Common use of Covenants of the Stockholder Clause in Contracts

Covenants of the Stockholder. Until the termination of this Agreement in accordance with Section 3, the Stockholder agrees as follows: (a) At any meeting of stockholders of the Company called to vote upon the election of members of the board of directors of the Company (“Board Election”) or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to a Board Election is sought from or on behalf of the stockholders of the Company, the Stockholder shall vote (or cause to be voted) the Subject Shares as instructed by Pevow. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. (b) The Stockholder hereby appoints Pevow as the Stockholder’s proxy and attorney-in-fact, with full power of substitution and resubstitution, solely to vote or act by written consent prior to the termination of this Agreement with respect the Subject Shares in accordance with Section 2(a). This proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this proxy. The proxy and power of attorney granted pursuant to this Section 2(b) by the Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by the Stockholder inconsistent with the proxy hereby granted. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the dissolution or bankruptcy of the Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. The Stockholder represents that any proxies heretofore given in respect of the Stockholder’s Subject Shares are not irrevocable and that any such proxies are hereby revoked.

Covenants of the Stockholder. Until the termination of this Agreement in accordance with Section 3, the The Stockholder covenants and agrees as follows: (ai) At any meeting of the stockholders of the Company called to vote upon the election of members of the board of directors of seek the Company (“Board Election”) or at any adjournment thereof Stockholder Approval or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to a Board Election the Merger Agreement, the Merger or any other Transaction is sought from or on behalf of the stockholders of the Companysought, the Stockholder shall shall, including by executing a written consent solicitation if requested by Parent, vote (or cause to be voted) the Subject Shares as instructed by Pevow. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes favor of determining that a quorum is present and for purposes of recording granting the results of such vote or consentCompany Stockholder Approval. (bii) The Stockholder hereby appoints Pevow irrevocably grants to, and appoints, Parent, and any individual designated in writing by Parent, and each of them individually, as the Stockholder’s 's proxy and attorney-in-fact, fact (with full power of substitution substitution), for and resubstitutionin the name, solely place and stead of the Stockholder, to vote the Subject Shares, or act by written grant a consent prior to the termination or approval in respect of this Agreement with respect the Subject Shares in accordance a manner consistent with this Section 2(a)3. This The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(a) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such hereby further action or execute such other instruments as may be reasonably necessary to effectuate affirms that the intent of this proxy. The irrevocable proxy and power of attorney granted pursuant to this Section 2(b) by the Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be is coupled with an interest sufficient in law to support an and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and shall revoke any and all prior proxies granted by the Stockholder inconsistent intended to be irrevocable in accordance with the proxy hereby grantedprovisions of Section 212(e) of the DGCL. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the dissolution or bankruptcy of the Stockholder. The irrevocable proxy and power of attorney granted hereunder shall automatically terminate upon the termination of this Agreement in accordance with Section 4. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company, (ii) any Company Takeover Proposal and (iii) any amendment of the Company Charter or the Company By-laws or other proposal or transaction involving the Company or any Company Subsidiary, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any provision of the Merger Agreement, the Merger or any other Transaction or change in any manner the voting rights of any class of Company Common Stock. The Stockholder shall not commit or agree to take any action inconsistent with the foregoing. (c) Other than as contemplated by this Agreement, the Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any person other than pursuant to the Merger or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares and shall not commit or agree to take any of the foregoing actions. (d) The Stockholder shall not, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other adviser or representative of, the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Company Takeover Proposal, (ii) enter into any agreement with respect to any Company Takeover Proposal or (iii) 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 Company Takeover Proposal. The Stockholder promptly shall advise Parent orally and in writing of any Company Takeover Proposal or inquiry made to the Stockholder with respect to or that could reasonably be expected to lead to any Company Takeover Proposal, the identity of the person making any such Company Takeover Proposal or inquiry and the material terms of any such Company Takeover Proposal or inquiry. (e) The Stockholder shall use its best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement. Neither Parent nor the Stockholder shall issue any press release or make any other public statement with respect to the Merger or any other transaction contemplated by the Merger Agreement other than in accordance with the Master Agreement, except as may be required by applicable law, court process or by obligations pursuant to any listing agreement with any national securities exchange. (f) The Stockholder hereby consents to and approves the actions taken by the Company Board in approving the Merger and the other transactions contemplated by the Merger Agreement. The Stockholder represents that hereby waives, and agrees not to exercise or assent, any proxies heretofore given appraisal rights under Section 262 in respect of connection with the Stockholder’s Subject Shares are not irrevocable and that any such proxies are hereby revokedMerger.

