than pursuant to the Merger Agreement) or any other proposal, action, agreement or transaction which, in the case of this clause (ii), could reasonably be expected to (A) result in a breach of any covenant, agreement, obligation, representation or warranty of the Company contained in the Merger Agreement or of Stockholder contained in this Agreement, (B) prevent, impede, interfere or be inconsistent with, delay, discourage or adversely affect the timely consummation of the Transactions, (C) dilute in any material respect the benefits to Parent or Sub of the Transactions or (D) change in any manner the voting rights of the Company Common Stock (the matters described in clauses (i) and (ii), collectively, the “Vote-Down Matters”). (c) In the event any class of a Company Adverse Recommendation Change made in compliance with the Merger Agreement, solely in connection with a vote that is subject to Section 3(a), (i) the number of shares of Company Common Stock that shall be considered to be “Subject Shares” for purposes of this Agreement shall be modified to be only such number that is equal to 15.75% capital stock of the total number of outstanding shares of Company Common Stock (the “Lock-Up Subject Shares”), such that Stockholder shall only be obligated to vote the Lock-Up Subject Shares in the manner set forth in Section 3(a) and (ii) Stockholder shall vote (or cause to be voted) all of its remaining Subject Shares in excess of the Lock-Up Subject Shares as it determines in its sole discretion. (d) Stockholder shall not, nor shall it authorize or permit any of its Affiliates or any of its or their respective directors, officers or employees or any of their respective Representatives to, (i) directly or indirectly solicit or initiate, or knowingly encourage, induce or facilitate, any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal, or (ii) directly or indirectly participate in any discussions or negotiations with any Person regarding, or furnish to any Person any information with respect to, or cooperate in any way with any Person (whether or not a Person making a Company Takeover Proposal) with respect to, any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal. Stockholder shall, and shall cause its Affiliates and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal, request the prompt return or destruction of all confidential information previously furnished any such Person or its Representatives and immediately terminate all physical and electronic data room access, if any, previously granted to any such Person or its Representatives.Company; (e) Other than pursuant to this Agreement, the Stockholder shall not, and shall agrees not commit or agree to, directly or indirectly, to (i) sell, transfer, pledge, encumber, exchange, assign, tender assign 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 any interest therein) or any rights to acquire any securities or equity interests of the Company, or enter into any Contractcontract, option, call option or other arrangement with respect to the Transfer (including any profit-sharing or other derivative arrangement) with respect to the Transfer of any the Subject Shares (or any interest therein) or any rights to acquire any securities or equity interests of the Company, to any Person other than pursuant to this Agreement, unless prior to any such Transfer the transferee of Stockholder’s Subject Shares is a party to this Agreement, person or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect in relation to the Subject Shares, and agrees not to commit or agree to take any of the foregoing actions, provided, however, that the Stockholder may transfer Subject Shares to one or rights to acquire any securities or equity interests of more parties affiliated with the Company, other than this Agreement. At the request of Parent, each certificate or other instrument representing any Subject Shares shall bear a legend Stockholder provided that such Subject Shares are subject to the provisions of this Agreement, including this Section 3(e). (i) prior to such transfer the Stockholder causes the transferee to execute and deliver to LabCorp a Stockholder Agreement substantially identical to this Agreement and providing for an identical grant of an Option and other substantive provisions provided herein, and being reasonably satisfactory to LabCorp and (ii) the transfer to the transferee and the issuance of the LabCorp Common Stock to such transferee can be effected without the consent or approval of any third party; (f) The Stockholder shall not, nor shall the Stockholder permit any affiliate, director, officer, employee, investment banker, attorney or 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 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) The Stockholder shall promptly notify LabCorp in writing of any contact, inquiry, submission, proposal or offer of which Stockholder becomes aware for an Acquisition Proposal and of any request in connection with such a proposal for non-public information relating to the Company or any of its material Subsidiaries any of the relevant details relating to such a proposal (including the identity of the prospective party and the proposed terms and conditions) known at such time; and (h) The Stockholder shall use its reasonable the Stockholder's best efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with LabCorp in doing, all things necessary, proper or advisable to support and to consummate and make effective effective, in the transactions contemplated by this Agreement and by the Merger Agreement. Stockholder hereby consents to and approves the actions taken by the Company Board in approving and declaring advisable the Merger. (ii) Stockholder shall not, and Stockholder shall not permit any of its Subsidiaries to, or authorize or permit any Affiliate, director, officer, trustee, spouse, employee or partner of Stockholder or any of its Subsidiaries or any Representative of Stockholder or any of its Subsidiaries to, directly or indirectly, issue any press release or make any other public statement with respect to the Merger Agreement, this Agreementmost expeditious manner practicable, the Merger or any of and the other transactions contemplated by the Merger Agreement or by this Agreement without the prior written consent of Parent, 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 Stockholder to the SEC or other Governmental Entity, including any amendment of any Statement of Schedule 13D, so long as such disclosure is consistent with the terms of this Agreement and the Merger Agreement and the public statements made by the Company and Parent pursuant to the Merger Agreement. (g) 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 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 the Company, in each case after the execution of this Agreement (including by conversion, operation of Law or otherwise) (collectively, the “New Shares”), Stockholder shall deliver promptly to Parent written notice of such event which notice shall state the number of New Shares so acquired or received or over which Stockholder obtained the right to vote. 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 Stockholder on the date of this Agreement. Stockholder agrees that this Agreement and the obligations hereunder shall be binding upon any Person to which record or beneficial ownership of Stockholder’s Subject Shares shall pass, whether by operation of Law or otherwise, including Stockholder’s heirs, guardians, administrators or successors, and Stockholder further agrees to take all actions necessary to effectuate the foregoing.

Covenants of Stockholder. Except in accordance with the provisions of this Agreement, Stockholder covenants and agrees agrees, until this Agreement has been terminated in accordance with Section 2 hereof, or as followsa result of death or otherwise by operation of law, not to: (a) Subject to Section 3(c), at any meeting of the stockholders of the Company 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 other circumstances upon which a vote, 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, Stockholder shall (i) appear at such 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 Stockholder’s Subject Shares 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, provided that, in each case, the Merger Agreement shall not have been amended or modified in a manner adverse to the Stockholders. (b) 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, adoption or other approval is sought, Stockholder shall vote (or cause to be voted) all of Stockholder’s Subject Shares against each of the following: (i) any Company Takeover Proposal or any agreement relating thereto and (ii) any amendment of the Company Charter or the Company By-laws (other than pursuant to the Merger Agreement) or any other proposal, action, agreement or transaction which, in the case of this clause (ii), could reasonably be expected to (A) result in a breach of any covenant, agreement, obligation, representation or warranty of the Company contained in the Merger Agreement or of Stockholder contained in this Agreement, (B) prevent, impede, interfere or be inconsistent with, delay, discourage or adversely affect the timely consummation of the Transactions, (C) dilute in any material respect the benefits to Parent or Sub of the Transactions or (D) change in any manner the voting rights of the Company Common Stock (the matters described in clauses (i) and (ii), collectively, the “Vote-Down Matters”). (c) In the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement, solely in connection with a vote that is subject to Section 3(a), (i) the number of shares of Company Common Stock that shall be considered to be “Subject Shares” for purposes of this Agreement shall be modified to be only such number that is equal to 15.75% of the total number of outstanding shares of Company Common Stock (the “Lock-Up Subject Shares”), such that Stockholder shall only be obligated to vote the Lock-Up Subject Shares in the manner set forth in Section 3(a) and (ii) Stockholder shall vote (or cause to be voted) all of its remaining Subject Shares in excess of the Lock-Up Subject Shares as it determines in its sole discretion. (d) Stockholder shall not, nor shall it authorize or permit any of its Affiliates or any of its or their respective directors, officers or employees or any of their respective Representatives to, (i) directly or indirectly solicit or initiate, or knowingly encourage, induce or facilitate, any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal, or (ii) directly or indirectly participate in