Common use of Covenants of the Stockholders Clause in Contracts

Covenants of the Stockholders. (a) Each Stockholder covenants and agrees that such Stockholder shall not, directly or indirectly, take any action that is intended, or would reasonably be expected, to materially interfere with, materially delay, or prevent the consummation of the Offer, the Merger or the other Transactions or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement. (b) From the date of this Agreement and until the termination of this Agreement, and without limiting any provision of the Merger Agreement in any respect, each Stockholder shall not: (i) continue any solicitation, knowing encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal; (ii) solicit, initiate or knowingly facilitate or knowingly encourage any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person (other than Parent, Purchaser or any of their Representatives) any non-public information in connection with or for the purpose of knowingly encouraging or knowingly facilitating, an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iv) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock into the Offer; or (v) support, recommend, endorse or approve any Acquisition Proposal or enter into any letter of intent, support agreement or similar commitment relating to or facilitating an Acquisition Proposal. The foregoing notwithstanding, nothing in this Agreement shall prohibit any Stockholder from taking any action that the Company or its Representatives are permitted to take under Section 6.3 of the Merger Agreement solely in such Stockholder’s capacity as a director or other Representative of the Company. (c) From the date of this Agreement and until the termination of this Agreement, if any Stockholder transfers, sells, assigns, pledges or otherwise disposes of any of such Stockholder’s Subject Shares (including, for the avoidance of doubt, any “Transfer” (as defined in the Company Certificate)) in each case that would not cause or result in the conversion of such Subject Shares into shares of Class A Common Stock pursuant to the Company Certificate, such Stockholder shall cause the transferee in any such transfer, sale, assignment, pledge or other disposition to execute and deliver a joinder to this Agreement in a form that is reasonably satisfactory to Parent and Purchaser pursuant to which such transferee agrees to be bound as a Stockholder hereunder. (d) Each Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law; provided, that reasonable notice of any disclosure required by applicable Law shall be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure.

Covenants of the Stockholders. Each Stockholder severally covenants and agrees as follows: (a) Each Stockholder covenants and agrees that At any meeting of the stockholders of the Company called to vote upon the Merger Agreement, the Merger or any other Transactions, or at any adjournment or postponement thereof, or in any other circumstances upon which a vote, consent, adoption or other approval (including by written consent solicitation) with respect to the Merger Agreement, the Merger or any other Transactions is sought, such Stockholder shall vote (or cause to be voted) all of the Original Shares of such Stockholder and any other Subject Shares then owned of record and beneficially by such Stockholder 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. (b) At any meeting of the stockholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent, adoption or other approval is sought, the Stockholder shall vote (or cause to be voted) all of the Original Shares of such Stockholder and any other Subject Shares then owned of record and beneficially by such Stockholder against, and shall not consent in writing to (and shall cause not to be consented in writing to), any of the following (or any agreement to enter into, effect, facilitate or support any of the following): (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”) or (ii) any amendment of the Company’s articles of incorporation, the Company’s by-laws or the Rights Agreement or other proposal, waiver, action or transaction involving the Company or any of its stockholders, which amendment or other proposal, waiver, action or transaction could reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other Transactions, dilute the benefits to Parent of the Merger and other Transactions or change in any manner the voting rights of the Company Common Stock (collectively, “Frustrating Transactions”). (c) Other than pursuant to this Agreement, such 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, or the creation or offer of any derivative security in respect of, any Subject Shares or Share Acquisition Rights, to or with 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 or Share Acquisition Rights, and shall not commit or agree to take any of the foregoing actions; provided that, the foregoing requirements shall not prohibit any Transfer under any Stockholder’s will or pursuant to the laws of descent and distribution or any such Transfer to an immediate family member or a family trust for the benefit of immediate family member(s), so long as, in each case, as a precondition to such Transfer the transferee: (x) executes a counterpart of this Agreement; and (y) agrees in writing to hold such Subject Shares or Share Acquisition Rights (or interest in such Subject Shares or Share Acquisition Rights) subject to all of the terms and provisions of this Agreement. Such Stockholder shall not, nor shall such Stockholder permit any entity under such Stockholder’s control to, deposit any Subject Shares in a voting trust. (d) To the extent reasonably requested by Parent and at Parent’s expense, such Stockholder shall use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Parent in doing, all things necessary to consummate, in the most expeditious manner practicable, the Transactions. Such Stockholder shall not commit or agree to take any action inconsistent with the Transactions. (e) Such Stockholder shall not, nor shall such Stockholder permit any of his, her or its affiliates to, nor shall such Stockholder authorize or permit any of its directors or officers to, and shall not authorize and shall use reasonable best efforts to cause the other employees and Representatives of the Stockholder or any of his, her or its affiliates not to, directly or indirectly, take any action that is intended, or would reasonably be expected, to materially interfere with, materially delay, or prevent the consummation of the Offer, the Merger or the other Transactions or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement. (b) From the date of this Agreement and until the termination of this Agreement, and without limiting any provision of the Merger Agreement in any respect, each Stockholder shall not: (i) continue any solicitation, knowing encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal; (ii) solicit, initiate initiate, encourage or knowingly otherwise facilitate or knowingly encourage (including by way of furnishing nonpublic information) any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected with respect to lead to, an Acquisition Proposal; Proposal or Frustrating Transaction, (ii) enter into any agreement with respect to any Acquisition Proposal or Frustrating Transaction or (iii) engage inenter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish otherwise cooperate in any way with, or assist or participate in any effort or attempt by any person with respect to any Person (other than Parent, Purchaser or any of their Representatives) any non-public information in connection with or for the purpose of knowingly encouraging or knowingly facilitating, an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iv) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock into the Offer; or (v) support, recommend, endorse or approve any Acquisition Proposal or enter into any letter Frustrating Transaction; provided, however, without limiting the generality of intent, support agreement or similar commitment relating to or facilitating an Acquisition Proposal. The foregoing notwithstandingSection 10(h) hereof, nothing in this Agreement Section 3(e) shall prohibit any prevent such Stockholder from taking any action that the Company in his or its Representatives are permitted to take under Section 6.3 of the Merger Agreement solely in such Stockholder’s her capacity as a director or executive officer of the Company from engaging in any activity permitted pursuant to Section 7.2 of the Merger Agreement or otherwise carrying out (after receiving advice from outside counsel) his or her fiduciary and other duties as a director or executive officer of the Company. Such Stockholder shall immediately (and in no event later than one day) advise Parent in writing of any request for information that such Stockholder reasonably believes could lead to an Acquisition Proposal or of any Acquisition Proposal, or any inquiry made to such Stockholder with respect to any Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry (including any subsequent amendment or other modification to such terms and conditions) and the identity of the person making any such request, Acquisition Proposal or inquiry. Such Stockholder shall promptly keep Parent informed in all material respects of the status and details (including amendments or proposed amendments) of any such request, Acquisition Proposal or inquiry. If a Stockholder is a natural person, all references to a Stockholder’s directors, officers or employees in this Section 3(e) shall not apply to such Stockholder. (f) Such Stockholder shall not, nor shall such Stockholder permit any of his, her or its affiliates to, nor shall such Stockholder authorize any Representative of the Company. (c) From Stockholder or any of his, her or its affiliates to, and such Stockholder shall use reasonable best efforts to cause his, her or its and his, her or its affiliates’ Representatives, directors, officers and employees not to, directly or indirectly, issue any press release or make any other public statement with respect to the date of this Agreement and until the termination of Merger Agreement, this Agreement, if the Merger or any Stockholder transfers, sells, assigns, pledges or otherwise disposes of any of such Stockholder’s Subject Shares (including, for the avoidance of doubt, any “Transfer” (as defined in the Company Certificate)) in each case that would not cause or result in the conversion of such Subject Shares into shares of Class A Common Stock pursuant to the Company Certificate, such Stockholder shall cause the transferee in any such transfer, sale, assignment, pledge or other disposition to execute and deliver a joinder to this Agreement in a form that is reasonably satisfactory to Parent and Purchaser pursuant to which such transferee agrees to be bound as a Stockholder hereunder. (d) Each Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby Transactions without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, except as may be required by applicable Law; provided. If a Stockholder is a natural person, that reasonable notice of all references to a Stockholder’s directors, officers or employees in this Section 3(f) shall not apply to such Stockholder. (g) Such Stockholder hereby waives any disclosure required by applicable Law shall be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent appraisal rights with respect to any and all shares of Company Common Stock owned (of record or beneficially) by such disclosure and otherwise cooperate Stockholder in connection with Parent in obtaining confidential treatment with respect to the Merger that such disclosureStockholder may have.

Covenants of the Stockholders. Each Stockholder hereby covenants and agrees that: (a) Each Stockholder covenants and agrees that Except as expressly contemplated hereby, during the Proxy Term such Stockholder shall notnot sell, directly transfer, pledge, encumber, assign, distribute, hypothecate, tender or indirectlyotherwise dispose of, including by way of merger, consolidation, share exchange or similar transaction, whether voluntarily or by operation of law (collectively, a “Transfer”), or enforce the provisions of any redemption, share purchase or sale, recapitalization or other agreement with the Company or any other person or enter into any contract, option or other arrangement or understanding with respect to any Transfer (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of, any of the Existing Shares beneficially owned by such Stockholder, any Shares acquired by such Stockholder after the date hereof, any securities exercisable or exchangeable for or convertible into shares of Common Stock, any other capital stock of the Company or any interest in any of the foregoing with any person; provided, however, (i) such Stockholder may Transfer any of its Shares to any person so long as the transferee agrees, in form and substance satisfactory to Sprint, to be bound by and subject to the terms and conditions of this Agreement with respect to such Shares owned by such transferee and (ii) the restrictions set forth in this Section 9(a) shall not apply to the Schedule A Shares. (b) In case of a stock dividend or distribution, or any change in Common Stock by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, the term “Shares” shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Shares may be changed or exchanged or that are received in such transaction. (c) Until the expiration of the Proxy Term, such Stockholder shall notify Sprint promptly (and in any event within one business day) in writing of the number of any additional Shares acquired by such Stockholder, if any, after the date hereof. (d) Such Stockholder will not take any action or permit any action to be taken that is intendedwould have the effect of preventing, disabling or would reasonably be expected, to materially interfere with, materially delay, or prevent the consummation of the Offer, the Merger or the other Transactions or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any delaying such Stockholder of from performing its obligations under this Agreement. (b) From . Without limiting the date of this Agreement and foregoing, such Stockholder agrees that, until the termination of this Agreement, and without limiting any provision expiration of the Merger Agreement in any respectProxy Term, each subject to the provisions of Section 10(r), neither such Stockholder shall not: (i) continue any solicitation, knowing encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal; (ii) solicit, initiate or knowingly facilitate or knowingly encourage any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person (other than Parent, Purchaser or any of their Representatives) any non-public information in connection with or for the purpose of knowingly encouraging or knowingly facilitating, an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iv) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock into the Offer; or (v) support, recommend, endorse or approve any Acquisition Proposal or enter into any letter of intent, support agreement or similar commitment relating to or facilitating an Acquisition Proposal. The foregoing notwithstanding, nothing in this Agreement shall prohibit any Stockholder from taking any action that the Company or its Representatives are permitted to take under Section 6.3 of the Merger Agreement solely in such Stockholder’s capacity as a director or other Representative of the Company. (c) From the date of this Agreement and until the termination of this Agreement, if any Stockholder transfers, sells, assigns, pledges or otherwise disposes of nor any of such Stockholder’s Subject Shares representatives or agents shall (including, for the avoidance of doubt, any “Transfer” (as defined in the Company Certificate)i) in each case that would not cause or result in the conversion of such Subject Shares into shares of Class A Common Stock pursuant to the Company Certificate, such Stockholder shall cause the transferee engage in any such transfer, sale, assignment, pledge conduct described in Section 5.9(b)(i) or other disposition to execute and deliver a joinder to this Agreement in a form that is reasonably satisfactory to Parent and Purchaser pursuant to which such transferee agrees to be bound as a Stockholder hereunder. (d5.9(b)(ii) Each Stockholder shall not make any public announcement regarding this of the Merger Agreement or (ii) exercise or attempt to exercise any rights under Section 262 of the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law; provided, that reasonable notice of any disclosure required by applicable Law shall be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent DGCL with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosurethe Merger.