Covenants of the Stockholder. Until The Stockholder covenants and agrees with Parent that, during the termination of period commencing on the date hereof and ending on the date this Agreement in accordance with Section 3, the Stockholder agrees as followsis terminated under Article V hereof: (a) At The Stockholder shall not sell, transfer, pledge, or dispose of any meeting Shares or offer to make such a sale, transfer, pledge or disposition (collectively, "Transfer") to any Person, provided that this Section 4.1(a) shall not prohibit a Transfer of stockholders Shares by the Stockholder (i) if Stockholder is an individual, to any member of Stockholder’s immediate family or to a trust for the Company called to vote benefit of Stockholder or any member of Stockholder’s immediate family, (ii) upon the election death of Stockholder, or (iii) if Stockholder is a partnership or limited liability company, to one or more partners or members of the board of directors of the Company (“Board Election”Stockholder or to an affiliated corporation under common control with Stockholder; provided that a Transfer referred to in Subsections 4.1(a)(i)-(iii) or at any adjournment thereof or in any other circumstances upon which shall be permitted only if, as a vote, consent or other approval (including by written consent) with respect precondition to a Board Election is sought from or on behalf of the stockholders of the Companysuch Transfer, the Stockholder shall vote (or cause transferee agrees in a writing, reasonably satisfactory in form and substance to Parent, to be voted) bound by the Subject Shares as instructed by Pevow. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes terms of determining that a quorum is present and for purposes of recording the results of such vote or consentthis Agreement. (b) The Stockholder hereby appoints Pevow as waives, and agrees not to exercise or assert, any applicable appraisal rights under Section 262 of the Delaware General Corporation Law in connection with the Merger. (c) Stockholder will not, and will not permit any entity under Stockholder’s proxy and attorney-in-fact's control to, deposit any of the Shares in a voting trust, grant any proxies with full power of substitution and resubstitution, solely to vote or act by written consent prior respect to the termination Shares or subject any of this Agreement the Shares to any arrangement with respect to the Subject Shares in accordance with Section 2(a). This proxy is given to secure the performance voting of the duties of the Stockholder under this Agreement. Shares other than agreements entered into with Parent. (d) The Stockholder shall execute and deliver such other documents and instruments and take such further action or execute such other instruments actions as may be reasonably are necessary in order to effectuate ensure that Parent receives the intent of this proxy. The proxy and power of attorney granted pursuant to this Section 2(b) by the Stockholder shall be irrevocable during the term benefit of this Agreement. (e) Until the earlier of the Effective Time or such time as the Merger Agreement is terminated pursuant to the terms thereof, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy Stockholder will not, directly or indirectly, and shall revoke cause its Affiliates to not: (i) solicit, initiate, or encourage the submission of any proposal or offer from any Person relating to the acquisition of any capital stock or other voting securities, or any substantial portion of the assets, of the Company or any of its Subsidiaries (including any acquisition structured as a merger, consolidation, or share exchange) or (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the foregoing. Stockholder will notify Parent promptly if any Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing. (f) Stockholder acknowledges and all prior proxies granted by the Stockholder inconsistent agrees that Parent is a blank check company with the proxy hereby grantedpower and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. The power of attorney granted by the Stockholder herein is a durable power of attorney acknowledges and shall survive the dissolution or bankruptcy agrees that Parent’s sole assets consist of the Stockholder. The proxy cash proceeds of Parent’s initial public offering and power private placements of attorney granted hereunder shall terminate upon the termination of this Agreement. The Stockholder represents that any proxies heretofore given in respect of the Stockholder’s Subject Shares are not irrevocable its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public shareholders. For and in consideration of Parent and Merger Sub entering into the Merger Agreement, the receipt and sufficiency of which are hereby acknowledged, Stockholder, on behalf of himself or itself and any of its managers, directors, officers, affiliates, members, stockholders or trustees (if applicable), hereby irrevocably waives any right, title, interest or claim of any kind he or it has or may have in the future in or to any monies in the Trust Account, and agrees not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, any such proxies are hereby revokedclaims against Parent or Merger Sub arising under the Merger Agreement.

