Common use of Covenants of the Stockholders Clause in Contracts

Covenants of the Stockholders. Until the valid termination of the provisions of this Section 3 pursuant to Section 8, the Stockholders agree as follows: (a) At any meeting of stockholders of CT called to vote upon the Warrant Issuance (as such term is defined in the Venture Agreement) or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Warrant Issuance is sought, the Stockholders shall vote (or cause to be voted) all shares of CT Common Stock they own or have voting control over in favor of the Warrant Issuance. (b) At any meeting of stockholders of CT or at any adjournment thereof or in any other circumstances upon which the Stockholders' vote, consent or other approval is sought, the Stockholders shall vote (or cause to be voted) all shares of CT Common Stock owned by them or over which they have voting control against any amendment of CT's charter and amended and restated bylaws or other proposal or transaction involving CT or any of its subsidiaries, which amendment or other proposal or transaction would reasonably be expected in any manner to impede, frustrate, prevent or nullify CT's ability or obligation to consummate or effect the Warrant Issuance. (c) The Stockholders shall not (i) Transfer or Otherwise Dispose (as hereinafter defined) of, or enter into any agreement or other arrangement with respect to, the Owned Shares to any person, (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power of attorney or otherwise with respect to, the Owned Shares, except as provided in this Agreement or (iii) take any other action that would reasonably be expected in any way to restrict, limit, or interfere with the performance of their obligations hereunder. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to restrict or prohibit the ability of (i) each Stockholder to transfer shares to immediate family members or trusts or other entities in connection with estate planning objectives, provided that such transferee agrees in writing to be bound by the terms of this Agreement as though such transferee were a Stockholder, and that notice and a copy of such agreement are provided to General XXXX XX prior to such transfer or (ii) each Stockholder from pledging its shares of CT Common Stock to any nationally recognized financial institution as collateral for a bona fide third party loan or from using its shares of CT Common Stock as collateral for a bona fide third party margin loan with a nationally recognized financial institution or broker/dealer, provided, that, if the aggregate fair market value of all of the collateral securing such loan or margin loan as of the date the CT Common Stock is first pledged or used as collateral is less than two (2) times the amount of such loan or margin loan, such financial institution or broker/dealer agrees in writing to be bound by the terms of this Agreement following a foreclosure on the CT Common Stock as though such pledge or margin credit provider were a Stockholder, and that notice and a copy of such agreement are provided to General XXXX XX immediately following such agreement. For purposes of this Agreement, "Transfer or Otherwise Dispose" means any sale, exchange, redemption, assignment, gift, grant of a security interest, pledge or other encumbrance, or the creation of any other claim thereto or any other transfer or disposition whatsoever (including involuntary sales, exchanges, transfers or other dispositions, and whether or not for cash or other consideration) affecting the right, title, interest or possession in, to or of CT Common Stock.

Covenants of the Stockholders. Until the valid termination of the provisions of this Section 3 pursuant to Section 8, the Stockholders agree Each Stockholder covenants and agrees as follows: (a) At any meeting of the stockholders of CT the Company called to vote upon the Warrant Issuance (as Merger Agreement, the Merger, any of the other transactions contemplated by the Merger Agreement or any other transaction pursuant to which Parent or Sub proposes to acquire the Company, whether by merger or otherwise, in which stockholders of the Company would receive consideration per share of Company Common Stock in cash equal to or greater than the consideration to be received by such term is defined stockholders in the Venture Merger (an "Increased Acquisition Proposal"), or at any adjournment thereof, or in any other circumstances upon which a vote or other approval with respect to the Merger Agreement, the Merger, any of the other transactions contemplated by the Merger Agreement or any Increased Acquisition Proposal is sought, the Stockholder shall vote (or cause to be voted) all of the Subject Shares in favor of the approval and adoption of the Merger Agreement, the Merger and the terms thereof, each of the other transactions contemplated by the Merger Agreement or any Increased Acquisition Proposal. (b) At any meeting of the stockholders of the Company or at any adjournment thereof or in any other circumstances upon which a vote, consent vote or other approval with respect to the Warrant Issuance is sought, the Stockholders Stockholder shall vote (or cause to be voted) all shares of CT Common Stock they own or have voting control over in favor of the Warrant Issuance. Subject Shares against any of the following: (bi) At any meeting merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of stockholders substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of CT or at by the Company, (ii) any adjournment thereof Alternative Acquisition Proposal or in any other circumstances upon which the Stockholders' vote, consent or other approval is sought, the Stockholders shall vote (or cause to be votediii) all shares of CT Common Stock owned