Covenants of the Stockholders. (a) Each Stockholder covenants and agrees agrees, severally and not jointly, solely with respect to itself, as follows: (a) (i) Throughout the term of this Agreement, at any meeting of the stockholders of the Company or GCI, however called, to vote upon the Stockholder Approval Matters, or at any postponement or adjournment thereof (each such meeting, an “Approval Meeting”), such Stockholder shall (A) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (B) vote (or cause to be voted, whether by the record owner or otherwise) all of such Stockholder’s Subject Shares: (1) in favor of the Stockholder Approval Matters and (2) in favor of any proposal to adjourn an Approval Meeting to solicit additional proxies in favor of the approval of the Stockholder Approval Matters; provided, however, if the Company shall have made a Liberty Adverse Recommendation Change solely in response to a Superior Liberty Ventures Proposal in accordance with the terms of the Reorganization Agreement, the Stockholders shall be released from their obligations pursuant to this Section 4(a)(i) with respect to any meeting of stockholders of the Company called to vote upon the matters included in clause (x) of the definition of “Stockholder Approval Matters”. (ii) Throughout the term of this Agreement, at any meeting of the stockholders of the Company or at any postponement or adjournment thereof or in any other circumstances upon which a vote, adoption or other approval is sought, such Stockholder shall (A) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (B) vote (or cause to be voted, whether by the record owner or otherwise) all of such Stockholder’s Subject Shares against (i) any Alternative Liberty Ventures Proposal and (ii) any action, proposal, agreement or transaction (which, for the avoidance of doubt, includes any proposed amendment to the Company’s restated certificate of incorporation) that is intended to, or could reasonably be expected to, impair, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or otherwise adversely affect (in any material respect) the approval of the Stockholder Approval Matters or the consummation of the transactions contemplated by the Reorganization Agreement or the Reincorporation Merger; provided, however, if the Company shall have made a Liberty Adverse Recommendation Change solely in response to a Superior Liberty Ventures Proposal in accordance with the terms of the Reorganization Agreement, the Stockholders shall be released from their obligations pursuant to this Section 4(a)(ii) with respect to any meeting of stockholders of the Company. Throughout the term of this Agreement, such Stockholder shall not make any public statements that are inconsistent with its support of the Stockholder Approval Matters or publicly propose to do any anything inconsistent with its obligations hereunder. (b) Throughout the term of this Agreement, such Stockholder shall not (i) sell or dispose or transfer Beneficial Ownership of any Subject Shares, or the voting rights with respect thereto (including by way of tendering Subject Shares into a tender or exchange offer or by conversion of Subject Shares), (ii) grant any proxies or powers of attorney with respect to the Subject Shares, deposit any Subject Shares into a voting trust (other than where the Stockholder continues to have power to vote the Subject Shares) or enter into a voting contract with respect to any Subject Shares, including with respect to any vote on the approval of the Stockholder Approval Matters (other than executing a proxy to vote in favor of the Stockholder Approval Matters in accordance with, and to give effect to, the terms of this Agreement); or (iii) commit or agree to take any of the actions in clauses (i) or (ii); provided, that such Stockholder may sell, dispose of, pledge or transfer any Subject Shares pursuant to (1) the terms of the Call Agreement or (2) any sale, transfer, contract or other disposition (which, for the avoidance of doubt, excludes any conversion) to an acquiror or pledgor, as applicable, that agrees (in writing, pursuant to a joinder agreement or other instrument, reasonably acceptable to and in favor of each of the Company and GCI) to take such Subject Shares subject to the transferor’s obligations under this Agreement (a “Permitted Transferee”), including, for the avoidance of doubt, another Stockholder; provided, further, that the death of any Stockholder who is an individual person shall itself not be a sale, transfer or disposition of any Subject Shares prohibited by this Section 4(b) as long as (A) another Stockholder, a Permitted Transferee or the Stockholder’s estate continues to own such Subject Shares and agrees to perform such Stockholder’s obligations hereunder or (B) any sale, transfer, or disposition of Subject Shares occurs pursuant to the terms of the Call Agreement. Any attempted sale, disposal or transfer of Subject Shares or any interest therein in violation of this Section 4 shall be null and void, and the Company shall refuse to record such attempted sale, disposal or transfer in its books and records. (c) If any involuntary sale, disposal or transfer of any of the Subject Shares shall occur (including a sale by a Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale, but excluding a transfer pursuant to the Call Agreement), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall, to the fullest extent permitted by applicable Law, take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the valid termination of this Agreement. (d) Throughout the term of this Agreement, such Stockholder will not, and will not permit any Person under such Stockholder’s control, to solicit proxies, or to seek votes, consents or approvals, that are contrary to any of the matters specified in Section 4(a). (e) 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 that results in such Stockholder acquiring Beneficial Ownership and the right to vote, or direct the voting, of any additional shares of Company Series B Ventures Stock, or (ii) that such Stockholder otherwise acquires Beneficial Ownership and the right to vote, or direct the voting, of any shares of Company Series B Ventures Stock, in each case after the execution of this Agreement (including by conversion, operation of Law or otherwise) (collectively, the “New Shares”): (A) such New Shares shall constitute Subject Shares and be subject to the applicable terms of this Agreement, including all covenants, agreements, and obligations set forth herein; and (B) such Stockholder shall ensure that the representations and warranties set forth in Sections 1(a) and 1(b) above shall be true and correct in respect of such New Shares as if they were Original Shares (other than the fact that such New Shares will not be set forth on Schedule A). (f) For the avoidance of doubt, (i) other than as expressly contemplated by Section 4, nothing in this Agreement shall be deemed to require such Stockholder to vote in favor of, or to prohibit such Stockholder from taking any action that adversely affects, any other proposal submitted for the approval of the stockholders of the Company or GCI and (ii) other than with respect to the Subject Shares, nothing in this Agreement shall be deemed to (x) require such Stockholder to vote or refrain from voting any other shares of voting stock of the Company or GCI Beneficially Owned by such Stockholder in any manner or (y) sell, transfer or otherwise dispose of any other shares of common stock of the Company or GCI. (g) Each Stockholder shall not, nor shall it authorize or permit any of its controlled Affiliates or any of its or their respective directors, officers or employees, as applicable, or any of its or their respective financial advisors, legal counsel, financing sources, accountants or other advisors, agents or representatives (collectively, “Representatives”) to, directly or indirectly, take any action that is intended, or would reasonably be expected, to materially interfere with, materially delay, or prevent the consummation of the Offer, the Merger or the other Transactions or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement. (b) From the date of this Agreement and until the termination of this Agreement, and without limiting any provision of the Merger Agreement in any respect, each Stockholder shall not: (i) continue any solicitation, knowing encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal; (ii) solicit, initiate or knowingly facilitate (including by way of furnishing information), induce or knowingly encourage any inquiries regarding, or the making of any proposal or offer (including any proposal or offer to the Liberty Ventures Stockholders) that constitutes, constitutes or would reasonably be expected to lead toto an Alternative Liberty Ventures Transaction Proposal, an Acquisition Proposal; or (iiiii) engage inenter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person (other than Parentany information with respect to, Purchaser or cooperate in any of their Representatives) any non-public information in connection with or for the purpose of knowingly encouraging or knowingly facilitating, an Acquisition Proposal or any proposal or offer way that would otherwise reasonably be expected to lead to, any Alternative Liberty Ventures Transaction Proposal. Each Stockholder shall, and shall cause its controlled Affiliates and its and their respective Representatives to, immediately cease and cause to an Acquisition Proposal; be terminated any and all existing activities, discussions or negotiations with any Person with respect to any Alternative Liberty Ventures Transaction Proposal and will enforce and will not waive any provisions of, any confidentiality or standstill agreement (ivor any similar agreement) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock into which the Offer; or (v) support, recommend, endorse or approve any Acquisition Proposal or enter into any letter of intent, support agreement or similar commitment Stockholder is a party relating to any such Alternative Liberty Ventures Transaction Proposal, and will promptly request each Person that has heretofore executed a confidentiality agreement with such Stockholder in connection with its consideration of any Alternative Liberty Ventures Transaction Proposal to return or facilitating an Acquisition Proposal. The foregoing notwithstanding, nothing in destroy all confidential information furnished prior to the execution of this Agreement shall prohibit any Stockholder from taking any action that to or for the benefit of such Person by or on behalf of the Company or any of its Representatives are Subsidiaries. Notwithstanding the foregoing, in the event the Company is permitted to take under the actions set forth in Section 6.3 5.3(b)(i) and (ii) of the Merger Agreement solely Reorganization Agreement, Xxxx X. Xxxxxx (“Xxxxxx”) shall be released from the restrictions set forth in such Stockholder’s capacity as a director or other Representative clause (ii) of the Company. (c) From the date first sentence of this Agreement and until the termination of this Agreement, if any Stockholder transfers, sells, assigns, pledges or otherwise disposes of any of such Stockholder’s Subject Shares (including, for the avoidance of doubt, any “Transfer” (as defined in the Company CertificateSection 4(g)) in each case that would not cause or result in the conversion of such Subject Shares into shares of Class A Common Stock pursuant to the Company Certificate, such Stockholder shall cause the transferee in any such transfer, sale, assignment, pledge or other disposition to execute and deliver a joinder to this Agreement in a form that is reasonably satisfactory to Parent and Purchaser pursuant to which such transferee agrees to be bound as a Stockholder hereunder. (d) Each Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law; provided, that reasonable notice of any disclosure required by applicable Law shall be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure.

Covenants of the Stockholders. (a) Each Stockholder covenants and agrees that such Stockholder shall notseverally and not jointly as follows: (a) Prior to the Expiration Date, directly or indirectly, take at any action that is intended, or would reasonably be expected, to materially interfere with, materially delay, or prevent the consummation meeting of the Offerstockholders of the Company, and at any adjournment or postponement thereof, called to seek the Stockholder Approval or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger Agreement, the Merger or the any other Transactions or this Agreement or the performance transaction contemplated by the Company of its obligations under the Merger Agreement is sought, each Stockholder shall, including by executing a written consent solicitation if requested by Parent, vote (or cause to be voted), in person or by proxy, the Subject Shares in favor of (i) granting the Stockholder Approval and (ii) any Stockholder proposal to adjourn any meeting of its obligations under this Agreementthe stockholders of the Company which Parent supports. (b) From Prior to the date Expiration Date, at any meeting of this stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholders’ vote, consent or other approval is sought, each Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and until the termination Merger), share exchange, consolidation, combination, dual listed structure, sale of this Agreementsubstantial assets, issuance of securities, reorganization, recapitalization, dissolution, liquidation, winding up or other extraordinary transaction of or by the Company, (ii) any Acquisition Proposal or Superior Proposal and without limiting (iii) any amendment of the Company’s certificate of incorporation or the Company’s by-laws or other proposal or transaction involving the Company or any subsidiary of the Company, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any provision of the Merger Agreement or any other agreement contemplated by the Merger Agreement, the Merger or any other transaction contemplated by the Merger Agreement or change in any respectmanner the voting rights of any class of capital stock of the Company. Each Stockholder shall not commit or agree to take any action inconsistent with the foregoing. (c) Each Stockholder hereby irrevocably grants to, and appoints, Parent, and any individual designated in writing by Parent, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such 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 4. Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholders’ execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4(c) is given in consideration of the execution of the Merger Agreement by Parent and Merger Sub, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each 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 intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. The irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement. With respect to the proxy granted hereunder by each Stockholder, Parent agrees not to exercise the proxy of such Stockholder if such Stockholder complies with his, her or its obligations in this Agreement. (d) Between the date hereof and the date immediately following the date of the Stockholders Meeting (the “Termination Date”), other than as set forth on Schedule B, each Stockholder shall not: not (i) continue sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into any solicitationcontract, knowing encouragementoption, agreement, understanding or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any of such Stockholder’s Subject Shares to any person, (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any of such Stockholder’s Subject Shares or (iii) commit or agree to take any of the foregoing actions. (e) Each Stockholder shall not engage, nor shall it authorize or permit any investment banker, attorney, accountant or other representative or agent (collectively, the “Stockholder Representatives”) of such Stockholder to engage, directly or indirectly, in any activity that would be prohibited pursuant to Section 5.09(a) of the Merger Agreement. Notwithstanding anything to the contrary in this Agreement, if the Company, in compliance with the provisions of Section 5.09 of the Merger Agreement, has provided information to or entered into discussions or negotiations with, any Person in response to an Acquisition Proposal made by such Person, then each Stockholder and his or its Stockholder Representatives may provide information to and engage in discussions or negotiations with any Persons that may be ongoing with respect such Person as to an Acquisition Proposal; (ii) solicit, initiate or knowingly facilitate or knowingly encourage any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person (other than Parent, Purchaser or any of their Representatives) any non-public information in connection with or for the purpose of knowingly encouraging or knowingly facilitating, an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iv) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock into the Offer; or (v) support, recommend, endorse or approve any Acquisition Proposal or enter into any letter of intent, support agreement or similar commitment relating to or facilitating an Acquisition Proposal. The foregoing notwithstanding, nothing in this Agreement shall prohibit any Stockholder from taking any action that extent the Company or and its subsidiaries and their respective officers and directors and the Company Representatives are permitted to take under do so pursuant to the terms of Section 6.3 5.09 of the Merger Agreement, but only if instructed by the Company Board to provide such information or engage in such discussion or negotiation. (f) Each Stockholder shall not issue any press release or make any other public statement with respect to the Merger or any other transaction contemplated by the Merger Agreement without the prior consent of Parent, except as may be required by Law. (g) Each Stockholder hereby waives, and agrees not to exercise or assent, any appraisal rights under Section 262 of the DGCL in connection with the Merger. (h) Notwithstanding anything in this Agreement to the contrary, each Stockholder which is an individual shall not be limited or restricted in any way from acting in such Stockholder’s fiduciary capacity as a director or officer of the Company, to the extent applicable, in order for such Stockholder to comply with such Stockholder’s fiduciary duties as a director or officer of the Company. In addition, notwithstanding anything in this Agreement to the contrary, each Stockholder shall not be limited or restricted in any way from voting in such Stockholder’s sole discretion on any matter other than the matters referred to in Sections 4(a) and (b) hereof. The parties acknowledge that this Agreement shall apply to each such Stockholder solely in such Stockholder’s capacity as a stockholder of the Company and that each such Stockholder makes no agreement or understanding herein in his capacity as a director or other Representative officer of the Company. (c) From the date of this Agreement and until the termination of this Agreement, if any Stockholder transfers, sells, assigns, pledges or otherwise disposes of any of such Stockholder’s Subject Shares (including, for the avoidance of doubt, any “Transfer” (as defined in the Company Certificate)) in each case that would not cause or result in the conversion of such Subject Shares into shares of Class A Common Stock pursuant to the Company Certificate, such Stockholder shall cause the transferee in any such transfer, sale, assignment, pledge or other disposition to execute and deliver a joinder to this Agreement in a form that is reasonably satisfactory to Parent and Purchaser pursuant to which such transferee agrees to be bound as a Stockholder hereunder. (d) Each Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law; provided, that reasonable notice of any disclosure required by applicable Law shall be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure.

Covenants of the Stockholders. Each Stockholder, severally and not jointly, agrees as follows: (a) Each Stockholder covenants and agrees that such The Stockholder shall not, directly except as contemplated by the terms of this Agreement, (i) sell, transfer, pledge, assign or indirectlyotherwise dispose of, or enter into any Contract, option or other arrangement (including any profit sharing arrangement) or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, the Shares to any person other than Purchaser or Purchaser's designee, (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or otherwise, with respect to the Shares or (iii) take any other action that is intendedwould in any way restrict, limit or would reasonably be expected, to materially interfere with, materially delay, or prevent the consummation of the Offer, the Merger or the other Transactions or this Agreement or with the performance by the Company of its obligations under hereunder or the Merger Agreement or by any Stockholder of its obligations under this Agreementtransactions contemplated hereby. (b) From the date of this Agreement and Subject to Section 11 hereof, until the termination of this Agreement, and without limiting any provision of Merger is consummated or the Merger Agreement in any respectis terminated, each the Stockholder shall not: , nor shall the Stockholder permit any investment banker, financial adviser, attorney, accountant or other representative or agent of the Stockholder to, directly or indirectly (i) continue any solicitation, knowing encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal; (ii) solicit, initiate or knowingly facilitate encourage (including by way of furnishing information), or knowingly encourage take any other action designed or reasonably likely to facilitate, any inquiries regarding, or the making of any proposal or offer that which constitutes, or would may reasonably be expected to lead to, an any Acquisition Proposal; Proposal (iiias defined in the Merger Agreement) engage in, continue or otherwise (ii) participate in any discussions or negotiations regarding, or furnish to regarding any Person (other than Parent, Purchaser or any of their Representatives) any non-public information in connection with or for the purpose of knowingly encouraging or knowingly facilitating, an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iv) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock into the Offer; or (v) support, recommend, endorse or approve any Acquisition Proposal or enter into any letter of intent, support agreement or similar commitment relating to or facilitating an Acquisition Proposal. The foregoing notwithstandingWithout limiting the foregoing, nothing in this Agreement shall prohibit it is understood that any Stockholder from taking any action that the Company or its Representatives are permitted to take under Section 6.3 violation of the Merger Agreement solely restrictions set forth in such Stockholder’s capacity as a director the preceding sentence by an investment banker, financial advisor, attorney, accountant or other Representative representative or agent of the CompanyStockholder shall be deemed to be a violation of this Section 4(b) by the Stockholder. (c) From the date At any meeting of this Agreement and until the termination stockholders of this Agreement, if any Stockholder transfers, sells, assigns, pledges or otherwise disposes of any of such Stockholder’s Subject Shares (including, for the avoidance of doubt, any “Transfer” (as defined in the Company Certificate)) in each case that would not cause called to vote upon the Merger and the Merger Agreement or result in the conversion of such Subject Shares into shares of Class A Common Stock pursuant to the Company Certificate, such Stockholder shall cause the transferee at any adjournment thereof or in any such transferother circumstances upon which a vote, sale, assignment, pledge consent or other disposition to execute and deliver a joinder to this Agreement in a form that is reasonably satisfactory to Parent and Purchaser pursuant to which such transferee agrees to be bound as a Stockholder hereunder. approval (dincluding by written consent) Each Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law; provided, that reasonable notice of any disclosure required by applicable Law shall be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure the Merger and otherwise cooperate with Parent the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Stockholder's Shares in obtaining confidential treatment with respect favor of the Merger, the adoption by the Company of the Merger Agreement and the approval of the other transactions contemplated by the Merger Agreement. 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 such disclosurebe voted) the Stockholder's Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Acquisition Proposal (collectively, "Alternative Transactions") or (ii) any amendment of the Company's certificate of incorporation or bylaws or other proposal or transaction involving the Company or any of its subsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Offer, the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement (collectively, "Frustrating Transactions").

Covenants of the Stockholders. Each Stockholder, severally and not jointly, agrees as follows: (a) Each Stockholder covenants and agrees that such Stockholder shall not, directly except as contemplated by the terms of this Agreement, (i) sell, transfer, pledge, assign or indirectlyotherwise dispose of, or enter into any agreement, option or other arrangement (including any profit sharing arrangement) or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, the Securities to any person other than Parent or Parent's designee, (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power-of- attorney or otherwise, with respect to the Securities or (iii) take any other action that is intendedwould in any way restrict, limit or would reasonably be expected, to materially interfere with, materially delay, or prevent the consummation of the Offer, the Merger or the other Transactions or this Agreement or with the performance by the Company of its obligations under hereunder or the Merger Agreement or by transactions contemplated hereby; provided, however, that any Stockholder that is an individual may transfer all or any part of its obligations under his or her Securities to any sibling or any other member of his or her immediate family, any of his or her lineal descendants or any trust for the benefit of any of them, if the recipient of the Securities agrees in advance in writing delivered to Parent to be bound by this Agreement. (b) From Until the date of this Agreement and until the termination of this Agreement, and without limiting any provision of Merger is consummated or the Merger Agreement in any respectis terminated, each the Stockholder shall not: , nor shall the Stockholder permit any investment banker, financial adviser, attorney, accountant or other representative or agent acting on behalf of or at the direction of the Stockholder (a "Stockholder Representative") to, directly or indirectly (i) continue any solicitation, knowing encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal; (ii) solicit, initiate or knowingly facilitate encourage (including by way of furnishing information), or knowingly encourage take any other action designed or reasonably likely to facilitate, any inquiries regarding, or the making of any proposal or offer that which constitutes, or would may reasonably be expected to lead to, an Acquisition Proposal; any Takeover Proposal (iiias defined in the Merger Agreement) engage in, continue or otherwise (ii) participate in any discussions or negotiations regarding, or furnish to regarding any Person (other than Parent, Purchaser or any of their Representatives) any non-public information in connection with or for the purpose of knowingly encouraging or knowingly facilitating, an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iv) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock into the Offer; or (v) support, recommend, endorse or approve any Acquisition Proposal or enter into any letter of intent, support agreement or similar commitment relating to or facilitating an Acquisition Takeover Proposal. The foregoing notwithstandingWithout limiting the foregoing, nothing in this Agreement shall prohibit it is understood that any Stockholder from taking any action that the Company or its Representatives are permitted to take under Section 6.3 violation of the Merger Agreement solely restrictions set forth in such the preceding sentence by a Stockholder Representative shall be deemed to be a violation of this Section 1(b) by the Stockholder’s capacity as a director or other Representative of the Company. (c) From At any meeting of stockholders of the date Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement is sought from the stockholders of this the Company, each Stockholder shall, including by initiating a written consent solicitation if requested by Parent, vote (or cause to be voted) such Stockholder's Securities in favor of approving the Merger, the adoption of the Merger Agreement and until the termination approval of this Agreement, if any Stockholder transfers, sells, assigns, pledges or otherwise disposes the other transactions contemplated by the Merger Agreement and the calling of a special meeting of the stockholders of the Company to consider any of the foregoing. 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, such Stockholder shall vote (or cause to be voted) such Stockholder’s Subject Shares 's Securities against (includingi) any merger agreement or merger (other than the Merger Agreement and the Merger), for consolidation, combination, sale or license of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the avoidance of doubt, Company or any “Transfer” other Takeover Proposal (as defined in the Merger Agreement) (collectively, "Alternative Transactions"), or (ii) any amendment of the Company's Certificate of Incorporation or by-laws or other proposal or transaction involving the Company Certificate)) or any of its subsidiaries or any motion at a meeting of stockholders of the Company, which amendment or other proposal or transaction or motion would in each case that would not cause any manner impede, frustrate, prevent or result in nullify, the conversion Merger, the Merger Agreement or any of such Subject Shares into shares of Class A Common Stock pursuant the other transactions contemplated by the Merger Agreement including any consent to the Company Certificate, such Stockholder shall cause the transferee in any such transfer, sale, assignment, pledge or other disposition to execute and deliver a joinder to this Agreement in a form that is reasonably satisfactory to Parent and Purchaser pursuant to which such transferee agrees to be bound as a Stockholder hereunder. (d) Each Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law; provided, that reasonable notice treatment of any disclosure required by applicable Law shall be provided to ParentSecurities in or in connection with such transaction (collectively, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure"Frustrating Transactions").