Covenants of the Stockholder. Until (a) The Stockholder shall cause to be nominated and elected each CBS Director, including any Replacement CBS Director, so that there are eight CBS Directors on the termination Board of Directors of Viacom at all times; (b) the Stockholder shall take all action necessary to ensure that any seat on the Board of Directors of Viacom vacated by a CBS Director or such a seat with respect to which a CBS Director elects not to seek reelection is filled by a Replacement CBS Director immediately following the designation of such person as such and notice thereof to the Stockholder; (c) the Stockholder shall take all action necessary to ensure that no CBS Director is removed as a director of Viacom unless such removal is for cause and is approved by at least 14 members of the Board of Directors of Viacom; (d) in the event that any Specified Independent Director shall resign, vacate his directorship, fail to stand as a director, fail to be elected as a director, or otherwise be removed as or for any reason cease to be a director of Viacom, the Stockholder shall take all necessary action to cause such Specified Independent Director to be replaced by an Independent Director; provided that any such replacement Specified Independent Director shall be the chief executive officer, chief operating officer or chief financial officer or former chief executive officer of a Fortune 500 company or a non-U.S. public company of comparable size; (e) unless approved by a vote of at least 14 members of the Board of Directors of Viacom, the Stockholder shall not take any action to amend, modify or repeal Article XIII of the Restated Certificate of Incorporation of Viacom (in the form attached as Exhibit A-1 of the Merger Agreement) or Article VIII of the By-laws of Viacom (in the form attached as Exhibit A-2 of the Merger Agreement), or otherwise vote in favor of or take any action or fail to take any action which would have the effect of eliminating, limiting, restricting, avoiding or otherwise modifying the effect of any provision contained therein (e.g., by creating a holding company structure if the certificate of incorporation or similar document of such holding company does not contain equivalent provisions). Without limiting the generality of the foregoing, the Stockholder further agrees to take all necessary action to ensure that such provisions shall be applicable to (i) any successor to Viacom as the result of a merger, consolidation or other business combination, whether or not Viacom is the surviving corporation in such transaction, or otherwise and (ii) any corporation or other entity with respect to which Viacom or its successor is or becomes a direct or indirect subsidiary, and the Stockholder shall take all necessary action to ensure that Viacom shall not be a party to any transaction which would not comply with the provisions of this Agreement paragraph (e) unless such transaction is approved by a vote of at least 14 members of the Board of Directors of Viacom; (f) the Stockholder shall take all necessary action, including without limitation by voting and/or holding the Stockholder's Shares, to ensure that the Stockholder or transferees thereof (in accordance with Section 34 of this Agreement) owns, beneficially and of record, on an outstanding and fully diluted basis, a majority of the Stockholder agrees as follows:shares of Voting Stock, at all times (and refrain from taking any action that would have the opposite result); and (ag) At any meeting of stockholders each of the Company called to vote upon the election of members of the board of directors of the Company (“Board Election”) or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to a Board Election is sought from or on behalf of the stockholders of the Company, the Stockholder shall vote (or cause to be voted) the Subject Shares as instructed by Pevow. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. (b) The Stockholder hereby appoints Pevow as the Stockholder’s proxy and attorneyCBS Directors are intended third-in-fact, with full power of substitution and resubstitution, solely to vote or act by written consent prior to the termination party beneficiaries of this Agreement with respect and shall have the Subject Shares in accordance with Section 2(a). This proxy is given right to secure enforce the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this proxy. The proxy and power of attorney granted pursuant to this Section 2(b) by the Stockholder shall be irrevocable during the term provisions of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by the Stockholder inconsistent with the proxy hereby granted. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the dissolution or bankruptcy of the Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. The Stockholder represents that any proxies heretofore given in respect of the Stockholder’s Subject Shares are not irrevocable and that any such proxies are hereby revoked.