by them or over which they have voting control against any amendment of CTthe Company's charter and amended and restated bylaws certificate of incorporation or by-laws or other proposal proposal, action or transaction involving CT the Company or any of the Company Subsidiaries or any of its subsidiariesstockholders, which amendment or other proposal proposal, action or transaction would reasonably be expected in any manner to impede, frustrate, prevent or nullify CT's ability delay the consummation of the Merger or obligation the other transactions contemplated by the Merger Agreement or this Agreement or change in any manner the voting rights of the holders of Company Common Stock (collectively, "Frustrating Transactions"). The Stockholder shall not commit to consummate or effect agree to take any action inconsistent with the Warrant Issuanceforegoing or that would otherwise facilitate a Frustrating Transaction. Notwithstanding the foregoing, nothing herein shall preclude a Stockholder from voting for or otherwise approving an Increased Acquisition Proposal as set forth in Section 3(a) of this Agreement. (c) The Stockholders Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or consent to or permit any Transfer of, any Subject Shares or Otherwise Dispose (as hereinafter defined) ofany interest therein, or enter into any agreement loan or credit agreement, bond, debenture, note, mortgage, indenture, lease or other arrangement contract, commitment, agreement, option, instrument, arrangement, understanding, obligation or undertaking, with respect toto the Transfer (including any profit sharing or other derivative arrangement) of any Subject Shares or any interest therein, the Owned Shares to any personPerson other than pursuant to this Agreement or the Merger Agreement, (ii) enter into any voting arrangement, whether by proxy, voting agreementagreement or otherwise, voting trust, power of attorney or otherwise with respect toto any Subject Shares and shall not commit or agree to take any of the foregoing actions, the Owned Shares, except as provided in other than pursuant to this Agreement or (iii) take any other action that would reasonably be expected in any way to restrict, limit, limit or interfere with the performance of their the Stockholder's obligations hereunder. Notwithstanding the foregoing, nothing contained in under this Agreement or the transactions contemplated hereby. The Stockholder shall be deemed to restrict not, nor shall the Stockholder permit any entity under the Stockholder's control to, deposit any Subject Shares in a voting trust. (d) The Stockholder shall not, nor shall the Stockholder authorize or prohibit permit any investment banker, attorney, accountant or other advisor or representative of the ability of Stockholder to, directly or indirectly, (i) each Stockholder solicit, initiate, facilitate, encourage, engage in discussions or negotiate with any Person or take any other action intended or designed to transfer shares facilitate any inquiry or effort of any Person relating to immediate family members or trusts any Alternative Acquisition or other entities in connection with estate planning objectivesFrustrating Transaction, provided that such transferee agrees in writing to be bound by the terms of this Agreement as though such transferee were a Stockholder, and that notice and a copy of such agreement are provided to General XXXX XX prior to such transfer or (ii) each Stockholder from pledging its shares of CT Common Stock provide information with respect to the Company or any Company Subsidiary to any nationally recognized financial institution as collateral Person relating to a possible Alternative Acquisition or (iii) enter into any agreement with respect to any proposal for a bona fide third party loan an Alternative Acquisition or from using its shares of CT Common Stock as collateral for a bona fide third party margin loan with a nationally recognized financial institution or broker/dealer, provided, that, if the aggregate fair market value of all of the collateral securing such loan or margin loan as of the date the CT Common Stock is first pledged or used as collateral is less than two (2) times the amount of such loan or margin loan, such financial institution or broker/dealer agrees other Frustrating Transaction. The Stockholder shall promptly advise Parent and Sub orally and in writing of any Alternative Acquisition Proposal or inquiry made to the Stockholder with respect to, or that could reasonably be bound expected to lead to, any Alternative Acquisition Proposal or other Frustrating Transaction. The Stockholder shall immediately cease participating in any discussions or negotiations with any parties that may be ongoing with respect to any proposal that constitutes, or reasonably may be expected to lead to, an Alternative Acquisition Proposal. (e) The Stockholder hereby consents to and approves the actions taken by the terms of this Company Board in approving the Merger Agreement following a foreclosure on the CT Common Stock as though such pledge or margin credit provider were a Stockholder, and that notice and a copy of such agreement are provided to General XXXX XX immediately following such agreement. For purposes of this Agreement, "Transfer or Otherwise Dispose" means any sale, exchange, redemption, assignment, gift, grant of a security interest, pledge or the Merger and the other encumbrance, or transactions contemplated by the creation of any other claim thereto or any other transfer or disposition whatsoever (including involuntary sales, exchanges, transfers or other dispositions, and whether or not for cash or other consideration) affecting the right, title, interest or possession in, to or of CT Common StockMerger Agreement.