Covenants of the Stockholders. Each Stockholder hereby covenants and agrees with Ameritrade that, until this Agreement terminates: (a) Each Stockholder covenants Except for pledges in existence as of the date hereof, and agrees that except as contemplated by the terms of this Agreement and the Stockholders Agreement, such Stockholder shall not, and shall cause its controlled Affiliates not to, (i) directly or indirectlyindirectly sell, transfer, tender, pledge, encumber, assign or otherwise dispose of (collectively, a "Transfer"), or enter into any contract, option or other agreement with respect to, or consent to, a Transfer of, any or all of the Subject Shares; provided, however, that, with the consent of Ameritrade (which consent shall not be unreasonably withheld), such Stockholder may pledge or encumber any Subject Shares so long as such pledge or encumbrance would not impair such Stockholder's ability to perform its obligations under this Agreement; or (ii) take any action that is intendedwould have the effect of preventing, impeding, interfering with or would reasonably be expected, adversely affecting its ability to materially interfere with, materially delay, or prevent the consummation of the Offer, the Merger or the other Transactions or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of perform its obligations under this Agreement. (b) From In the date event of this Agreement and until a stock dividend or distribution, or any change in the termination of this Agreement, and without limiting any provision capital stock of the Merger Agreement in Company by reason of any respectstock dividend or distribution, each Stockholder split-up, recapitalization, combination, exchange of shares or the like (excluding the Merger), the term "Subject Shares" shall not: (i) continue be deemed to refer to and include the Subject Shares as well as all such stock dividends and distributions and any solicitation, knowing encouragement, discussions securities of the Company into which or negotiations with for which any Persons that or all of the Subject Shares may be ongoing with respect to an Acquisition Proposal; (ii) solicit, initiate changed or knowingly facilitate exchanged or knowingly encourage any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person (other than Parent, Purchaser or any of their Representatives) any non-public information in connection with or for the purpose of knowingly encouraging or knowingly facilitating, an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iv) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock into the Offer; or (v) support, recommend, endorse or approve any Acquisition Proposal or enter into any letter of intent, support agreement or similar commitment relating to or facilitating an Acquisition Proposal. The foregoing notwithstanding, nothing in this Agreement shall prohibit any Stockholder from taking any action that the Company or its Representatives which are permitted to take under Section 6.3 of the Merger Agreement solely received in such Stockholder’s capacity as a director or other Representative of the Companytransaction. (c) From the date of this Agreement and until the termination of this AgreementSuch Stockholder shall not, if nor shall such Stockholder permit any Stockholder transfers, sells, assigns, pledges or otherwise disposes of any controlled Affiliate of such Stockholder’s Subject Shares (includingStockholder to, for nor shall such Stockholder act in concert with or permit any controlled Affiliate to act in concert with any Person to, deposit any Securities in a voting trust or subject any Securities to any arrangement or agreement with any Person with respect to the avoidance of doubt, any “Transfer” (as defined in the Company Certificate)) in each case that would not cause or result in the conversion voting of such Subject Shares into shares of Class A Common Stock pursuant to the Company CertificateSecurities, such Stockholder shall cause the transferee in any such transfer, sale, assignment, pledge or other disposition to execute and deliver a joinder to this Agreement in a form that is reasonably satisfactory to Parent and Purchaser pursuant to which such transferee agrees to be bound except as a Stockholder hereunder. (d) Each Stockholder shall not make any public announcement regarding expressly provided by this Agreement or the transactions contemplated hereby without Stockholders Agreement or as in existence as of the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law; provided, that reasonable notice of any disclosure required by applicable Law shall be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosuredate hereof.

Covenants of the Stockholders. (a) Each Stockholder covenants and severally agrees not to: (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement with respect to the sale, transfer, pledge, assignment or other disposition of, any of the Shares to any person other than the Purchaser or the Purchaser's designee; provided, however, that (x) a Stockholder may transfer its Shares to a charitable organization, provided that such charitable organization agrees to be bound by the terms and provisions of this Agreement applicable to such Stockholder and (y) the Xxxxxxxxxx-Xxxxxx Manufacturing Company ("Xxxxxxxxxx-Xxxxxx") may transfer its Shares to a wholly-owned subsidiary of Xxxxxxxxxx-Xxxxxx, provided that such subsidiary agrees to be bound by the terms and provisions of this Agreement applicable to Xxxxxxxxxx-Xxxxxx and, provided, further, in the case of clauses (x) and (y) above the transferring Stockholder shall notcontinue to be bound by the terms and provisions of this Agreement; (ii) deposit any Shares into a voting trust or grant a proxy or enter into a voting agreement with respect to any Shares except as provided in this Agreement; or (iii) solicit, directly facilitate, initiate, encourage or indirectly, take any other action that is intendedto facilitate (including by way of furnishing information) any Acquisition Proposal (as defined in the Merger Agreement), the acquisition of any shares of Company Common Stock or would reasonably be expected, to materially interfere with, materially delay, the acquisition of all or prevent substantially all the consummation assets of the OfferCompany by any person other than Parent or the Purchaser, except in connection with any actions permitted under Section 5.2 of the Merger or the other Transactions or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement. (b) From Each Stockholder agrees to notify the date of this Agreement Purchaser promptly and until to provide all details requested by the termination of this Agreement, and without limiting any provision of the Merger Agreement in any respect, each Purchaser if such Stockholder shall not: (i) continue be approached or solicited, directly or indirectly, by any solicitation, knowing encouragement, discussions or negotiations with any Persons that may be ongoing person with respect to an Acquisition Proposal; (ii) solicit, initiate or knowingly facilitate or knowingly encourage any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (iii) engage in, continue or otherwise participate matter described in any discussions or negotiations regarding, or furnish to any Person (other than Parent, Purchaser or any of their Representatives) any non-public information in connection with or for the purpose of knowingly encouraging or knowingly facilitating, an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iv) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock into the Offer; or (v) support, recommend, endorse or approve any Acquisition Proposal or enter into any letter of intent, support agreement or similar commitment relating to or facilitating an Acquisition Proposal. The foregoing notwithstanding, nothing in this Agreement shall prohibit any Stockholder from taking any action that the Company or its Representatives are permitted to take under Section 6.3 of the Merger Agreement solely in such Stockholder’s capacity as a director or other Representative of the Company4(a)(iii). (c) From Each Stockholder agrees that at any annual or special meeting of the date stockholders of this Agreement and until the termination of this Agreement, if any Stockholder transfers, sells, assigns, pledges or otherwise disposes of any of such Stockholder’s Subject Shares (including, for the avoidance of doubt, any “Transfer” (as defined in the Company Certificate)) and in each case that would not cause or result in any action by written consent of the conversion stockholders of such Subject Shares into shares of Class A Common Stock pursuant to the Company CertificateCompany, such Stockholder shall cause will (i) vote the transferee Shares in favor of the Merger and the Merger Agreement and (ii) vote the Shares against any such transfer, sale, assignment, pledge action or other disposition to execute and deliver a joinder to this Agreement agreement which could result in a form that is reasonably satisfactory to Parent and Purchaser pursuant to which such transferee agrees to be bound as a Stockholder hereunder. (d) Each Stockholder shall not make breach of any public announcement regarding this representation, warranty or covenant of the Company in the Merger Agreement or which could otherwise impede, delay, prevent, interfere with or discourage the transactions contemplated hereby Offer or the Merger including, without the prior written consent of Parent (such consent not to be unreasonably withheldlimitation, conditioned or delayed), except as may be required by applicable Law; provided, that reasonable notice of any disclosure required by applicable Law shall be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosureAcquisition Proposal.

Covenants of the Stockholders. Each Stockholder hereby covenants and agrees that: (a) Each Stockholder covenants and agrees that Except as expressly contemplated hereby, during the Proxy Term such Stockholder shall notnot sell, directly transfer, pledge, encumber, assign, distribute, hypothecate, tender or indirectlyotherwise dispose of, including by way of merger, consolidation, share exchange or similar transaction, whether voluntarily or by operation of law (collectively, a “Transfer”), or enforce the provisions of any redemption, share purchase or sale, recapitalization or other agreement with the Company or any other person or enter into any contract, option or other arrangement or understanding with respect to any Transfer (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of, any of the Existing Shares beneficially owned by such Stockholder, any Shares acquired by such Stockholder after the date hereof, any securities exercisable or exchangeable for or convertible into shares of Common Stock, any other capital stock of the Company or any interest in any of the foregoing with any person; provided, however, (i) such Stockholder may Transfer any of its Shares to any person so long as the transferee agrees, in form and substance satisfactory to Sprint, to be bound by and subject to the terms and conditions of this Agreement with respect to such Shares owned by such transferee and (ii) the restrictions set forth in this Section 8(a) shall not apply to the Schedule A Shares. (b) In case of a stock dividend or distribution, or any change in Common Stock by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, the term “Shares” shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Shares may be changed or exchanged or that are received in such transaction. (c) Until the expiration of the Proxy Term, such Stockholder shall notify Sprint promptly (and in any event within one business day) in writing of the number of any additional Shares acquired by such Stockholder, if any, after the date hereof. (d) Such Stockholder will not take any action or permit any action to be taken that is intendedwould have the effect of preventing, disabling or would reasonably be expected, to materially interfere with, materially delay, or prevent the consummation of the Offer, the Merger or the other Transactions or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any delaying such Stockholder of from performing its obligations under this Agreement. (b) From . Without limiting the date of this Agreement and foregoing, such Stockholder agrees that, until the termination of this Agreement, and without limiting any provision expiration of the Merger Agreement in any respectProxy Term, each subject to the provisions of Section 9(r), neither such Stockholder shall not: (i) continue any solicitation, knowing encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal; (ii) solicit, initiate or knowingly facilitate or knowingly encourage any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person (other than Parent, Purchaser or any of their Representatives) any non-public information in connection with or for the purpose of knowingly encouraging or knowingly facilitating, an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iv) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock into the Offer; or (v) support, recommend, endorse or approve any Acquisition Proposal or enter into any letter of intent, support agreement or similar commitment relating to or facilitating an Acquisition Proposal. The foregoing notwithstanding, nothing in this Agreement shall prohibit any Stockholder from taking any action that the Company or its Representatives are permitted to take under Section 6.3 of the Merger Agreement solely in such Stockholder’s capacity as a director or other Representative of the Company. (c) From the date of this Agreement and until the termination of this Agreement, if any Stockholder transfers, sells, assigns, pledges or otherwise disposes of nor any of such Stockholder’s Subject Shares representatives or agents shall (including, for the avoidance of doubt, any “Transfer” (as defined in the Company Certificate)i) in each case that would not cause or result in the conversion of such Subject Shares into shares of Class A Common Stock pursuant to the Company Certificate, such Stockholder shall cause the transferee engage in any such transfer, sale, assignment, pledge or other disposition to execute and deliver a joinder to this Agreement conduct described in a form that is reasonably satisfactory to Parent and Purchaser pursuant to which such transferee agrees to be bound as a Stockholder hereunder. (d) Each Stockholder shall not make any public announcement regarding this Section 5.9 of the Merger Agreement or (ii) exercise or attempt to exercise any rights under Section 262 of the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law; provided, that reasonable notice of any disclosure required by applicable Law shall be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent DGCL with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosurethe Merger.

Covenants of the Stockholders. (a) Each During the period beginning on the date of this Agreement and ending on the earliest of (x) the mutual agreement of each of the parties hereto, (y) the consummation of the Closing and the Acquisition Closing, and (z) the termination of the Investment Agreement in accordance with its terms (the “Restricted Period”), each Stockholder covenants hereby agrees: (i) to be present or otherwise cause the Stockholder Shares to be counted as present, in person or represented by proxy, at the Stockholders Meeting (including any adjournment or postponement thereof) and agrees all other meetings (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders of the Company, however called, to vote on any matter contemplated by this Agreement so that all of the Stockholder Shares owned beneficially or of record by such Stockholder will be counted for purposes of determining the presence of a quorum at such meeting; (ii) at each such meeting, and at any adjournment or postponement thereof, to vote, or to cause the voting of, the Stockholder Shares owned beneficially or of record by such Stockholder in favor of: (1) the approval of the Contemplated Transactions; (2) the approval of the adoption of the Amended and Restated Certificate of Incorporation and such other amendments to the Certificate of Incorporation as may be necessary or appropriate to give effect to any of the Contemplated Transactions; and (3) without limitation of the preceding clauses (1) and (2), any proposal to adjourn or postpone the Stockholders Meeting to a later date if there are not sufficient votes to approve and, as applicable, adopt any of the Contemplated Transactions, the agreements related to the Contemplated Transactions or the Amended and Restated Certificate of Incorporation on the date on which the Stockholders Meeting is held; and (iii) at each such meeting, and at any adjournment or postponement thereof, to vote, or to cause the voting of, the Stockholder Shares owned beneficially or of record by such Stockholder against: (1) any action, proposal, transaction or agreement that is intended or that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, prevent or delay the consummation of, or otherwise be inconsistent with, the Investment or any of the other Contemplated Transactions or any of the other agreements related to the Investment or any of the other Contemplated Transactions, including: (aa) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Investment and the Acquisition); (bb) a sale, lease or transfer of any material asset of the Company or any of its Subsidiaries or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (cc) an election of new members to the Board, other than (x) individuals who are nominated by the Company for election and (y) new nominees to the Board approved in writing by the Investor or in accordance with the Investment Agreement; (dd) any change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s certificate of incorporation or bylaws or the organizational documents of any Subsidiary of the Company (other than pursuant to the Investment Agreement), except if approved in writing by the Investor; or (ee) any other change in the corporate structure or business of the Company or any of its Subsidiaries, except if approved in writing by the Investor, (2) any Acquisition Proposal and any action required or desirable in furtherance thereof or any other transaction, proposal, agreement or action made in opposition to the adoption of the Contemplated Transactions or in competition or inconsistent with the Investment and the other Contemplated Transactions, (3) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any covenant, agreement, representation or warranty of the Company contained in the Investment Agreement or the Acquisition Agreement or of such Stockholder contained in this Agreement, and (4) any action or agreement that would reasonably be expected to result in any condition to the consummation of the Contemplated Transaction not being fulfilled. (b) During the Restricted Period, each Stockholder shall not, and shall cause such Stockholder’s Affiliates and Representatives not to, directly or indirectly, take any action that is intended, or would reasonably be expected, to materially interfere with, materially delay, or prevent the consummation a breach of Section 6.7 of the Offer, the Merger or the other Transactions or this Investment Agreement or the performance by the Company of its obligations under the Merger Agreement or if taken by any Stockholder of its obligations under this Agreement. (b) From the date of this Agreement and until the termination of this Agreement, and without limiting any provision of the Merger Agreement in any respectGroup Companies, each Stockholder shall not: (i) continue any solicitation, knowing encouragement, discussions their controlled Affiliates or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal; (ii) solicit, initiate or knowingly facilitate or knowingly encourage any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person (other than Parent, Purchaser or any of their respective Representatives) any non-public information in connection with or for the purpose of knowingly encouraging or knowingly facilitating, an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iv) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock into the Offer; or (v) support, recommend, endorse or approve any Acquisition Proposal or enter into any letter of intent, support agreement or similar commitment relating to or facilitating an Acquisition Proposal. The foregoing notwithstanding, nothing in this Agreement shall prohibit any Stockholder from taking any action that the Company or its Representatives are permitted to take under Section 6.3 of the Merger Agreement solely in such Stockholder’s capacity as a director or other Representative of the Company. (c) From In the date event a Change of Recommendation is made by the Board in accordance with Section 6.7 of the Investment Agreement, solely in connection with a vote that is subject to Section 1(a) hereof: (i) the number of shares of Common Stock that shall be considered “Stockholder Shares” pursuant to this Agreement and until shall be reduced, on a pro rata basis based on the termination relative beneficial ownership of shares of Common Stock covered by this Agreement, if without any Stockholder transfers, sells, assigns, pledges further notice or otherwise disposes of any of action by the Company or such Stockholder’s Subject Shares (including, for the avoidance of doubt, any “Transfer” (as defined in the Company Certificate)) in each case that would not cause or result in the conversion of such Subject Shares into shares of Class A Common Stock pursuant to the Company Certificate, such that the aggregate number of Stockholder shall cause the transferee in any such transfer, sale, assignment, pledge or other disposition to execute and deliver a joinder Shares pursuant to this Agreement in a form shall be only such aggregate number that is reasonably satisfactory equal to Parent and Purchaser pursuant thirty-nine percent (39.0%) of the total number of outstanding shares of Common Stock; and (ii) each Stockholder, in its sole discretion, shall be free to which such transferee agrees vote or cause to be bound as a voted, in person or by proxy, all of the shares of Common Stock that are no longer Stockholder hereunder. (d) Each Stockholder shall not make Shares in any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law; provided, that reasonable notice of any disclosure required by applicable Law shall be provided to Parent, and manner such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosuremay choose.