Covenants of the Stockholder. Until the termination of this Agreement in accordance with Section 3, the The Stockholder irrevocably and unconditionally covenants and agrees as follows: (a) At any general meeting of stockholders of the Company called to vote upon the election of members Transaction or any of the board of directors of other transactions contemplated by the Company (“Board Election”) Share Purchase Agreement, or at any postponement, suspension or adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to a Board Election is sought from or on behalf of the stockholders of the Companythereof, the Stockholder shall vote (or cause to be voted) all of the Subject Shares as instructed by Pevow. Any such which the Stockholder is entitled to vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording at the results time of such vote or consentgeneral meeting in favor of the approval of the Transaction and the approval of each of the other transactions contemplated by the Share Purchase Agreement. (b) The Stockholder shall not, and shall not commit or agree to, directly or indirectly, enter into any voting arrangement, whether by proxy, voting agreement or otherwise, that is inconsistent with its voting obligations under this Agreement. (c) The Stockholder hereby appoints Pevow as consents to and approves the Stockholder’s proxy actions taken by the Board of Directors of the Company in approving the Transaction, submitting the Transaction to a vote at an extraordinary general meeting of the Company and attorney-recommending to the stockholders of the Company that they approve the Transaction. (d) The 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 the Stockholder purchases or otherwise acquires beneficial or record ownership of or an interest in-fact, with full power of substitution and resubstitution, solely or acquires the right to vote or act by written consent prior to share in the termination voting of, any shares of capital stock of the Company, in each case after the execution of this Agreement with respect (including by conversion, operation of Law or otherwise) (collectively, the “New Shares”), the New Shares shall constitute Subject Shares in accordance with Section 2(a). This proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments same extent as may be reasonably necessary to effectuate the intent of this proxy. The proxy and power of attorney granted pursuant to this Section 2(b) if those New Shares were owned by the Stockholder shall be irrevocable during on the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by the Stockholder inconsistent with the proxy hereby granted. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the dissolution or bankruptcy of the Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination date of this Agreement. The Stockholder represents agrees that this Agreement and the obligations hereunder shall be binding upon any proxies heretofore given in respect affiliate to which record or beneficial ownership of the Stockholder’s Subject Shares are not irrevocable shall pass, whether by operation of Law or otherwise, and that any such proxies are hereby revokedthe Stockholder further agrees to take all actions necessary to effectuate the foregoing.

Covenants of the Stockholder. Until the termination of ---------------------------- this Agreement in accordance with Section 35, the Stockholder Stockholder, in its capacity as such, agrees as follows: (a) At any meeting of stockholders of the Company called to vote upon the election of members of Merger and the board of directors of the Company (“Board Election”) Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to a Board Election the Merger and the Merger Agreement is sought from or on behalf of the stockholders of the Company, the Stockholder shall vote (or cause to be voted) the Subject Shares as instructed by Pevow(and each class thereof) in favor of the approval of the Merger and the approval and adoption of the Merger Agreement and each of the Transactions. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. The Stockholder agrees not to enter into any agreement or commitment with any person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3(a). (b) The Stockholder hereby appoints Pevow Tod Burwell and Paul Simpson, and each of them individually, as the Stockholder’s proxy and attorneyXxxxxxxxxxr's pxxxx xxx xxxorney-in-fact, with full power of substitution and resubstitution, solely to vote or act by written consent prior to the termination of this Agreement with respect the Subject Shares in accordance with Section 2(a3(a). This proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall promptly cause a copy of this Agreement to be deposited with the Company at its principal place of business. The Stockholder shall take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this proxy. The proxy and power of attorney granted pursuant to this Section 2(b3(b) by the Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by the Stockholder inconsistent with the proxy hereby granted. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the dissolution dissolution, bankruptcy, death or bankruptcy incapacity of the Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. . (c) Except as provided in Section 3(b), the Stockholder agrees not to, directly or indirectly, (i) sell, transfer, tender, pledge, encumber, assign or otherwise dispose of (collectively, a "Transfer") or enter into any -------- agreement, option or other arrangement with respect to, or consent, a Transfer of, any or all of the Subject Shares to any person, that is inconsistent with its obligations under this Agreement, or (ii) grant any proxies, deposit any Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any of the Subject Shares, in each case that is inconsistent with this Agreement. (d) The Stockholder hereby represents that it is not now engaged in discussions or negotiations with any proxies heretofore given party other than Parent with respect to any Acquisition Proposal. (e) At the request of Parent, the Stockholder shall use all reasonable commercial efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in respect doing, all things reasonably necessary, proper or advisable to carry out the intent and purposes of the Stockholder’s Subject Shares are not irrevocable and that any such proxies are hereby revokedthis Agreement.