Covenants of the Stockholders. Until the valid termination of the provisions of this Agreement in accordance with Section 3 pursuant to Section 86, the Stockholders each agree as follows: (a) At any meeting of stockholders of CT the Company called to vote upon the Warrant Issuance (as such term is defined in approval and adoption of the Venture Agreement) 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 Warrant Issuance Merger and the Merger Agreement is sought, the Stockholders shall vote (or cause to be voted) all shares of CT Common Stock they own or have voting control over the Subject Shares in favor of such proposals and any of the Warrant Issuanceother transactions contemplated by the Merger Agreement. (b) At any meeting of the stockholders of CT the Company or at any adjournment thereof or in any other circumstances upon which the Stockholders' vote, consent or other approval is sought, the Stockholders shall vote (or cause to be voted) all shares the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of CT Common Stock owned substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by them the Company or over which they have voting control against any other takeover proposal or Acquisition Proposal as such term is defined in Section 5.5(c) of the Merger Agreement (an "Acquisition Proposal") or (ii) any amendment of CTthe Company's charter and amended and restated certificate of incorporation or bylaws or other proposal or transaction involving CT the Company or any of its subsidiaries, which amendment or other proposal or transaction would reasonably be expected in any manner to impede, frustrate, prevent or nullify CT's ability the Merger, the Merger Agreement or obligation any of the other transactions contemplated by the Merger Agreement or change in any manner the voting rights of the Capstar Class A Common Stock, Capstar Class C Common Stock, or the Class B Common Stock, $0.01 par value, of the Company. The Stockholders further agree not to consummate commit or effect agree to take any action inconsistent with the Warrant Issuanceforegoing. (c) The Except as provided in the immediately succeeding sentence of this Section 3(c), the Stockholders shall agree not to (i) Transfer sell, transfer, pledge, assign or Otherwise Dispose otherwise dispose of (as hereinafter definedincluding by gift) of(collectively, the "Transfer"), or enter into any agreement contract, option or other arrangement (including any profit sharing agreement) with respect to, to the Owned Transfer of the Subject Shares to any personperson other than pursuant to the terms of the Merger, or (ii) enter into any voting arrangement, whether by proxy, voting agreementagreement or otherwise, voting trustin connection with, power of attorney directly or otherwise with respect toindirectly, the Owned Sharesany Acquisition Proposal, except as provided in this Agreement and agrees not to commit or (iii) agree to take any other action that would reasonably be expected in any way to restrict, limit, or interfere with of the performance of their obligations hereunderforegoing actions. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to restrict or prohibit the ability of (i) each Stockholder to transfer shares to immediate family members or trusts or other entities in connection with estate planning objectives, provided that such transferee agrees in writing to be bound by the terms of this Agreement as though such transferee were a Stockholder, and that notice and a copy of such agreement are provided to General XXXX XX prior to such transfer or (ii) each Stockholder from pledging its shares of CT Common Stock to any nationally recognized financial institution as collateral for a bona fide third party loan or from using its shares of CT Common Stock as collateral for a bona fide third party margin loan with a nationally recognized financial institution or broker/dealer, provided, that, if the aggregate fair market value of all of the collateral securing such loan or margin loan as of the date the CT Common Stock is first pledged or used as collateral is less than two (2) times the amount of such loan or margin loan, such financial institution or broker/dealer agrees in writing to be bound by the terms of this Agreement following a foreclosure on the CT Common Stock as though such pledge or margin credit provider were a Stockholder, and that notice and a copy of such agreement are provided to General XXXX XX immediately following such agreement. For purposes of this Agreement, "Transfer or Otherwise Dispose" means any sale, exchange, redemption, assignment, gift, grant of a security interest, pledge or other encumbrance, or the creation of any other claim thereto or any other transfer or disposition whatsoever (including involuntary sales, exchanges, transfers or other dispositions, and whether or not for cash or other consideration) affecting the right, title, interest or possession in, to or of CT Common Stock.Stockholders