Covenants of the Stockholders. (a) Each Stockholder covenants and agrees with the Company that it shall abstain from voting any of the shares of Common Stock beneficially owned by such Stockholder at the Company's 2013 annual meeting of the stockholders (the "2013 Annual Meeting"); provided, however, that the Stockholders shall each be permitted to vote, in their sole discretion: (i) for each of the Company’s nominees for election to the Company's board of directors (the "Board"); and (ii) in favor of proposals supported by the Board as described in the Company’s Proxy Statement on Schedule 14A that will be filed with the SEC in connection with the 2013 Annual Meeting. (b) Each Stockholder agrees with the Company that, during the period commencing on the Effective Date and ending on the day that is the 15-month anniversary of the Effective Date (the “Standstill Period”), he shall not, and shall cause each of his respective partners, associates, representatives, family members and agents (collectively, “Representatives”) not to, in any manner, directly or indirectly, take any action that is intended, alone or would reasonably be expected, to materially interfere with, materially delay, or prevent the consummation of the Offer, the Merger or the other Transactions or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement.in concert with others: (b) From the date of this Agreement and until the termination of this Agreement, and without limiting any provision of the Merger Agreement in any respect, each Stockholder shall not: (i) continue effect or seek to effect, whether alone or in concert with others, any solicitationtender or exchange offer, knowing encouragementmerger, discussions consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or negotiations with acquisition of material assets, liquidation, dissolution or other extraordinary transaction involving the Company or any Persons that may be ongoing with respect to an Acquisition Proposal; (ii) solicit, initiate of its subsidiaries or knowingly facilitate or knowingly encourage any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person (other than Parent, Purchaser joint ventures or any of their Representativesrespective securities (each, an “Extraordinary Transaction”); provided, however, that this clause shall not preclude the tender by a Stockholder of any securities of the Company into any tender or exchange offer or vote by a Stockholder of any voting securities of the Company with respect to any Extraordinary Transaction; (ii) form, join, encourage, influence, advise or in any non-public information way participate in connection a “partnership, limited partnership, syndicate or other group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any securities of the Company or otherwise in any manner agree, attempt, seek or propose to deposit any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities in any voting trust or similar arrangement, or subject any securities of the Company to any arrangement or agreement with respect to the voting thereof; (iii) make, engage in, or in any way participate in, directly or indirectly, any “solicitation” of proxies (as such terms are used in the proxy rules of the SEC but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv)) or consents to vote, or seek to advise, encourage or influence any person with respect to the voting of any securities of the Company for the purpose election of knowingly encouraging individuals to the Board or knowingly facilitatingto approve stockholder proposals, an Acquisition Proposal or become a “participant” in any proposal contested “solicitation” for the election of directors with respect to the Company (as such terms are defined or offer that would reasonably be expected to lead to an Acquisition Proposal; used under the Exchange Act), other than a “solicitation” or acting as a “participant” in support of the nominees recommended by the Board at any stockholder meeting; (iv) recommend make or be the proponent of any other holder stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act, Section 136 of Company Common Stock to not tender shares of Company Common Stock into the Offer; Alberta Business Corporations Act, or otherwise); (v) support(A) call or seek to call any meeting or special meeting of stockholders, recommendincluding by written consent, endorse (B) seek representation on the Board, (C) seek the removal of any member of the Board, (D) solicit consents from stockholders, (E) conduct a referendum of stockholders or approve (F) make a request for any Acquisition Proposal stockholder list or enter into other similar Company records; (vi) initiate contact with or communicate in any letter manner, whether publicly or privately, with the Company, its Board, directors, officers, advisors or employees, provided that the Stockholders shall be permitted, in a private manner only, to initiate contact or communicate with the Company's Chief Executive Officer and the Chairman of intentthe Board, support agreement so long as such contact or similar commitment relating communication is not intended to or facilitating an Acquisition Proposal. The foregoing notwithstandingreasonably expected to require public disclosure of such contact or communication; (vii) sell, nothing in this Agreement shall prohibit offer or agree to sell, any Stockholder from taking any action that the Company or its Representatives are permitted to take under Section 6.3 of the Merger Agreement solely in such Stockholder’s capacity as a director or other Representative shares of the Company. (c) From the date of this Agreement and until the termination of this Agreement, if any Stockholder transfers, sells, assigns, pledges or otherwise disposes of any of such Stockholder’s Subject Shares (including, for the avoidance of doubt, any “Transfer” (as defined in the Company Certificate)) in each case that would not cause or result in the conversion of such Subject Shares into shares of Class A 's Common Stock pursuant to other than on a recognized exchange on which the Company Certificate, such Stockholder shall cause the transferee in any such transfer, sale, assignment, pledge or other disposition to execute and deliver a joinder to this Agreement in a form that is reasonably satisfactory to Parent and Purchaser pursuant to which such transferee agrees to be bound as a Stockholder hereunder. (d) Each Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby Company's Common Shares are listed without the prior express written consent of Parent (the Company, such consent not to be unreasonably withheld; (viii) sell, conditioned offer or delayedagree to sell, all or substantially all, directly or indirectly, through swap or hedging transactions or otherwise, voting rights decoupled from the underlying Common Stock held by the Stockholders to any Third Party (as defined below); (ix) take any action, except as alone or in concert with others, in support of or make any proposal or request that constitutes: (A) advising, controlling, seeking to control, changing or influencing the Board, the management or the policies of the Company, (B) any material change in the capitalization or dividend policy of the Company, (C) any other material change in the Company’s management, business or corporate structure, (D) seeking to have the Company waive, or make amendments or modifications to, the Company’s Articles of Incorporation or Bylaws, or other actions which may impede the acquisition of control of the Company by any person, (E) causing a class of securities of the Company to be required by applicable Law; provideddelisted from, that reasonable notice or to cease to be authorized to be quoted on, any securities exchange, or (F) causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (x) enter into any disclosure required by applicable Law shall be provided to Parentdiscussions, and such Stockholder will consider in good faith the reasonable comments of Parent negotiations, agreements or understandings with any Third Party with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment the foregoing, or advise, assist, intentionally encourage or seek to persuade any Third Party to take any action with respect to any of the foregoing, or otherwise take or cause any action inconsistent with any of the foregoing; or (xi) request, directly or indirectly, any amendment or waiver of the foregoing matters. For purposes of this Agreement, the term “affiliate” shall have the meaning set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act, and the term "Third Party" shall mean any person or entity that is not a party to this Agreement or an affiliate thereof, a member of the Board, a director or officer of the Company, or legal counsel to any party to this Agreement. (c) The Stockholders shall, and shall cause their applicable affiliates, if any, to promptly file an amendment to their Schedule 13D filings with the SEC, in the form attached hereto as Exhibit B, reporting entry into this Agreement, amending applicable items to conform to their obligations hereunder and appending or incorporating by reference this Agreement as an exhibit thereto. (d) The Stockholders hereby represent that they: (i) have shut down the website xxx.xxxxxxxxxxxxxxx.xxx; (ii) have removed the videos titled "Equal Energy Xxx Xxxxxx'x Final Days in Office," "Equal Energy CEO Xxx Xxxxxx Interview," and "Equal Energy & the Xxxxxxxxxxxx' 0 Xxxxx Xxxx," posted to xxx.xxxxxxxxxxxxxxx.xxx and/or YouTube; and (iii) shall not republish or otherwise disseminate any of those materials during the Standstill Period. (e) The Stockholders hereby agree to: (i) remove any and all media or online publications authored or created by one or both of the Shareholders characterizing the management and policies of the Company, including those posted to xxx.xxxxxxxxxxxxxxx.xxx, xxx.xxxxxxxxxxxx.xxx, xxx.xxxxxxxxxxxxxxx.xxx, Twitter, YouTube, or any other website or online platform, as soon as practicable on or after the date hereof, provided that if the Stockholders are not permitted to remove such disclosuremedia or online publications directly, they shall use their reasonable best efforts to cause such items to be removed no later than fourteen (14) days after the Effective Date; (ii) shut down the Equal Energy Yahoo Group previously linked from the website xxx.xxxxxxxxxxxxxxx.xxx (currently on Yahoo! Finance), as soon as practicable on or after the date hereof, but in no event later than 5:00 p.m. Eastern Standard Time on the second business day after the Effective Date; and (iii) refrain from republishing or otherwise disseminating any of the materials identified in this Section 2(e) or publishing or otherwise disseminating any other similar material during the Standstill Period.

Covenants of the Stockholders. (a) Each Stockholder hereby covenants and agrees that as follows: 6.1 While this Agreement is in effect, and except as expressly contemplated hereby, not to sell, transfer, pledge, encumber, assign, distribute, gift or otherwise dispose of (collectively, a "Transfer") or enforce or permit the execution of the provisions of any redemption, share purchase or sale, recapitalization or other agreement with the Company or any other person or entity or enter into any contract, option or other arrangement or understanding with respect to any Transfer (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of, any of the Existing Shares beneficially owned by Stockholder, any Shares acquired by Stockholder after the date hereof, any securities exercisable or exchangeable for or convertible into Company Common Stock, any other capital stock of the Company or any interest in any of the foregoing with any person or entity. 6.2 In case of a stock dividend or distribution, or any change in Company Common Stock by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, the term "Shares" shall be deemed to refer to and include the Shares as well as all such Stockholder stock dividends and distributions and any securities into which or for which any or all of the Shares may be changed or exchanged or which are received in such transaction. 6.3 During the term of this Agreement it shall not, and shall not authorize any of its representatives to, and shall not permit any of its representatives to, directly or indirectly, take any action that is intended, or would reasonably be expected, to materially interfere with, materially delay, or prevent the consummation of the Offer, the Merger or the other Transactions or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement. (b) From the date of this Agreement and until the termination of this Agreement, and without limiting any provision of the Merger Agreement in any respect, each Stockholder shall not: (i) continue any solicitation, knowing encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal; (iia) solicit, initiate or knowingly facilitate encourage, or knowingly take any other action to facilitate, the submission of any Acquisition Proposal or any proposal with respect to any matter described in Section 6.1 hereof or (b) participate in or encourage any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions discussion or negotiations regarding, or furnish to any Person (other than Parent, Purchaser person or any of their Representatives) entity any non-public information in connection with respect to, or for take any other action to facilitate any inquiries or the purpose of knowingly encouraging or knowingly facilitatingmaking of, an Acquisition Proposal or any proposal that constitutes, or offer that would may reasonably be expected to lead to an to, any Acquisition Proposal; (iv) recommend any other holder provided, however, that beginning on the date as of Company Common Stock to not tender shares of Company Common Stock into the Offer; or (v) support, recommend, endorse or approve any Acquisition Proposal or enter into any letter of intent, support agreement or similar commitment relating to or facilitating an Acquisition Proposal. The foregoing notwithstanding, nothing in this Agreement shall prohibit any Stockholder from taking any action that which the Company or its Representatives are permitted has delivered to take under Parent written notice as described in Section 6.3 5.5(c)(ii)(B) of the Merger Agreement solely in such Stockholder’s capacity as a director or other Representative (the "Superior Proposal Notice") and ending when the Company no longer has the right to terminate the Merger Agreement pursuant to Section 7.1(d)(ii) of the Company. (c) From the date of this Agreement and until the termination of this Merger Agreement, if any upon prior written notice to Parent, Stockholder transfers, sells, assigns, pledges or otherwise disposes of any of such Stockholder’s Subject Shares (including, for may furnish information and enter into discussions with the avoidance of doubt, any “Transfer” person making the Superior Proposal (as defined in the Company Certificate)Merger Agreement) in each case that would not cause or result in the conversion of such Subject Shares into shares of Class A Common Stock pursuant giving rise to the Company Certificate, such delivery of the Superior Proposal Notice. Stockholder shall agrees immediately to cease and cause the transferee in any such transfer, sale, assignment, pledge or other disposition to execute and deliver a joinder to this Agreement in a form that is reasonably satisfactory to Parent and Purchaser pursuant to which such transferee agrees to be bound as a Stockholder hereunder. (d) Each Stockholder shall not make terminated any public announcement regarding this Agreement existing activities, discussions or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law; provided, that reasonable notice of negotiations with any disclosure required by applicable Law shall be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent parties conducted heretofore with respect to any possible Acquisition Proposal or any matter described in Section 6.1, and Stockholder will take all necessary steps to inform its respective representatives of the obligations undertaken by Stockholder pursuant to this Section 6.3. 6.4 While this Agreement is in effect, it shall notify Parent promptly (and in any event within one business day) in writing of (i) the number of any additional Shares acquired by Stockholder, if any, after the date hereof and (ii) any such disclosure and otherwise cooperate with Parent in obtaining confidential treatment inquiries or proposals that are received by, any such information which is requested from, or any such negotiations or discussions that are sought to be initiated or continued with, Stockholder with respect to such disclosureany matter described in Section 6.1 or 6.3. 6.5 Stockholder will not take any action which would have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement.