Covenants of the Stockholder. Until the termination of this Agreement in accordance with Section 3, the The Stockholder covenants and agrees as follows: (a1) At any meeting of the stockholders of the Company called to vote upon the election of members of the board of directors of the Company (“Board Election”) Company, or at any postponement or adjournment thereof thereof, called to seek the affirmative vote of the holders of a majority of the outstanding Shares to adopt the Merger Agreement (the “Requisite Stockholder Vote”) or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to a Board Election the Merger Agreement, the Subsidiary Merger or other Transactions is sought from sought, the Stockholder shall vote (or on behalf cause to be voted or provide written consent with respect to) the Subject Shares in favor of granting the Requisite Stockholder Vote. (2) The Stockholder hereby irrevocably grants to, and appoints, Nationwide and any individual designated in writing by Nationwide, and each of them individually, as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Subject Shares, or grant a consent or approval in respect of the Subject Shares in a manner consistent with this Section 3. The Stockholder understands and acknowledges that Nationwide is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(a)(2) is given in connection with the execution of the Merger Agreement and is therefore coupled with an interest. The Stockholder hereby further affirms that the irrevocable proxy may under no circumstances be revoked, as long as this Agreement remains in effect. Such irrevocable proxy is executed and intended to be irrevocable, as long as this Agreement remains in effect. The irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement in accordance with its terms. (b) At any meeting of stockholders of the CompanyCompany or at any postponement or adjournment thereof or in any other circumstances upon which the Stockholder’s vote, consent or other approval (including by written consent) is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares as instructed against and withhold consent with respect to (i) any merger agreement or merger (other than the Merger Agreement and the Mergers), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Pevowthe Company, (ii) any Alternative Transaction or Alternative Transaction Proposal, and (iii) any other action, agreement or transaction that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Stockholder contained in this Agreement or that would impede, interfere or be inconsistent with, delay, postpone, discourage or adversely affect the timely consummation of the Subsidiary Merger or any other Transaction. Any such vote The Stockholder shall be cast not commit or consent shall be given in accordance agree to take any action inconsistent with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consentforegoing. (bc) Except as otherwise provided in this Agreement, the Stockholder shall not (i) sell, transfer, exchange, pledge, assign, hypothecate, encumber, or tender or otherwise create a Lien on or dispose of (including by gift) (collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares, any economic interest therein, or any rights to acquire any securities or equity interests of the Company to any Person other than pursuant to the Merger Agreement or (ii) grant any proxies or enter into any voting trust or other agreement or arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares or any rights to acquire any securities or equity interests of the Company and shall not commit or agree to take any of the foregoing actions. As used in this Agreement, the term “Transfer,” shall also include any pledge, hypothecation, encumbrance, assignment or other disposition of such security or the record or beneficial ownership thereof, the offer to make a sale, transfer or other disposition, and each agreement, arrangement or understanding whether or not in writing, to effect any of the foregoing. (d) The Stockholder hereby appoints Pevow as consents to and approves the Stockholderactions taken by the Company Board in approving the Subsidiary Merger. The Stockholder hereby waives, and agrees not to exercise or assert, any appraisal or dissenter’s proxy and attorney-in-factrights in connection with the Subsidiary Merger. (e) The Stockholder hereby agrees that, with full power in the event (i) of substitution and resubstitutionany stock dividend, solely stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of the Company of, or affecting, the Subject Shares, (ii) that the Stockholder purchases or otherwise acquires beneficial ownership of or an interest in any shares of capital stock of the Company after the execution of this Agreement or (iii) that the Stockholder voluntarily acquires the right to vote or act by written consent prior to share in the termination voting of this Agreement with respect any shares of capital stock of the Company other than the Subject Shares in accordance with Section 2(a(collectively, the “New Shares”). This proxy is given to secure the performance of the duties of , the Stockholder under this Agreementshall deliver promptly to Nationwide written notice of its acquisition of New Shares which notice shall state the number of New Shares so acquired. The Stockholder shall take such further action agrees that any New Shares acquired or execute such other instruments as may be reasonably necessary to effectuate the intent of this proxy. The proxy and power of attorney granted pursuant to this Section 2(b) purchased by the Stockholder shall be irrevocable during subject to the term terms of this Agreement, shall be deemed to be coupled with an interest sufficient including the representations and warranties set forth in law to support an irrevocable proxy Section 1, and shall revoke any and all prior proxies granted constitute Subject Shares to the same extent as if those New Shares were owned by the Stockholder inconsistent with on the proxy hereby granted. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the dissolution or bankruptcy of the Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination date of this Agreement. The Stockholder represents that any proxies heretofore given in respect of the Stockholder’s Subject Shares are not irrevocable and that any such proxies are hereby revoked.