Covenants of the Stockholders. Until the valid termination of the provisions of this Section 3 pursuant to Section 8, the Stockholders agree as follows: (a) At any meeting of stockholders of CT called to vote upon the Warrant Issuance (as such term is defined in the Venture Agreement) or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Warrant Issuance is sought, the Stockholders shall vote (or cause to be voted) all shares of CT Common Stock they own or have voting control over in favor of the Warrant Issuance. (b) At any meeting of stockholders of CT or at any adjournment thereof or in any other circumstances upon which the Stockholders' vote, consent or other approval is sought, the Stockholders shall vote (or cause to be voted) all shares of CT Common Stock owned by them or over which they have voting control against any amendment of CT's charter and amended and restated bylaws or other proposal or transaction involving CT or any of its subsidiaries, which amendment or other proposal or transaction would reasonably be expected in any manner to impede, frustrate, prevent or nullify CT's ability or obligation to consummate or effect the Warrant Issuance. (c) The Stockholders shall not (i) Transfer or Otherwise Dispose (as hereinafter defined) of, or enter into any agreement or other arrangement with respect to, the Owned Shares to any person, (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power of attorney or otherwise with respect to, the Owned Shares, except as provided in this Agreement and the Voting and Lockup Agreement or (iii) take any other action that would reasonably be expected in any way to restrict, limit, or interfere with the performance of their obligations hereunder. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to restrict or prohibit the ability of (i) each Stockholder to transfer shares to immediate family members or trusts or other entities in connection with estate planning objectives, provided that such transferee agrees in writing to be bound by the terms of this Agreement as though such transferee were a Stockholder, and that notice and a copy of such agreement are provided to General XXXX XX prior to such transfer or transfer, (ii) each Stockholder from pledging up to a number of its shares of CT Common Stock to any nationally recognized financial institution as collateral for a bona fide third party loan or from using up to a number of its shares of CT Common Stock as collateral for a bona fide third party margin loan with a nationally recognized financial institution or broker/dealer, provided, that, if dealer equal to the aggregate fair market value maximum number of all shares that may be pledged pursuant to the Voting and Lockup Agreement or (iii) CMH to enter into an agreement with the respect to the voting and Disposition of the collateral securing such loan or margin loan as shares of the date the CT Common Stock is first pledged or used as collateral is less than two between and among CMH and Veqtor Finance Company, L.L.C. and JRK Investment Partnership, LP (2) times the amount "JCV Group"), provided that the obligations of such loan or margin loan, such financial institution or broker/dealer agrees CMH in writing to be bound by the terms of this Agreement following a foreclosure on the CT Common Stock as though such pledge or margin credit provider were a Stockholder, and that notice and a copy of such agreement are provided expressly subordinate to General XXXX XX immediately following the obligations of CMH hereunder and there are no parties to such agreementagreement other than the JCV Group. For purposes of this Agreement, "Transfer or Otherwise Dispose" means any sale, exchange, redemption, assignment, gift, grant of a security interest, pledge or other encumbrance, or the creation of any other claim thereto or any other transfer or disposition whatsoever (including involuntary sales, exchanges, transfers or other dispositions, and whether or not for cash or other consideration) affecting the right, title, interest or possession in, to or of CT Common Stock.