Covenants of the Stockholders. Each of the Stockholders, severally and not jointly, agrees as follows: (a) Each Stockholder covenants and agrees that such Such Stockholder shall not, directly except as contemplated by the terms of this Agreement, sell, transfer, pledge, assign or indirectly, take any action that is intendedotherwise dispose of, or would reasonably be expectedenter into any contract, option or other arrangement (including any profit-sharing arrangement) or understanding with respect to materially interfere withthe sale, materially delaytransfer, pledge, assignment or prevent other disposition of, the consummation Shares (including any options or warrants to purchase Dome Common Stock) to any person (any such action, a “Transfer”). For purposes of clarification, the term “Transfer” shall include, without limitation, any short sale (including any “short sale against the box”), pledge, transfer, and the establishment of any open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act. Notwithstanding the foregoing, distributions of Shares to partners, members, stockholders, subsidiaries, affiliates, affiliated partnerships or other affiliated entities of the Offerundersigned shall not be prohibited by this Agreement; provided that in the case of any such transfer or distribution, the Merger each donee or the other Transactions or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under distributee shall execute and deliver to PEDEVCO a valid and binding counterpart to this Agreement. (b) From Such Stockholder shall not, except as contemplated by the date terms of this Agreement and until the termination of this Agreement, and without limiting any provision of the Merger Agreement in any respect, each Stockholder shall not: (i) continue enter into any solicitationvoting arrangement, knowing encouragementwhether by proxy, discussions voting agreement, voting trust, power-of-attorney or negotiations with any Persons that may be ongoing otherwise, with respect to an Acquisition Proposal; the Shares or (ii) solicittake any other action that would in any way restrict, initiate limit or knowingly facilitate interfere with the performance of his, her or knowingly encourage any inquiries regarding, its obligations hereunder or the making transactions contemplated hereby or make any representation or warranty of any proposal such Stockholder herein untrue or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (iii) engage in, continue or otherwise participate incorrect in any discussions or negotiations regarding, or furnish to any Person (other than Parent, Purchaser or any of their Representatives) any non-public information in connection with or for the purpose of knowingly encouraging or knowingly facilitating, an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iv) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock into the Offer; or (v) support, recommend, endorse or approve any Acquisition Proposal or enter into any letter of intent, support agreement or similar commitment relating to or facilitating an Acquisition Proposal. The foregoing notwithstanding, nothing in this Agreement shall prohibit any Stockholder from taking any action that the Company or its Representatives are permitted to take under Section 6.3 of the Merger Agreement solely in such Stockholder’s capacity as a director or other Representative of the Companymaterial respect. (c) From At any meeting of the date stockholders of this Dome AB called to vote upon the Acquisition or in connection with any stockholder consent in respect of a vote on the Acquisition, the Acquisition Agreement and until or any other transaction contemplated by the termination of this AgreementAcquisition Agreement or at any adjournment thereof or in any other circumstances upon which a vote, if any consent or other approval (including by written consent) with respect to such matters is sought, each Stockholder transfersshall vote (or cause to be voted), sellsor shall consent, assignsexecute a consent or cause to be executed a consent in respect of, pledges or otherwise disposes of any of such Stockholder’s Subject Shares (includingin favor of the Acquisition, for the avoidance adoption by Dome AB of doubt, the Acquisition Agreement and the approval of any “Transfer” (as defined in other transactions contemplated by the Company Certificate)) in each case that would not cause or result in the conversion of such Subject Shares into shares of Class A Common Stock pursuant to the Company Certificate, such Stockholder shall cause the transferee in any such transfer, sale, assignment, pledge or other disposition to execute and deliver a joinder to this Agreement in a form that is reasonably satisfactory to Parent and Purchaser pursuant to which such transferee agrees to be bound as a Stockholder hereunderAcquisition Agreement. (d) Each Such Stockholder shall not make any public announcement regarding agrees to permit PEDEVCO to publish and disclose in the Proxy Statement and related filings under the securities laws such Stockholder’s identity and ownership of Shares and the nature of its commitments, arrangements and understandings under this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be and any other information required by applicable Law; provided, that reasonable notice of any disclosure required by applicable Law shall be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosurelaw.

Covenants of the Stockholders. Each Stockholder severally and not ----------------------------- jointly agrees as follows: (a) Each Stockholder covenants and agrees that such The Stockholder shall not, directly except as contemplated by the terms of this Agreement, (i) sell, transfer, pledge, assign or indirectly, take any action that is intendedotherwise dispose of, or would reasonably be expectedenter into any contract, option or other arrangement (including any profit sharing arrangement) or understanding with respect to materially interfere withthe sale, materially delaytransfer, pledge, assignment or prevent other disposition of, the consummation of Shares to any person other than pursuant to the Offer, (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or otherwise, with respect to the Merger Shares or the (iii) take any other Transactions action that would in any way restrict, limit or this Agreement or interfere with the performance by the Company of its obligations under hereunder or the Merger Agreement or by any Stockholder of its obligations under this Agreementtransactions contemplated hereby. (b) From Until the date of this Agreement and until the termination of this Agreement, and without limiting any provision of Merger is consummated or the Merger Agreement in any respectis terminated, each the Stockholder shall not: , nor shall the Stockholder permit any investment banker, financial adviser, attorney, accountant or other representative or agent of the Stockholder to, directly or indirectly (i) continue any solicitation, knowing encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal; (ii) solicit, initiate or knowingly facilitate encourage (including by way of furnishing information), or knowingly encourage take any other action designed or reasonably likely to facilitate, any inquiries regarding, or the making of any proposal or offer that which constitutes, or would reasonably may reasonable be expected to lead to, an any Acquisition Proposal; Proposal or (iiiii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to regarding any Person (other than Parent, Purchaser or any of their Representatives) any non-public information in connection with or for the purpose of knowingly encouraging or knowingly facilitating, an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iv) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock into the Offer; or (v) support, recommend, endorse or approve any Acquisition Proposal or enter into any letter of intent, support agreement or similar commitment relating to or facilitating an Acquisition Proposal. The foregoing notwithstandingWithout limiting the foregoing, nothing it is understood that any violation of the restrictions set forth in the preceding sentence by an investment banker, financial advisor, attorney, accountant or other representative or agent of the Stockholder shall be deemed to be a violation of this Agreement shall prohibit any Section 4(b) by the Stockholder; provided, however, that action by a Stockholder from taking any action that in his or her -------- ------- capacity as an officer or director of the Company or its Representatives are that is permitted to take under by Section 6.3 6.4 of the Merger Agreement solely in such Stockholder’s capacity as shall not be a director or other Representative of the Company. (c) From the date of this Agreement and until the termination violation of this Agreement, if any Stockholder transfers, sells, assigns, pledges or otherwise disposes of any of such Stockholder’s Subject Shares (including, for the avoidance of doubt, any “Transfer” (as defined in the Company Certificate)) in each case that would not cause or result in the conversion of such Subject Shares into shares of Class A Common Stock pursuant to the Company Certificate, such Stockholder shall cause the transferee in any such transfer, sale, assignment, pledge or other disposition to execute and deliver a joinder to this Agreement in a form that is reasonably satisfactory to Parent and Purchaser pursuant to which such transferee agrees to be bound as a Stockholder hereunder. (d) Each Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law; provided, that reasonable notice of any disclosure required by applicable Law shall be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure.

Covenants of the Stockholders. Each Stockholder severally covenants and agrees as follows: (a) Each At any meeting of the stockholders of Parent (whether annual or special, and whether or not an adjourned or postponed meeting), or in any other circumstances upon which a vote, consent, adoption or other approval (including by written consent solicitation) is sought, such Stockholder shall vote (or cause to be voted) all of the Original Shares of such Stockholder and any other Subject Shares then owned of record and beneficially by such Stockholder: (1) 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, including the share issuance, and (2) against any action or agreement that would (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement under the Merger Agreement or of the Stockholders under this Agreement or (B) impede, interfere with, delay, discourage, postpone, or adversely affect the Merger or the transactions contemplated thereby or hereby. (b) Such Stockholder hereby covenants and agrees that such Stockholder shall will not, and will agree not to, directly or indirectly, take Transfer any action that is intendedof the Original Shares or Subject Shares, or would reasonably be expectedgrant any proxy, power-of-attorney or other authorization or interest in or with respect to materially interfere with, materially delaysuch Original Shares or Subject Shares, or prevent deposit such Original Shares or Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Original Shares or Subject Shares unless and until they shall have taken all actions (including the consummation endorsement of a legend on the Offercertificates evidencing such Original Shares or Subject Shares) necessary to ensure that such Original Shares or Subject Shares shall at all times be subject to the rights, the Merger powers and privileges granted or the other Transactions or this Agreement or the performance conferred, and subject to all restrictions, covenants and limitations imposed, by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement. (b) From the date of this Agreement and until the termination of this Agreement, and without limiting shall have caused any provision of the Merger Agreement in any respect, each Stockholder shall not: (i) continue any solicitation, knowing encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal; (ii) solicit, initiate or knowingly facilitate or knowingly encourage any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person (other than Parent, Purchaser or any of their Representatives) any non-public information in connection with or for the purpose of knowingly encouraging or knowingly facilitating, an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iv) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock into the Offer; or (v) support, recommend, endorse or approve any Acquisition Proposal or enter into any letter of intent, support agreement or similar commitment relating to or facilitating an Acquisition Proposal. The foregoing notwithstanding, nothing in this Agreement shall prohibit any Stockholder from taking any action that the Company or its Representatives are permitted to take under Section 6.3 of the Merger Agreement solely in such Stockholder’s capacity as a director or other Representative of the Company. (c) From the date of this Agreement and until the termination of this Agreement, if any Stockholder transfers, sells, assigns, pledges or otherwise disposes transferee of any of such Stockholder’s the Original Shares or the Subject Shares (including, for the avoidance of doubt, any “Transfer” (as defined in the Company Certificate)) in each case that would not cause or result in the conversion of such Subject Shares into shares of Class A Common Stock pursuant to the Company Certificate, such Stockholder shall cause the transferee in any such transfer, sale, assignment, pledge or other disposition to execute and deliver a joinder to this the other party hereto, an Agreement and irrevocable proxy consistent with the terms contained herein; provided however, that nothing contained herein shall prevent such Stockholder from Transferring Original Shares or Subject Shares which represent in a form that is reasonably satisfactory to Parent and Purchaser pursuant to which such transferee agrees to be bound as a Stockholder hereunder. (d) Each Stockholder shall not make any public announcement regarding this Agreement the aggregate 1% or less of the transactions contemplated hereby without the prior written consent outstanding shares of Parent (such consent not Common Stock for estate tax planning purposes or to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law; provided, that reasonable notice of any disclosure required by applicable Law shall be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosurecharitable organization.

Covenants of the Stockholders. Each Stockholder hereby covenants and agrees that: (a) Each Stockholder covenants and agrees that Except as expressly contemplated hereby, such Stockholder shall notnot sell, directly transfer, pledge, encumber, assign, distribute, hypothecate, tender or indirectlyotherwise dispose of, including by way of merger, consolidation, share exchange or similar transaction, whether voluntarily or by operation of law (collectively, a "TRANSFER"), or enforce or permit the execution of the provisions of any redemption, share purchase or sale, recapitalization or other agreement with the Company or any other person or enter into any contract, option or other arrangement or understanding with respect to any Transfer (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of, any of the Existing Shares beneficially owned by such Stockholder, any Shares acquired by such Stockholder after the date hereof, any securities exercisable or exchangeable for or convertible into shares of Common Stock, any other capital stock of the Company or any interest in any of the foregoing with any person; PROVIDED, HOWEVER, after expiration of the Proxy Term, such Stockholder may Transfer any of its Shares to any person so long as the transferee agrees, in form and substance satisfactory to Sprint, to be bound by and subject to the terms and conditions of this Agreement with respect to such Shares owned by such transferee, including the terms and conditions of Section 10 hereto. (b) In case of a stock dividend or distribution, or any change in Common Stock by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, the term "Shares" shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Shares may be changed or exchanged or that are received in such transaction. (c) Until the expiration of the Proxy Term, such Stockholder shall notify Sprint promptly (and in any event within one business day) in writing of the number of any additional Shares acquired by such Stockholder, if any, after the date hereof. (d) Such Stockholder will not take any action or permit any action to be taken that is intendedwould have the effect of preventing, disabling or would reasonably be expected, to materially interfere with, materially delay, or prevent the consummation of the Offer, the Merger or the other Transactions or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any delaying such Stockholder of from performing its obligations under this Agreement. (b) From . Without limiting the date of this Agreement and foregoing, such Stockholder agrees that, until the termination of this Agreement, and without limiting any provision expiration of the Merger Agreement in any respectProxy Term, each Stockholder shall not: (i) continue subject to the provisions of Section 11(r), (A) neither such Stockholder nor any solicitationof such Stockholder's representatives or agents will, knowing encouragementindirectly or directly, solicit, encourage or initiate the submission of proposals or offers from, or provide any confidential information to, or participate in discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal; (ii) solicit, initiate or knowingly facilitate or knowingly encourage any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person (other than Parent, Purchaser or any of their Representatives) any non-public information in connection with or for the purpose of knowingly encouraging or knowingly facilitating, an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iv) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock into the Offer; or (v) support, recommend, endorse or approve any Acquisition Proposal or enter into any letter of intent, support agreement or understanding with, any person (other than Sprint and its representatives) concerning the sale of any assets of the Company (other than the sale of inventory in the ordinary course of business) or the sale of any shares of capital stock of, or any merger, combination or similar commitment relating to or facilitating an Acquisition Proposal. The foregoing notwithstandingtransaction involving, nothing in this Agreement shall prohibit any Stockholder from taking any action that the Company or its Representatives are permitted to take under Section 6.3 any of the Merger Agreement solely in Subsidiaries and (B) such Stockholder shall, and shall cause such Stockholder’s capacity as a director 's representatives to, immediately cease any discussions or communications with any other Representative person (other than Sprint and its representatives) conducted prior hereto with respect to any of the Company. foregoing and (cii) From the date of this Agreement and until the termination of this Agreement, if any Stockholder transfers, sells, assigns, pledges or otherwise disposes of any of such Stockholder’s Subject Shares (including, for the avoidance of doubt, any “Transfer” (as defined in the Company Certificate)) in each case that would not cause or result in the conversion of such Subject Shares into shares of Class A Common Stock pursuant to the Company Certificate, such Stockholder shall cause not exercise or attempt to exercise any rights under Section 262 of the transferee in any such transfer, sale, assignment, pledge or other disposition to execute and deliver a joinder to this Agreement in a form that is reasonably satisfactory to Parent and Purchaser pursuant to which such transferee agrees to be bound as a Stockholder hereunder. (d) Each Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law; provided, that reasonable notice of any disclosure required by applicable Law shall be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent DGCL with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosurethe Merger.

Covenants of the Stockholders. (a) 5.01 Each Stockholder hereby covenants and agrees that that, on and after the date hereof and during the term of this Agreement, such Stockholder shall notwill not sell, directly transfer, assign, pledge, hypothecate or indirectlyotherwise dispose of or limit its right to vote in any manner, or otherwise encumber, any of the Shares which are the subject matter of this Agreement, or enter into any agreement to do any of the foregoing, except pursuant to EXECUTION COPY Sections 1.01, 1.02 and 5.02 hereof. No Stockholder will take any action that is intended, would have the effect of preventing or would reasonably be expected, to materially interfere with, materially delay, disabling such Stockholder from performing his or prevent the consummation of the Offer, the Merger or the other Transactions or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement. (b) From 5.02 Subject in all respects to Sections 2.03 and 2.04 hereof, effective upon the date of this Agreement and until the termination execution of this Agreement, each Stockholder appoints Xxxx Xxxxx and without limiting Xxxxxxx Xxxxxxx, and each of them, with power of substitution in each, as proxies. (a) to vote the shares at any provision meeting of stockholders of the Company or any adjournment or adjournments thereof or (b) to execute and deliver consents with respect to the Shares upon any and all such matters as each such proxy or his substitute shall in his sole discretion deem proper. Each Stockholder intends this proxy to be irrevocable and coupled with an interest. Each Stockholder hereby revokes any proxy previously granted by such Stockholder with respect to any of the Shares. Subject in all respects to Sections 2.03 and 2.04 hereof, effective upon the execution and delivery of this Agreement, each Stockholder hereby agrees to vote the Shares in favor of the approval of the Merger and adoption of the Merger Agreement in at any respect, each Stockholder shall not: (i) continue any solicitation, knowing encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal; (ii) solicit, initiate or knowingly facilitate or knowingly encourage any inquiries regarding, or the making meeting of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person (other than Parent, Purchaser or any stockholders of their Representatives) any non-public information in connection with or for the purpose of knowingly encouraging or knowingly facilitating, an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iv) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock into the Offer; or (v) support, recommend, endorse or approve any Acquisition Proposal or enter into any letter of intent, support agreement or similar commitment relating to or facilitating an Acquisition Proposal. The foregoing notwithstanding, nothing in this Agreement shall prohibit any Stockholder from taking any action that the Company or its Representatives are permitted any adjournment or adjournments thereof and in opposition to take under Section 6.3 of any transaction or action inconsistent with the Merger or the Merger Agreement solely in such Stockholder’s capacity as a director or other Representative of the Company. (c) From the date of this Agreement and until the termination of this Agreementand, if any Stockholder transfersrequested by Purchaser, sells, assigns, pledges or otherwise disposes of any of such Stockholder’s Subject Shares (including, for the avoidance of doubt, any “Transfer” (as defined in the Company Certificate)) in each case that would not cause or result in the conversion of such Subject Shares into shares of Class A Common Stock pursuant to the Company Certificate, such Stockholder shall cause the transferee in any such transfer, sale, assignment, pledge or other disposition to execute and deliver a joinder consent to the approval of the Merger and adoption of the Merger Agreement and in opposition to any transaction or action inconsistent with the Merger or the Merger Agreement. 5.03 Each Stockholder shall, as soon as practicable after the execution and delivery of this Agreement Agreement, take all reasonable action required, if any, (i) to obtain all waivers, consents, approvals and agreements of any third parties, including governmental authorities, necessary or advisable to authorize, approve or permit the purchase and sale of Shares pursuant hereto, (ii) to release all encumbrances, if any, on the Shares, and (iii) to cooperate with Purchaser in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties (including government agencies or officials), challenging this Agreement. 5.04 Simultaneously with the purchase of his Shares, each Stockholder who is a form that is reasonably satisfactory to Parent and Purchaser pursuant to which such transferee agrees to be bound director of the Company shall submit his written resignation as a Stockholder hereunder. (d) Each Stockholder shall not make any public announcement regarding this Agreement or director of the transactions contemplated hereby without Company effective as of the prior written consent date of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law; provided, that reasonable notice of any disclosure required by applicable Law shall be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure.resignation. EXECUTION COPY