Covenants of the Stockholder. Until the termination of this Agreement in accordance with Section 35, the Stockholder Stockholder, in its capacity as such, agrees as follows: (a) At any meeting of stockholders of the Company called to vote upon the election of members of Merger and the board of directors of the Company (“Board Election”) Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to a Board Election the Merger and the Merger Agreement is sought from or on behalf of the stockholders of the Company, the Stockholder shall vote (or cause to be voted) the Subject Shares as instructed by Pevow(and each class thereof) in favor of the approval of the Merger and the approval and adoption of the Merger Agreement and each of the Transactions. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. The Stockholder agrees not to enter into any agreement or commitment with any person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3(a). (b) The Stockholder hereby appoints Pevow Txx Xxxxxxx and Pxxx Xxxxxxx, and each of them individually, as the Stockholder’s proxy and attorney-in-fact, with full power of substitution and resubstitution, solely to vote or act by written consent prior to the termination of this Agreement with respect the Subject Shares in accordance with Section 2(a3(a). This proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall promptly cause a copy of this Agreement to be deposited with the Company at its principal place of business. The Stockholder shall take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this proxy. The proxy and power of attorney granted pursuant to this Section 2(b3(b) by the Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by the Stockholder inconsistent with the proxy hereby granted. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the dissolution dissolution, bankruptcy, death or bankruptcy incapacity of the Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. . (c) Except as provided in Section 3(b), the Stockholder agrees not to, directly or indirectly, (i) sell, transfer, tender, pledge, encumber, assign or otherwise dispose of (collectively, a “Transfer”) or enter into any agreement, option or other arrangement with respect to, or consent, a Transfer of, any or all of the Subject Shares to any person, that is inconsistent with its obligations under this Agreement, or (ii) grant any proxies, deposit any Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any of the Subject Shares, in each case that is inconsistent with this Agreement. (d) The Stockholder hereby represents that it is not now engaged in discussions or negotiations with any proxies heretofore given party other than Parent with respect to any Acquisition Proposal. (e) At the request of Parent, the Stockholder shall use all reasonable commercial efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in respect doing, all things reasonably necessary, proper or advisable to carry out the intent and purposes of the Stockholder’s Subject Shares are not irrevocable and that any such proxies are hereby revokedthis Agreement.

Covenants of the Stockholder. Until the termination of this Agreement in accordance with Section 3, the Stockholder agrees as follows: (a) At The Stockholder agrees with, and covenants to TNFG and Buyer that it shall not (i) sell, give or otherwise transfer or assign the Shares or any meeting interest in the Shares owned by it, (ii) grant any proxy, power of stockholders of the Company called to vote upon the election of members of the board of directors of the Company (“Board Election”) or at any adjournment thereof or in any other circumstances upon which a vote, consent attorney or other approval (including by written consent) authorization in or with respect to such Shares, except for this Agreement, or (iii) deposit such Shares into a Board Election is sought from voting trust or on behalf enter into a voting agreement or arrangement with respect to such Shares, except for any arrangements which do not materially impair the ability of the stockholders of the Company, the Stockholder shall vote (or cause to be voted) the Subject Shares as instructed by Pevow. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consentperform its obligations under this Agreement. (b) The Stockholder hereby appoints Pevow as the Stockholder’s proxy agrees to use commercially reasonable efforts to take, or cause to be taken, all reasonably necessary actions, and attorney-in-factto do, with full power of substitution and resubstitutionor cause to be done all things reasonably necessary, solely to vote proper or act by written consent prior to the termination of advisable under this Agreement with respect to consummate the Subject Shares in accordance with Section 2(a). This proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this proxy. The proxy and power of attorney granted pursuant to this Section 2(b) transactions contemplated by the Stockholder shall be irrevocable during the term of this Agreement, shall be deemed including, without limitation, executing and delivering, or causing to be coupled with an interest sufficient in law to support an irrevocable proxy executed and shall revoke delivered (including by any and all prior proxies granted by the Stockholder inconsistent with the proxy hereby granted. The power record holder of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the dissolution or bankruptcy of the Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. The Stockholder represents that any proxies heretofore given in respect of the Stockholder’s Subject Shares), such additional or further consents, documents and other instruments, as TNFG or Buyer may reasonably request, for the purpose of effectively carrying out the transactions contemplated by this Agreement; provided that in connection therewith, the Stockholder shall not be obligated to enter into any agreement or assume any liability, or make any representation or warranty, not specifically contemplated in this Agreement or the Purchase Agreement. (c) Stockholder agrees with, and covenants that, (i) this Agreement and the obligations hereunder shall attach to Stockholder’s Shares are and shall be binding upon any person or entity to which legal or beneficial ownership shall pass, whether by operation of law or otherwise; and (ii) the Stockholder shall not irrevocable and request that TNFG register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of Stockholder’s Shares, unless such proxies are hereby revoked.transfer is made in compliance with this Agreement. TNFGTNFG