any discussions or negotiations with any Person regarding, or furnish to any Person any information with respect to, or cooperate in any way with any Person (whether or not a Person making a Company Takeover Proposal) with respect to, any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal. Stockholder shall, and shall cause its Affiliates and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Company Takeover Proposal, request the prompt return or destruction of all confidential information previously furnished any such Person or its Representatives and immediately terminate all physical and electronic data room access, if any, previously granted to any such Person or its Representatives. (e) Stockholder shall not, and shall not commit or agree to, directly or indirectly, (i) sell, transfer, pledge, encumber, exchange, assign, tender assign 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 any interest therein) or any rights to acquire any securities or equity interests of the Company, or enter into any Contractcontract, option, call commitment or other arrangement or understanding with respect to the Transfer (including any profit-sharing sale, transfer, pledge, assignment or other derivative arrangement) disposition of any Subject Shares (or any interest therein) or any rights to acquire any securities or equity interests of the Company, to any Person other than pursuant to this Agreement, unless prior to any such Transfer the transferee of Stockholder’s Subject Shares is a party to this Agreement, 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. At the request of Parent, 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(e). (i) Stockholder shall use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and by the Merger Agreement. Stockholder hereby consents to and approves the actions taken by the Company Board in approving and declaring advisable the Merger. (ii) Stockholder shall not, and Stockholder shall not permit any of its Subsidiaries to, or authorize or permit any Affiliate, director, officer, trustee, spouse, employee or partner of Stockholder or any of its Subsidiaries or any Representative of Stockholder or any of its Subsidiaries to, directly or indirectly, issue any press release or make any other public statement with respect to the Merger Agreement, this Agreement, the Merger or any of the other transactions contemplated by Shares except pursuant to the Merger Agreement or by this Agreement without the prior written consent of Parent, Stock Purchase Agreement; (b) except as may be required by applicable Law to vote the Voting Shares in accordance with Section 1 hereof, grant any consents or court processproxies, provided that the foregoing shall not apply deposit any Voting Shares into a voting trust or enter into a voting agreement with respect to any disclosure required Voting Shares; (c) take any action or omit to be made by Stockholder to take any action (reasonably within the SEC control of Stockholder) which would prohibit, prevent or other Governmental Entity, including any amendment of any Statement of Schedule 13D, so long preclude the Company from performing its obligations under the Merger Agreement; or (1) solicit proxies or become a "participant" in a "solicitation" (as such disclosure is consistent terms are defined in Regulation 14A under the Securities Exchange Act of 1934, as amended (the "1934 Act")) in opposition to or competition with the consummation of the Merger or otherwise encourage or assist any party in taking or planning any action which would compete with, impede, interfere with or attempt to discourage the Merger or inhibit the timely consummation of the Merger in accordance with the terms of this Agreement and the Merger Agreement and the public statements made by the Company and Parent pursuant to the Merger Agreement. , (g2) Stockholder hereby agrees thatdirectly or indirectly encourage, initiate or cooperate 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 Stockholder purchases or otherwise acquires beneficial or record ownership of or an interest in, or acquires the right to a stockholders' vote or share in the voting of, any shares of capital stock action by consent of the Company's stockholders in opposition to or in competition with the consummation of the Merger, or (c) become a member of a "group" (as such term is used in each case after Section 13(d) of the execution 0000 Xxx) with respect to any voting securities of this Agreement (including by conversion, operation the Company for the purpose of Law opposing or otherwise) (collectively, competing with the “New Shares”), Stockholder shall deliver promptly to Parent written notice consummation of such event which notice shall state the number of New Shares so acquired or received or over which Stockholder obtained the right to vote. 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 Stockholder on the date of this Agreement. Stockholder agrees that this Agreement and the obligations hereunder shall be binding upon any Person to which record or beneficial ownership of Stockholder’s Subject Shares shall pass, whether by operation of Law or otherwise, including Stockholder’s heirs, guardians, administrators or successors, and Stockholder further agrees to take all actions necessary to effectuate the foregoingMerger.