Covenants of the Stockholders. Each Stockholder, severally and not jointly, agrees as follows: (a) Each Stockholder covenants and agrees that such The Stockholder shall notnot (i) tender into any tender or exchange offer or otherwise sell, directly transfer, pledge, assign or indirectlyotherwise dispose of, or enter into any Contract, option or other arrangement (including any profit sharing arrangement) or understanding with respect to the sale, transfer, pledge, assignment or other disposition of the Shares to any person other than Buyer or Merger Sub or Buyer’s designee, (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or otherwise, with respect to the Shares, (iii) purchase or otherwise voluntarily acquire any Company Common Stock or other securities of the Company, except (A) as provided in Section 12 and (B) for such other securities as will constitute Shares subject to the terms hereof, (iv) take any other action that is intendedwould in any way restrict, limit or would reasonably be expected, to materially interfere with, materially delay, or prevent the consummation of the Offer, the Merger or the other Transactions or this Agreement or with the performance by the Company of its obligations under hereunder or the transactions contemplated hereby or (v) do indirectly that which it may not do directly in respect of the restrictions on its rights with respect to the Stockholders’ Shares pursuant to this Section 3(a), including, but not limited to, the sale of any direct or indirect holding company of the Stockholders or the granting of a proxy on the shares of any direct or indirect holding company of the Stockholders which would have, indirectly, the effect prohibited by this Section 3(a); provided, however, that the Stockholder shall be entitled to transfer any and all of the Shares to an affiliate of the Stockholder that undertakes through a binding written agreement with Buyer and Merger Agreement or Sub to be bound by any Stockholder the terms of its obligations under this Agreement. (b) From At any meeting of Stockholders of the date Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement is sought, each Stockholder shall as requested by Buyer or Merger Sub (including, without limitation, by cooperating with Buyer and Merger Sub with respect to the irrevocable proxy granted to Buyer pursuant to Section 7 below), vote (or cause to be voted) such Stockholder’s Shares in favor of this Agreement and until the termination of this AgreementMerger, and without limiting any provision the adoption by the Company of the Merger Agreement in any respect, each Stockholder shall not: (i) continue any solicitation, knowing encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal; (ii) solicit, initiate or knowingly facilitate or knowingly encourage any inquiries regarding, or and the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person (other than Parent, Purchaser or any of their Representatives) any non-public information in connection with or for the purpose of knowingly encouraging or knowingly facilitating, an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iv) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock into the Offer; or (v) support, recommend, endorse or approve any Acquisition Proposal or enter into any letter of intent, support agreement or similar commitment relating to or facilitating an Acquisition Proposal. The foregoing notwithstanding, nothing in this Agreement shall prohibit any Stockholder from taking any action that the Company or its Representatives are permitted to take under Section 6.3 approval of the other transactions contemplated by the Merger Agreement solely in such Stockholder’s capacity as a director or other Representative of the CompanyAgreement. (c) From the date of this Agreement and until the termination of this Agreement, if any Such Stockholder transfers, sells, assigns, pledges or otherwise disposes of any of will exercise all voting rights attaching to such Stockholder’s Subject Shares (includingto oppose any proposed action by the Company, for the avoidance of doubtits stockholders, any of its subsidiaries or any other person which reasonably could be regarded as being directed towards or would be reasonably likely to impede, frustrate, prevent, delay or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement (collectively, “Transfer” (as defined Frustrating Transactions”). Without in any way limiting the foregoing, at any meeting of the Stockholders of the Company Certificate)) or at any adjournment thereof or in each case that would not cause any other circumstances upon which the Stockholder’s vote, consent or result in the conversion of such Subject Shares into shares of Class A Common Stock pursuant to the Company Certificateother approval is sought, such Stockholder shall shall, as requested by Buyer or Merger Sub, vote (or cause to be voted) such Stockholder’s Shares against, (i) any merger agreement or merger (other than the transferee Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Alternative Proposal (collectively, “Alternative Transactions”) or (ii) (A) any change in a majority of the persons who constitute the board of directors of the Company as of the date hereof, (B) any change in the present capitalization of the Company as of the date hereof, (C) any amendment of the Company’s articles of incorporation or by-laws or (D) any action or inaction which reasonably would be expected to result in any such transferbreach, sale, assignment, pledge violation or other disposition to execute and deliver a joinder to this Agreement in a form that is reasonably satisfactory to Parent and Purchaser pursuant to which such transferee agrees to be bound as a Stockholder hereundercontravention of the Merger Agreement. (d) Each Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law; provided, that reasonable notice of any disclosure required by applicable Law shall be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure.

Covenants of the Stockholders. Each Stockholder, severally and not jointly, agrees as follows: (a) Each Stockholder covenants and agrees that such The Stockholder shall notnot (i) tender into any tender or exchange offer or otherwise sell, directly transfer, pledge, assign or indirectlyotherwise dispose of, or enter into any Contract, option or other arrangement (including any profit sharing arrangement) or understanding with respect to the sale, transfer, pledge, assignment or other disposition of the Shares to any person other than Buyer or Merger Sub or Buyer's designee, (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or otherwise, with respect to the Shares, (iii) purchase or otherwise voluntarily acquire any Company Common Stock or other securities of the Company, except (A) as provided in Section 12 and (B) for such other securities as will constitute Shares subject to the terms hereof, (iv) take any other action that is intendedwould in any way restrict, limit or would reasonably be expected, to materially interfere with, materially delay, or prevent the consummation of the Offer, the Merger or the other Transactions or this Agreement or with the performance by the Company of its obligations under hereunder or the transactions contemplated hereby or (v) do indirectly that which it may not do directly in respect of the restrictions on its rights with respect to the Stockholders' Shares pursuant to this Section 3(a), including, but not limited to, the sale of any direct or indirect holding company of the Stockholders or the granting of a proxy on the shares of any direct or indirect holding company of the Stockholders which would have, indirectly, the effect prohibited by this Section 3(a); provided, however, that the Stockholder shall be entitled to transfer any and all of the Shares to an affiliate of the Stockholder that undertakes through a binding written agreement with Buyer and Merger Agreement or Sub to be bound by any Stockholder the terms of its obligations under this Agreement. (b) From At any meeting of Stockholders of the date Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement is sought, each Stockholder shall as requested by Buyer or Merger Sub (including, without limitation, by cooperating with Buyer and Merger Sub with respect to the irrevocable proxy granted to Buyer pursuant to Section 7 below), vote (or cause to be voted) such Stockholder's Shares in favor of this Agreement and until the termination of this AgreementMerger, and without limiting any provision the adoption by the Company of the Merger Agreement in any respect, each Stockholder shall not: (i) continue any solicitation, knowing encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal; (ii) solicit, initiate or knowingly facilitate or knowingly encourage any inquiries regarding, or and the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person (other than Parent, Purchaser or any of their Representatives) any non-public information in connection with or for the purpose of knowingly encouraging or knowingly facilitating, an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iv) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock into the Offer; or (v) support, recommend, endorse or approve any Acquisition Proposal or enter into any letter of intent, support agreement or similar commitment relating to or facilitating an Acquisition Proposal. The foregoing notwithstanding, nothing in this Agreement shall prohibit any Stockholder from taking any action that the Company or its Representatives are permitted to take under Section 6.3 approval of the other transactions contemplated by the Merger Agreement solely in such Stockholder’s capacity as a director or other Representative of the CompanyAgreement. (c) From Such Stockholder will exercise all voting rights attaching to such Stockholder's Shares to oppose any proposed action by the date of this Agreement and until the termination of this AgreementCompany, if any Stockholder transfersits stockholders, sells, assigns, pledges or otherwise disposes of any of such Stockholder’s Subject Shares its subsidiaries or any other person which reasonably could be regarded as being directed towards or would be reasonably likely to impede, frustrate, prevent, delay or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement (includingcollectively, for "Frustrating Transactions"). Without in any way limiting the avoidance foregoing, at any meeting of doubt, any “Transfer” (as defined in the Stockholders of the Company Certificate)) or at any adjournment thereof or in each case that would not cause any other circumstances upon which the Stockholder's vote, consent or result in the conversion of such Subject Shares into shares of Class A Common Stock pursuant to the Company Certificateother approval is sought, such Stockholder shall shall, as requested by Buyer or Merger Sub, vote (or cause to be voted) such Stockholder's Shares against, (i) any merger agreement or merger (other than the transferee Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Alternative Proposal (collectively, "Alternative Transactions") or (ii) (A) any change in a majority of the persons who constitute the board of directors of the Company as of the date hereof, (B) any change in the present capitalization of the Company as of the date hereof, (C) any amendment of the Company's articles of incorporation or by-laws or (D) any action or inaction which reasonably would be expected to result in any such transferbreach, sale, assignment, pledge violation or other disposition to execute and deliver a joinder to this Agreement in a form that is reasonably satisfactory to Parent and Purchaser pursuant to which such transferee agrees to be bound as a Stockholder hereundercontravention of the Merger Agreement. (d) Each Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law; provided, that reasonable notice of any disclosure required by applicable Law shall be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure.

Covenants of the Stockholders. (a) 5.01 Each Stockholder hereby covenants and agrees that that, on and after the date hereof and during the term of this Agreement, such Stockholder shall notwill not sell, directly transfer, assign, pledge, hypothecate or indirectlyotherwise dispose of or limit its right to vote in any manner, or otherwise encumber, any of the Shares which are the subject matter of this Agreement, or enter into any agreement to do any of the foregoing, except pursuant to Sections 1.01, 1.02 and 5.02 hereof. No Stockholder will take any action that is intended, would have the effect of preventing or would reasonably be expected, to materially interfere with, materially delay, disabling such Stockholder from performing his or prevent the consummation of the Offer, the Merger or the other Transactions or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement. (b) From 5.02 Subject in all respects to Sections 2.03 and 2.04 hereof, effective upon the date of this Agreement and until the termination execution of this Agreement, each Stockholder appoints Greg Byrne and without limiting Massimo Candela, and each of them, with power of xxxxxxxxxion xx xxxx, xx xxxxies, (a) to vote the Shares at any provision meeting of stockholders of the Company or any adjournment or adjournments thereof or (b) to execute and deliver consents with respect to the Shares upon any and all such matters as each such proxy or his substitute shall in his sole discretion deem proper. Each Stockholder intends this proxy to be irrevocable and coupled with an interest. Each Stockholder hereby revokes any proxy previously granted by such Stockholder with respect to any of the Shares. Subject in all respects to Sections 2.03 and 2.04 hereof, effective upon the execution and delivery of this Agreement, each Stockholder hereby agrees to vote the Shares in favor of the approval of the Merger and adoption of the Merger Agreement in at any respect, each Stockholder shall not: (i) continue any solicitation, knowing encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal; (ii) solicit, initiate or knowingly facilitate or knowingly encourage any inquiries regarding, or the making meeting of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person (other than Parent, Purchaser or any stockholders of their Representatives) any non-public information in connection with or for the purpose of knowingly encouraging or knowingly facilitating, an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iv) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock into the Offer; or (v) support, recommend, endorse or approve any Acquisition Proposal or enter into any letter of intent, support agreement or similar commitment relating to or facilitating an Acquisition Proposal. The foregoing notwithstanding, nothing in this Agreement shall prohibit any Stockholder from taking any action that the Company or its Representatives are permitted any adjournment or adjournments thereof and in opposition to take under Section 6.3 of any transaction or action inconsistent with the Merger or the Merger Agreement solely in such Stockholder’s capacity as a director or other Representative of the Company. (c) From the date of this Agreement and until the termination of this Agreementand, if any Stockholder transfersrequested by Purchaser, sells, assigns, pledges or otherwise disposes of any of such Stockholder’s Subject Shares (including, for the avoidance of doubt, any “Transfer” (as defined in the Company Certificate)) in each case that would not cause or result in the conversion of such Subject Shares into shares of Class A Common Stock pursuant to the Company Certificate, such Stockholder shall cause the transferee in any such transfer, sale, assignment, pledge or other disposition to execute and deliver a joinder consent to the approval of the Merger and adoption of the Merger Agreement and in opposition to any transaction or action inconsistent with the Merger or the Merger Agreement. 5.03 Each Stockholder shall, as soon as practicable after the execution and delivery of this Agreement Agreement, take all reasonable action required, if any, (i) to obtain all waivers, consents, approvals and agreements of any third parties, including governmental authorities, necessary or advisable to authorize, approve or permit the purchase and sale of Shares pursuant hereto, (ii) to release all encumbrances, if any, on the Shares, and (iii) to cooperate with Purchaser in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties (including government agencies or officials), challenging this Agreement. 5.04 Simultaneously with the purchase of his Shares, each Stockholder who is a form that is reasonably satisfactory to Parent and Purchaser pursuant to which such transferee agrees to be bound director of the Company shall submit his written resignation as a Stockholder hereunderdirector of the Company effective as of the date of such resignation. (d) Each Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law; provided, that reasonable notice of any disclosure required by applicable Law shall be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure.

Covenants of the Stockholders. Each Stockholder, severally and not jointly, covenants and agrees as follows: (a) Each Stockholder covenants and agrees that such Such Stockholder shall not, directly or indirectly, take any action that is intended, or would reasonably be expected, deliver the Written Consent pursuant to materially interfere with, materially delay, or prevent the consummation Section 228 of the Offer, the Merger or the other Transactions or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this AgreementDGCL. (b) Such Stockholder shall not (i) sell, transfer, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, “Transfer”) or, other than this Agreement, enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any of such Stockholder’s Subject Shares to any person (other than pursuant to the Purchase Agreement and the Ancillary Agreements) unless the transferee is an Affiliate of such Stockholder and assumes such Stockholder’s obligations under this Agreement, (ii) convert such Stockholder’s Subject shares into shares of Sonoma Class A Stock or (iii) other than as expressly contemplated by the Purchase Agreement, enter into any new voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any shares of Sonoma Common Stock, and shall not commit or agree to take any of the foregoing actions. (i) Except as permitted by Section 4.02 of the Purchase Agreement, such Stockholder shall, and shall cause each of its Subsidiaries and Representatives to, immediately cease and cause to be terminated all existing discussions and negotiations with any person conducted heretofore with respect to any Competing Proposal. From and after the date of this Agreement and until the termination earlier of the Closing or the date, if any, on which this Agreement is terminated, and except as otherwise provided for in this Agreement or the Purchase Agreement, such Stockholder agrees that it shall not (and without limiting shall not permit any provision of the Merger Agreement in any respectits Subsidiaries to), each Stockholder and that it shall notuse its reasonable best efforts to cause its Representatives not to, directly or indirectly: (i) continue solicit, initiate, cause or knowingly facilitate or encourage (including by way of furnishing information) the submission of any solicitation, knowing encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Competing Proposal; (ii) solicit, initiate or knowingly facilitate or knowingly encourage participate in any inquiries regardingnegotiations, or the making furnish to any person any information relating to Sonoma or any of any proposal or offer that constitutesits Subsidiaries, or would reasonably be expected to lead toin each case, an Acquisition knowingly in connection with a Competing Proposal; (iii) engage in, continue in discussions with any person in an effort to or otherwise participate in any discussions attempt to facilitate or negotiations regarding, or furnish encourage a person to any Person (other than Parent, Purchaser or any of their Representatives) any non-public information in connection with or for the purpose of knowingly encouraging or knowingly facilitating, an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition make a Competing Proposal; (iv) recommend approve or recommend, or propose publicly to approve or recommend, any other holder of Company Common Stock to not tender shares of Company Common Stock into the OfferCompeting Proposal; or (v) support, recommend, endorse or approve any Acquisition Proposal or enter into any letter of intent, support agreement, agreement in principle, memorandum of understanding or similar document or any agreement or similar commitment relating providing for any Competing Proposal. (ii) Notwithstanding anything to or facilitating an Acquisition Proposal. The foregoing notwithstanding, nothing the contrary in this Agreement shall prohibit any Stockholder from taking any action that Agreement, to the Company or its Representatives are extent Sonoma is permitted to take under any actions as set forth in Section 6.3 4.02 of the Merger Purchase Agreement solely with respect to a Competing Proposal and such stockholder has not breached Section 2(c)(i), such Stockholder and its Representatives will be free to participate in any discussions or negotiations regarding such Stockholder’s capacity as a director Competing Proposal (including, without limitation, any related stockholders’ consent or other Representative voting agreement) with the Person making such Competing Proposal and to otherwise take action to the extent Sonoma may take such action, provided that such action by such Stockholder and its Representatives would be permitted to be taken by Sonoma pursuant to Section 4.02(c) of the CompanyPurchase Agreement. (ciii) From the date For purposes of this Agreement Section 2(c), Sonoma and until the termination of this Agreement, if any Stockholder transfers, sells, assigns, pledges or otherwise disposes its Representatives will be deemed not to be Representatives of any of such Stockholder’s Subject Shares (including, for . For the avoidance of doubt, nothing in this Section 2(c) shall affect in any way the obligations of any Person (including Sonoma) under Section 4.02 of the Purchase Agreement. (iv) Notwithstanding the foregoing, the phrase “Transfercause its Subsidiaries”, “not permit its Subsidiaries” (as defined or similar phrases in the Company Certificate)this Section 2(c) in each case that would shall not include an obligation of such Stockholder to cause or result in the conversion of such Subject Shares into shares of Class A Common Stock pursuant not permit Sonoma or its Subsidiaries to the Company Certificate, such Stockholder shall cause the transferee in take any such transfer, sale, assignment, pledge or other disposition to execute and deliver a joinder to this Agreement in a form that is reasonably satisfactory to Parent and Purchaser pursuant to which such transferee agrees to be bound as a Stockholder hereunderaction. (d) Each Prior to the Closing, such Stockholder shall consult with Greystone before issuing, and give Greystone the opportunity to review and comment upon, any press release or other public statements with respect to the Transactions or the Ancillary Transactions, and shall not issue any such press release or make any such public announcement regarding this Agreement or the transactions contemplated hereby without the statement prior written consent of Parent (to such consent not to be unreasonably withheld, conditioned or delayed)consultation, except as may be required by applicable Law; provided, that reasonable notice court process or by obligations pursuant to any listing agreement with any securities exchange or securities quotation system. (e) Such Stockholder hereby agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Sonoma, Greystone or any of their respective successors relating to the negotiation, execution and delivery of this Agreement or the Purchase Agreement or the consummation of the transactions contemplated hereby, the Transactions or any Ancillary Transaction (other than any claims against Greystone to the extent relating to or based upon any alleged breach by Greystone of this Agreement). (f) In furtherance of this Agreement, such Stockholder hereby authorizes and instructs Sonoma to instruct its transfer agent to enter a stop transfer order with respect to all of the Subject Shares with respect to any Transfer not permitted hereunder, and Sonoma hereby agrees to so instruct its transfer agent. (g) Such Stockholder hereby authorizes Sonoma and Greystone to publish and disclose in any announcement or disclosure required by applicable Law shall be provided to Parent, the SEC and such Stockholder will consider in good faith the reasonable comments of Parent Information Statement information with respect to such disclosure Stockholder’s identity and otherwise cooperate with Parent in obtaining confidential treatment with respect to ownership of the Subject Shares, this Agreement and such disclosureStockholder’s obligations under this Agreement.

Covenants of the Stockholders. (a) Each Stockholder hereby covenants and agrees that as follows: 6.1 While this Agreement is in effect, and except as expressly contemplated hereby, not to sell, transfer, pledge, encumber, assign, distribute, gift or otherwise dispose of (collectively, a "Transfer") or enforce or permit the execution of the provisions of any redemption, share purchase or sale, recapitalization or other agreement with the Company or any other person or entity or enter into any contract, option or other arrangement or understanding with respect to any Transfer (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of, any of the Existing Shares beneficially owned by Stockholder, any Shares acquired by Stockholder after the date hereof, any securities exercisable or exchangeable for or convertible into Company Common Stock, any other capital stock of the Company or any interest in any of the foregoing with any person or entity. 6.2 In case of a stock dividend or distribution, or any change in Company Common Stock by reason of any stock dividend or distribution, split- up, recapitalization, combination, exchange of shares or the like, the term "Shares" shall be deemed to refer to and include the Shares as well as all such Stockholder stock dividends and distributions and any securities into which or for which any or all of the Shares may be changed or exchanged or which are received in such transaction. 6.3 During the term of this Agreement it shall not, and shall not authorize any of its representatives to, and shall not permit any of its representatives to, directly or indirectly, (a)solicit, initiate or encourage, or take any other action that is intended, or would reasonably be expected, to materially interfere with, materially delay, or prevent the consummation of the Offerfacilitate, the Merger submission of any Acquisition Proposal or the other Transactions or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement. (b) From the date of this Agreement and until the termination of this Agreement, and without limiting any provision of the Merger Agreement in any respect, each Stockholder shall not: (i) continue any solicitation, knowing encouragement, discussions or negotiations with any Persons that may be ongoing proposal with respect to an Acquisition Proposal; any matter described in Section 6.1 hereof or (ii) solicit, initiate b)participate in or knowingly facilitate or knowingly encourage any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions discussion or negotiations regarding, or furnish to any Person (other than Parent, Purchaser person or any of their Representatives) entity any non-public information in connection with respect to, or for take any other action to facilitate any inquiries or the purpose of knowingly encouraging or knowingly facilitatingmaking of, an Acquisition Proposal or any proposal that constitutes, or offer that would may reasonably be expected to lead to an to, any Acquisition Proposal; (iv) recommend any other holder provided, however, that beginning on the date as of Company Common Stock to not tender shares of Company Common Stock into the Offer; or (v) support, recommend, endorse or approve any Acquisition Proposal or enter into any letter of intent, support agreement or similar commitment relating to or facilitating an Acquisition Proposal. The foregoing notwithstanding, nothing in this Agreement shall prohibit any Stockholder from taking any action that which the Company or its Representatives are permitted has delivered to take under Parent written notice as described in Section 6.3 5.5(c)(ii)(B) of the Merger Agreement solely in such Stockholder’s capacity as a director or other Representative (the "Superior Proposal Notice") and ending when the Company no longer has the right to terminate the Merger Agreement pursuant to Section 7.1(d)(ii) of the Company. (c) From the date of this Agreement and until the termination of this Merger Agreement, if any upon prior written notice to Parent, Stockholder transfers, sells, assigns, pledges or otherwise disposes of any of such Stockholder’s Subject Shares (including, for may furnish information and enter into discussions with the avoidance of doubt, any “Transfer” person making the Superior Proposal (as defined in the Company Certificate)Merger Agreement) in each case that would not cause or result in the conversion of such Subject Shares into shares of Class A Common Stock pursuant giving rise to the Company Certificate, such delivery of the Superior Proposal Notice. Stockholder shall agrees immediately to cease and cause the transferee in any such transfer, sale, assignment, pledge or other disposition to execute and deliver a joinder to this Agreement in a form that is reasonably satisfactory to Parent and Purchaser pursuant to which such transferee agrees to be bound as a Stockholder hereunder. (d) Each Stockholder shall not make terminated any public announcement regarding this Agreement existing activities, discussions or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law; provided, that reasonable notice of negotiations with any disclosure required by applicable Law shall be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent parties conducted heretofore with respect to any possible Acquisition Proposal or any matter described in Section 6.1, and Stockholder will take all necessary steps to inform its respective representatives of the obligations undertaken by Stockholder pursuant to this Section 6.3. 6.4 While this Agreement is in effect, it shall notify Parent promptly (and in any event within one business day) in writing of (i) the number of any additional Shares acquired by Stockholder, if any, after the date hereof and (ii) any such disclosure and otherwise cooperate with Parent in obtaining confidential treatment inquiries or proposals that are received by, any such information which is requested from, or any such negotiations or discussions that are sought to be initiated or continued with, Stockholder with respect to such disclosureany matter described in Section 6.1 or 6.3. 6.5 Stockholder will not take any action which would have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement.

Covenants of the Stockholders. Each Stockholder severally covenants and agrees as follows: (a) Each Stockholder covenants and agrees that At any meeting of the stockholders of the Company called to vote upon the Merger Agreement, the Merger or any other Transactions, or at any adjournment or postponement thereof, or in any other circumstances upon which a vote, consent, adoption or other approval (including by written consent solicitation) with respect to the Merger Agreement, the Merger or any other Transactions is sought, such Stockholder shall notvote (or cause to be voted) all of the Original Shares of such Stockholder and any other Subject Shares then owned of record and beneficially by such Stockholder 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. (b) At any meeting of the stockholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, directly consent, adoption or indirectlyother approval is sought, take the Stockholder shall vote (or cause to be voted) all of the Original Shares of such Stockholder and any other Subject Shares then owned of record and beneficially by such Stockholder against, and shall not consent in writing to (and shall cause not to be consented in writing to), any of the following (or any agreement to enter into, effect, facilitate or support any of the following): (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") or (ii) any amendment of the Company's certificate of incorporation, the Company's by-laws or the Songbird Stockholder Rights Plan or other proposal, action that is intendedor transaction involving the Company or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected, expected to prevent or materially interfere with, materially delay, impede or prevent delay the consummation of the Offer, the Merger or the other Transactions or change in any manner the voting rights of the Songbird Common Stock (collectively, "Frustrating Transactions"). (c) Other than pursuant to this Agreement Agreement, such 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, or the performance by the Company creation or offer of its obligations under any derivative security in respect of, any Subject Shares or Share Acquisition Rights, to or with any person other than pursuant to the Merger Agreement or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares or Share Acquisition Rights, and shall not commit or agree to take any of the foregoing actions; provided that, the foregoing requirements shall not prohibit any Transfer under any Stockholder's will or pursuant to the laws of descent and distribution or any such Transfer to an immediate family member or a family trust for the benefit of immediate family member(s), so long as, in each case, as a precondition to such Transfer the transferee: (x) executes a counterpart of this Agreement; and (y) agrees in writing to hold such Subject Shares or Share Acquisition Rights (or interest in such Subject Shares or Share Acquisition Rights) subject to all of the terms and provisions of this Agreement; and provided, further, that a Stockholder may, with the consent of Parent (which consent shall not be unreasonably withheld), pledge or encumber any Subject Shares or Share Acquisition Rights so long as such pledge or encumbrance would not impair such Stockholder's ability to perform its obligations under this Agreement. Such Stockholder shall not, nor shall such Stockholder permit any entity under such Stockholder's control to, deposit any Subject Shares in a voting trust. (bd) From To the date of this Agreement and until the termination of this Agreementextent reasonably requested by Parent, such Stockholder shall use all commercially reasonable efforts to take, or cause to be taken, all actions, and without limiting to do, or cause to be done, and to assist and cooperate with Parent in doing, all things necessary to consummate, in the most expeditious manner practicable, the Transactions. Such Stockholder shall not commit or agree to take any provision of action inconsistent with the Merger Agreement in any respect, each Transactions. (e) Such Stockholder shall not: , nor shall such Stockholder permit any of its subsidiaries to, and such Stockholder shall use all commercially reasonable efforts to cause its and its subsidiaries' Representatives, directors, officers and employees not to, directly or indirectly, (i) continue any solicitation, knowing encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal; (ii) solicit, initiate or knowingly encourage or facilitate or knowingly encourage (including by way of furnishing nonpublic information) any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an any Acquisition Proposal; Proposal or Frustrating Transaction, (ii) enter into any agreement with respect to any Acquisition Proposal or Frustrating Transaction or (iii) engage inenter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person (other than Parent, Purchaser or any of their Representatives) any non-public information in connection with or for the purpose of knowingly encouraging or knowingly facilitating, an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iv) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock into the Offer; or (v) support, recommend, endorse or approve regarding any Acquisition Proposal or enter into any letter of intent, support agreement or similar commitment relating to or facilitating an Acquisition Proposal. The foregoing notwithstanding, nothing in this Agreement shall prohibit any Stockholder from taking any action that the Company or its Representatives are permitted to take under Section 6.3 of the Merger Agreement solely in such Stockholder’s capacity as a director or other Representative of the CompanyFrustrating Transaction. (cf) From Such Stockholder shall not, nor shall such Stockholder permit any of its subsidiaries to, and such Stockholder shall use all commercially reasonable efforts to cause its and its subsidiaries' Representatives, directors, officers and employees not to, directly or indirectly, issue any press release or make any other public statement with respect to the date of this Agreement and until the termination of Merger Agreement, this Agreement, if the Merger or any Stockholder transfers, sells, assigns, pledges or otherwise disposes of any of such Stockholder’s Subject Shares (including, for the avoidance of doubt, any “Transfer” (as defined in the Company Certificate)) in each case that would not cause or result in the conversion of such Subject Shares into shares of Class A Common Stock pursuant to the Company Certificate, such Stockholder shall cause the transferee in any such transfer, sale, assignment, pledge or other disposition to execute and deliver a joinder to this Agreement in a form that is reasonably satisfactory to Parent and Purchaser pursuant to which such transferee agrees to be bound as a Stockholder hereunder. (d) Each Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby Transactions without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, except as may be required by applicable Law; provided, that reasonable notice of . (g) Such Stockholder hereby waives any disclosure required by applicable Law shall be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent appraisal rights with respect to any and all shares of Songbird Common Stock owned (of record or beneficially) by such disclosure and otherwise cooperate Stockholder in connection with Parent the Merger that such Stockholder may have. (h) Nothing in obtaining confidential treatment with respect this Agreement shall be interpreted as obligating any Stockholder to such disclosureexercise any Share Acquisition Rights.

Covenants of the Stockholders. (a) Each Stockholder covenants and agrees that such Stockholder shall for the benefit of Acquisition that, until the Merger Termination Date, he/she will not: (a) sell, directly transfer, pledge, hypothecate, encumber, assign, tender or indirectly, take any action that is intendedotherwise dispose of, or would reasonably be expectedenter into any contract, option or other arrangement or understanding with respect to materially interfere withthe sale, materially delaytransfer, pledge, hypothecation, encumbrance, assignment, tender or prevent the consummation other disposition of, any of the Offer, the Merger his Shares or the other Transactions or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement.interest therein; (b) From the date of this Agreement and until the termination of other than as expressly contemplated by this Agreement, grant any powers of attorney or proxies or consents in respect of any of such Stockholder's Option Shares, deposit any of such Shares into a voting trust, enter into a voting agreement with respect to any of such Shares or otherwise restrict or take any action adversely affecting the ability of such Stockholder freely to exercise all voting rights with respect thereto; or (c) directly or indirectly through his or her agents and without limiting representatives, initiate, solicit or encourage, any provision inquiries or the making or implementation of any alternative proposal (an "Alternative Proposal") to acquire the Merger Agreement Shares or engage in any respectnegotiations concerning, each or provide any confidential information or data to, or have any discussions with, any person relating to an Alternative Proposal, or otherwise facilitate any effort or attempt to make or implementation Alternative Proposal; and such Stockholder shall not: (i) continue immediately cease and cause to be terminated any solicitationexisting activities, knowing encouragement, including discussions or negotiations with any Persons that may be ongoing parties, conducted heretofore with respect to an Acquisition Proposal; any of the foregoing and will take the necessary steps to inform his or her agents and representatives of the obligations undertaken in this Section 7(c), and (ii) solicitnotify Acquisition immediately if any such inquiries or proposals are received by, initiate or knowingly facilitate or knowingly encourage any inquiries regardingsuch information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, him or her. Notwithstanding anything to the making of any proposal or offer that constitutescontrary contained in Section 7, or would reasonably be expected to lead to, an Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person (other than Parent, Purchaser or any of their Representatives) any non-public information in connection with or for the purpose of knowingly encouraging or knowingly facilitating, an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iv) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock into the Offer; or (v) support, recommend, endorse or approve any Acquisition Proposal or enter into any letter of intent, support agreement or similar commitment relating to or facilitating an Acquisition Proposal. The foregoing notwithstanding, nothing in this Agreement shall prohibit any each Stockholder from taking may take any action that permitted by the Company or its Representatives are permitted to take under provisions of Section 6.3 6.1(d) of the Merger Agreement solely without being in breach of this Section 7. In addition, each Stockholder agrees to (i) deliver one or more certificates evidencing all of such Stockholder’s capacity 's Option Shares (together with any replacement certificates or certificates reflecting additional Shares hereafter acquired by such Stockholder, but less such certificates, representing in the aggregate not more than 18,000 Option Shares as a director or other Representative of the date hereof, as the Stockholders are not able to locate after diligent search thereof, the "Share Certificates") to American Stock Transfer and Trust Company. (c) From , transfer agent for the date Shares, for placement of an appropriate legend reflecting this Agreement and until (ii) keep the termination of this Agreement, if any Stockholder transfers, sells, assigns, pledges or otherwise disposes of any of such Stockholder’s Subject Shares (including, for Share Certificates at all times prior to the avoidance of doubt, any “Transfer” (as defined Expiration Date in the Company Certificate)) in each case safekeeping of the Depositary of the Offer; provided that would not cause or result in the conversion of such Subject Shares into shares of Class A Common Stock pursuant Depositary has delivered to the Company Certificate, Stockholder an agreement in form acceptable to the Stockholder and Acquisition to notify the Stockholder and Acquisition five business days prior to the date such Stockholder shall cause the transferee in any such transfer, sale, assignment, pledge or other disposition to execute and deliver a joinder to this Agreement in a form that is reasonably satisfactory to Parent and Purchaser pursuant to which such transferee agrees Share Certificates are to be bound as a Stockholder hereunderremoved from Depositary's safekeeping. (d) Each Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law; provided, that reasonable notice of any disclosure required by applicable Law shall be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure.

Covenants of the Stockholders. (a) Each Stockholder covenants and severally agrees that such Stockholder shall notnot to: (i) sell, directly transfer, pledge, assign or indirectly, take any action that is intendedotherwise dispose of, or would reasonably be expectedenter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to materially interfere withthe sale, materially delaytransfer, pledge, assignment or prevent the consummation other disposition of, any of the Offer, Shares to any person other than the Merger Purchaser or the other Transactions Purchaser's designee; (ii) deposit any Shares into a voting trust or grant a proxy or enter into a voting agreement with respect to any Shares except as provided in this Agreement or commit or agree to take any of the performance foregoing actions; or (iii) solicit, facilitate, initiate, encourage or take any other action to, and shall direct and to use its best efforts to cause any investment banker, attorney or other advisor or representative of such Stockholder not to, facilitate (including by way of furnishing information) any Acquisition Proposal, other than the Company of its obligations under Offer and the Merger Agreement except in the case of each of clauses (i), (ii) and (iii) in connection with or by resulting from any Stockholder actions permitted under Section 5.4(b) of its obligations under this the Merger Agreement. (b) From Each Stockholder agrees to notify the date of this Agreement Purchaser promptly and until to provide all details requested by the termination of this Agreement, and without limiting any provision of the Merger Agreement in any respect, each Purchaser if such Stockholder shall not: (i) continue be approached or solicited, directly or indirectly, by any solicitation, knowing encouragement, discussions or negotiations with any Persons that may be ongoing person with respect to an Acquisition Proposal; (ii) solicit, initiate or knowingly facilitate or knowingly encourage any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person (other than Parent, Purchaser or any of their Representatives) any non-public information in connection with or for the purpose of knowingly encouraging or knowingly facilitating, an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iv) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock into the Offer; or (v) support, recommend, endorse or approve any Acquisition Proposal or enter into any letter of intent, support agreement or similar commitment relating to or facilitating an Acquisition Proposal. The foregoing notwithstanding, nothing in this Agreement shall prohibit any Stockholder from taking any action that the Company or its Representatives are permitted to take under Section 6.3 of the Merger Agreement solely in such Stockholder’s capacity as a director or other Representative of the Company. (c) From Each Stockholder agrees that at any annual or special meeting of the date stockholders of this Agreement and until the termination of this Agreement, if any Stockholder transfers, sells, assigns, pledges or otherwise disposes of any of such Stockholder’s Subject Shares (including, for the avoidance of doubt, any “Transfer” (as defined in the Company Certificate)) and in each case that would not cause or result in any action by written consent of the conversion stockholders of such Subject Shares into shares of Class A Common Stock pursuant to the Company CertificateCompany, such Stockholder shall cause will (i) vote the transferee Shares in favor of adoption of the Merger Agreement and (ii) vote the Shares against any such transfer, sale, assignment, pledge action or other disposition to execute and deliver a joinder to this Agreement agreement which could result in a form that is reasonably satisfactory to Parent and Purchaser pursuant to which such transferee agrees to be bound as a Stockholder hereunder. (d) Each Stockholder shall not make breach of any public announcement regarding this representation, warranty or covenant of the Company in the Merger Agreement or which could otherwise impede, delay, prevent, interfere with or discourage the transactions contemplated hereby Offer or the Merger including, without the prior written consent of Parent (such consent not to be unreasonably withheldlimitation, conditioned or delayed), except as may be required by applicable Law; provided, that reasonable notice of any disclosure required by applicable Law shall be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosureAcquisition Proposal.

Covenants of the Stockholders. (a) Each Stockholder covenants and agrees that agrees, severally and not jointly, solely with respect to itself, as follows: (a) Throughout the term of this Agreement, at any meeting of the stockholders of the Company, however called, to vote upon the Transaction Consideration Issuance and/or the Name Change Proposal, or at any postponement or adjournment thereof (each such meeting, a “Company Approval Meeting”), such 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, directly whether by the record owner or indirectlyotherwise) all of such Stockholder’s Subject Shares: (A) in favor of the Transaction Consideration Issuance and the Name Change Proposal, take (B) in favor of any action proposal to adjourn a Company Approval Meeting to solicit additional proxies in favor of the approval of the Transaction Consideration Issuance and/or the Name Change Proposal, and (C) against any other action, proposal, agreement or transaction that is intendedintended to, or would could reasonably be expectedexpected to, to materially impair, impede, interfere with, materially delay, postpone, discourage, frustrate the purposes of or prevent otherwise adversely affect (in any respect) the consummation approval of the OfferTransaction Consideration Issuance and/or the Name Change Proposal; provided, that, in each case, each of the Merger Purchase Agreements shall not have been materially amended (a “Material Purchase Agreement Amendment”) without the prior written consent of such Stockholder (such consent to be provided or withheld in accordance with the proviso to Section 8(h) below). Throughout the term of this Agreement, such Stockholder shall not make any public statements that are inconsistent with its support of the Transaction Consideration Issuance or the other Transactions Name Change Proposal or this Agreement or the performance by the Company of publicly propose to do any anything inconsistent with its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreementhereunder. (b) From the date of this Agreement until immediately following a duly convened Company Approval Meeting at which the Transaction Consideration Issuance and until the termination Name Change Proposal have been voted on by the stockholders of the Company (including, if adjourned, following the final adjournment thereof), such Stockholder shall not (i) sell or dispose or transfer Beneficial Ownership of any Subject Shares, or the voting rights with respect thereto (including by way of tendering Subject Shares into a tender or exchange offer, by conversion of Subject Shares), (ii) grant any proxies or powers of attorney with respect to the Subject Shares, deposit any Subject Shares into a voting trust or enter into a voting contract with respect to any Subject Shares, including with respect to any vote on the approval of the Transaction Consideration Issuance or the Name Change Proposal (other than executing a proxy to vote in favor of the Transaction Consideration Issuance and the Name Change Proposal in accordance with, and to give effect to, the terms of this Agreement); (iii), and without limiting or (iii) commit or agree to take any provision of the Merger Agreement actions in any respect, each Stockholder shall not: clauses (i) continue or (ii); provided, that such Stockholder may sell, dispose of, pledge or transfer any solicitationSubject Shares pursuant to any sale, knowing encouragementtransfer, discussions contract or negotiations with other disposition (which, for the avoidance of doubt, excludes any Persons that may be ongoing with respect conversion) to an Acquisition Proposal; acquiror or pledgor, as applicable, that agrees (ii) solicitin writing, initiate or knowingly facilitate or knowingly encourage any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected pursuant to lead to, an Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person (other than Parent, Purchaser or any of their Representatives) any non-public information in connection with or for the purpose of knowingly encouraging or knowingly facilitating, an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iv) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock into the Offer; or (v) support, recommend, endorse or approve any Acquisition Proposal or enter into any letter of intent, support a joinder agreement or similar commitment relating other instrument, in favor of CVC) to or facilitating an Acquisition Proposal. The foregoing notwithstanding, nothing in take such Subject Shares subject to the transferor’s obligations under this Agreement shall prohibit any Stockholder from taking any action that the Company or its Representatives are permitted to take under Section 6.3 of the Merger Agreement solely in such Stockholder’s capacity as (a director or other Representative of the Company. (c) From the date of this Agreement and until the termination of this Agreement“Permitted Transferee”), if any Stockholder transfers, sells, assigns, pledges or otherwise disposes of any of such Stockholder’s Subject Shares (including, for the avoidance of doubt, another Stockholder; provided, further, that the death of any “Transfer” (Stockholder who is an individual person shall itself not be a sale, transfer or disposition of any Subject Shares as defined in long as another Stockholder, a Permitted Transferee or the Company Certificate)) in each case that would not cause or result in the conversion of Stockholder’s estate continues to own such Subject Shares into shares and agrees to perform such Stockholder’s obligations hereunder. Any attempted sale, disposal or transfer of Class A Common Stock pursuant Subject Shares or any interest therein in violation of this Section 4 shall be null and void, and the Company shall refuse to record such attempted sale, disposal or transfer in its books and records. (c) If any involuntary sale, disposal or transfer of any of the Subject Shares shall occur (including a sale by a Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall, to the Company Certificatefullest extent permitted by applicable Law, take and hold such Stockholder Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall cause continue in full force and effect until the transferee in any such transfer, sale, assignment, pledge or other disposition to execute and deliver a joinder to valid termination of this Agreement in a form that is reasonably satisfactory to Parent and Purchaser pursuant to which such transferee agrees to be bound as a Stockholder hereunderAgreement. (d) Each Stockholder shall not make any public announcement regarding Throughout the term of this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheldAgreement, conditioned or delayed), except as may be required by applicable Law; provided, that reasonable notice of any disclosure required by applicable Law shall be provided to Parent, and such Stockholder will consider not, and will not permit any person under such Stockholder’s control, to solicit proxies, or to seek votes, consents or approvals, that are contrary to any of the matters specified in good faith Section 4(a)(ii). (e) Such Stockholder hereby agrees that, in the reasonable comments event (i) of Parent 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 that results in such Stockholder acquiring Beneficial Ownership and the right to vote, or direct the voting, of any additional shares of Company Series B Voting Stock, or (ii) that such Stockholder otherwise acquires Beneficial Ownership and the right to vote, or direct the voting, of any shares of Company Series B Voting Stock, in each case after the execution of this Agreement (including by conversion, operation of Law or otherwise) (collectively, the “New Shares”): (A) such New Shares shall constitute Subject Shares and be subject to the applicable terms of this Agreement, including all covenants, agreements, and obligations set forth herein; and (B) such Stockholder shall ensure that the representations and warranties set forth in Sections 1(a) and 1(b) above shall be true and correct in respect of such New Shares as if they were Original Shares (other than the fact that such New Shares will not be set forth on Schedule A). (f) Notwithstanding anything to the contrary contained herein, such Stockholder is entering into this Agreement solely in its capacity as Beneficial Owner of such Stockholder’s Subject Shares, and nothing herein is intended to or shall limit, affect or restrict any director or officer of the Company or the Buyer in his or her capacity as a director or officer of the Company, the Buyer or any of their respective Subsidiaries (including voting on matters put to such board or any committee thereof, influencing officers, employees, agents, management or the other directors of the Company, the Buyer or any of their respective Subsidiaries and taking any action or making any statement at any meeting of such board or any committee thereof) or in the exercise of his or her fiduciary duties as a director or officer of the Company, the Buyer or any of their respective Subsidiaries. (g) For the avoidance of doubt, (i) other than as expressly contemplated by Section 4, nothing in this Agreement shall be deemed to require such Stockholder to vote in favor of, or to prohibit such Stockholder from taking any action that adversely affects, any other proposal submitted for the approval of the stockholders of the Company and (ii) other than with respect to the Subject Shares, nothing in this Agreement shall be deemed to (x) require such disclosure and Stockholder to vote or refrain from voting any other shares of voting stock of the Company Beneficially Owned by such Stockholder in any manner or (y) sell, transfer or otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosuredispose of any other shares of common stock of the Company.

Covenants of the Stockholders. Each Stockholder severally covenants and agrees as follows: (a) Each Stockholder covenants and agrees that At any meeting of the stockholders of the Company called to vote upon the Merger Agreement, the Merger or any other Transactions, or at any adjournment or postponement thereof, or in any other circumstances upon which a vote, consent, adoption or other approval (including by written consent solicitation) with respect to the Merger Agreement, the Merger or any other Transactions is sought, such Stockholder shall notvote (or cause to be voted) all of the Original Shares of such Stockholder and any other Subject Shares then owned of record and beneficially by such Stockholder 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. (b) At any meeting of the stockholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, directly consent, adoption or indirectlyother approval is sought, take the Stockholder shall vote (or cause to be voted) all of the Original Shares of such Stockholder and any other Subject Shares then owned of record and beneficially by such Stockholder against, and shall not consent in writing to (and shall cause not to be consented in writing to), any of the following (or any agreement to enter into, effect, facilitate or support any of the following): (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”) or (ii) any amendment of the Company’s certificate of incorporation, the Company’s by-laws or the Songbird Stockholder Rights Plan or other proposal, action that is intendedor transaction involving the Company or any of its stockholders, which amendment or other proposal, action or transaction would reasonably be expected, expected to prevent or materially interfere with, materially delay, impede or prevent delay the consummation of the Offer, the Merger or the other Transactions or change in any manner the voting rights of the Songbird Common Stock (collectively, “Frustrating Transactions”). (c) Other than pursuant to this Agreement Agreement, such 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, or the performance by the Company creation or offer of its obligations under any derivative security in respect of, any Subject Shares or Share Acquisition Rights, to or with any person other than pursuant to the Merger Agreement or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares or Share Acquisition Rights, and shall not commit or agree to take any of the foregoing actions; provided that, the foregoing requirements shall not prohibit any Transfer under any Stockholder’s will or pursuant to the laws of descent and distribution or any such Transfer to an immediate family member or a family trust for the benefit of immediate family member(s), so long as, in each case, as a precondition to such Transfer the transferee: (x) executes a counterpart of this Agreement; and (y) agrees in writing to hold such Subject Shares or Share Acquisition Rights (or interest in such Subject Shares or Share Acquisition Rights) subject to all of the terms and provisions of this Agreement; and provided, further, that a Stockholder may, with the consent of Parent (which consent shall not be unreasonably withheld), pledge or encumber any Subject Shares or Share Acquisition Rights so long as such pledge or encumbrance would not impair such Stockholder’s ability to perform its obligations under this Agreement. Such Stockholder shall not, nor shall such Stockholder permit any entity under such Stockholder’s control to, deposit any Subject Shares in a voting trust. (bd) From To the date of this Agreement and until the termination of this Agreementextent reasonably requested by Parent, such Stockholder shall use all commercially reasonable efforts to take, or cause to be taken, all actions, and without limiting to do, or cause to be done, and to assist and cooperate with Parent in doing, all things necessary to consummate, in the most expeditious manner practicable, the Transactions. Such Stockholder shall not commit or agree to take any provision of action inconsistent with the Merger Agreement in any respect, each Transactions. (e) Such Stockholder shall not: , nor shall such Stockholder permit any of its subsidiaries to, and such Stockholder shall use all commercially reasonable efforts to cause its and its subsidiaries’ Representatives, directors, officers and employees not to, directly or indirectly, (i) continue any solicitation, knowing encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal; (ii) solicit, initiate or knowingly encourage or facilitate or knowingly encourage (including by way of furnishing nonpublic information) any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an any Acquisition Proposal; Proposal or Frustrating Transaction, (ii) enter into any agreement with respect to any Acquisition Proposal or Frustrating Transaction or (iii) engage inenter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person (other than Parent, Purchaser or any of their Representatives) any non-public information in connection with or for the purpose of knowingly encouraging or knowingly facilitating, an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iv) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock into the Offer; or (v) support, recommend, endorse or approve regarding any Acquisition Proposal or enter into any letter of intent, support agreement or similar commitment relating to or facilitating an Acquisition Proposal. The foregoing notwithstanding, nothing in this Agreement shall prohibit any Stockholder from taking any action that the Company or its Representatives are permitted to take under Section 6.3 of the Merger Agreement solely in such Stockholder’s capacity as a director or other Representative of the CompanyFrustrating Transaction. (cf) From Such Stockholder shall not, nor shall such Stockholder permit any of its subsidiaries to, and such Stockholder shall use all commercially reasonable efforts to cause its and its subsidiaries’ Representatives, directors, officers and employees not to, directly or indirectly, issue any press release or make any other public statement with respect to the date of this Agreement and until the termination of Merger Agreement, this Agreement, if the Merger or any Stockholder transfers, sells, assigns, pledges or otherwise disposes of any of such Stockholder’s Subject Shares (including, for the avoidance of doubt, any “Transfer” (as defined in the Company Certificate)) in each case that would not cause or result in the conversion of such Subject Shares into shares of Class A Common Stock pursuant to the Company Certificate, such Stockholder shall cause the transferee in any such transfer, sale, assignment, pledge or other disposition to execute and deliver a joinder to this Agreement in a form that is reasonably satisfactory to Parent and Purchaser pursuant to which such transferee agrees to be bound as a Stockholder hereunder. (d) Each Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby Transactions without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, except as may be required by applicable Law; provided, that reasonable notice of . (g) Such Stockholder hereby waives any disclosure required by applicable Law shall be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent appraisal rights with respect to any and all shares of Songbird Common Stock owned (of record or beneficially) by such disclosure and otherwise cooperate Stockholder in connection with Parent the Merger that such Stockholder may have. (h) Nothing in obtaining confidential treatment with respect this Agreement shall be interpreted as obligating any Stockholder to such disclosureexercise any Share Acquisition Rights.