Covenants of the Stockholders. Until (a) Except as provided in this Agreement, each Stockholder shall not, during the valid termination term of this Agreement, without the prior written consent of the provisions of this Section 3 pursuant to Section 8Company, the Stockholders agree as followsdirectly or indirectly: (ai) At grant any meeting proxies or powers of stockholders attorney or enter into any voting trust or agreement, understanding or arrangement of CT called to vote upon the Warrant Issuance (as such term is defined in the Venture Agreement) or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval whatever nature with respect to the Warrant Issuance is sought, the Stockholders shall vote (or cause to be voted) all shares of CT Common Stock they own or have voting control over in favor of the Warrant Issuance. (bVoting Shares with respect to the matters set forth in Section 1(a) At any meeting of stockholders of CT above or at any adjournment thereof or in any other circumstances upon which the Stockholders' vote, consent or other approval is sought, the Stockholders shall vote (or cause to be voted) all shares of CT Common Stock owned by them or over which they have voting control against any amendment of CT's charter and amended and restated bylaws or other proposal or transaction involving CT or any of its subsidiaries, which amendment or other proposal or transaction that would reasonably be expected in any manner to impede, frustrate, prevent or nullify CT's ability or obligation to consummate or effect the Warrant Issuance. (c) The Stockholders shall not (i) Transfer or Otherwise Dispose (as hereinafter defined) ofadversely affect, or enter into any agreement be inconsistent or other arrangement interfere with respect to, such Stockholder’s ability to vote the Owned Voting Shares in accordance with Section 1(a) above or such Stockholder’s ability to any person, grant and the Board of Directors’ ability to exercise the irrevocable proxy and power of attorney pursuant to Section 2 above; (ii) enter into any voting arrangementpledge, encumber or create a lien, whether voluntarily or involuntarily or by proxyoperation of law, voting agreementthat would adversely affect, voting trust, or be inconsistent or interfere with such Stockholder’s ability to vote the Voting Shares in accordance with Section 1(a) above or such Stockholder’s ability to grant and the Board of Directors’ ability to exercise the irrevocable proxy and power of attorney or otherwise with respect to, the Owned Shares, except as provided in this Agreement or pursuant to Section 2 above; or (iii) take any other action that would reasonably adversely affect, or be expected in any way to restrict, limit, inconsistent or interfere with such Stockholder’s ability to vote the performance Voting Shares in accordance with Section 1(a) above or such Stockholder’s ability to grant and the Board of their obligations hereunder. Notwithstanding Directors’ ability to exercise the foregoingirrevocable proxy and power of attorney pursuant to Section 2 above. (b) Each Stockholder shall cause any Stockholder Affiliate who currently is or who may in the future become the Beneficial Owner of any shares of Common Stock of the Company to execute, nothing contained in deliver and agree to become bound by and subject to the terms and conditions of this Agreement shall be deemed with respect to restrict all such shares of Common Stock of the Company. Any purported transfer of Voting Shares or prohibit the ability of (i) Other Securities by each Stockholder to a Stockholder Affiliate in violation of this covenant shall be void and of no force or effect, and no such transfer shares shall be made or recorded on the books of the Company. (c) Each Stockholder acknowledges that it is aware that U.S. securities laws would prohibit any person who has material non-public information about a company from purchasing or selling, directly or indirectly, securities of such company (including entering into hedge transactions involving such securities), or from communicating such information to immediate family members or trusts or any other entities person under circumstances in connection with estate planning objectives, provided which it is reasonably foreseeable that such transferee agrees in writing person is likely to be bound by the terms of this Agreement as though purchase or sell such transferee were a Stockholdersecurities. Each Stockholder will not use or permit any third party to use, and will use its best efforts to assure that notice and a copy of such agreement are provided to General XXXX XX prior to such transfer no Stockholder Affiliate uses or (ii) each Stockholder from pledging its shares of CT Common Stock to permits any nationally recognized financial institution as collateral for a bona fide third party loan or from using its shares of CT Common Stock to use, any Confidential Information (as collateral for a bona fide third party margin loan with a nationally recognized financial institution or broker/dealer, provided, that, if the aggregate fair market value of all defined below) of the collateral securing such loan Company in contravention of U.S. securities laws. Each Stockholder will not trade on or margin loan as of the date the CT Common Stock is first pledged or used as collateral is less than two (2) times the amount of such loan or margin loan, such financial institution or broker/dealer agrees in writing to be bound by the terms of this Agreement following a foreclosure on the CT Common Stock as though such pledge or margin credit provider were a Stockholderotherwise use any Confidential Information for personal gain, and will use its best efforts to assure that notice and a copy of such agreement are provided no Stockholder Affiliate trades on or otherwise uses any Confidential Information for personal gain. This Agreement does not grant any Stockholder or Stockholder Affiliate any right in or to General XXXX XX immediately following such agreementthe Confidential Information under any intellectual property principles or laws. For purposes of this Agreement, "Transfer or Otherwise Dispose" means any sale, exchange, redemption, assignment, gift, grant of a security interest, pledge or other encumbrance, or the creation of any other claim thereto or any other transfer or disposition whatsoever (including involuntary sales, exchanges, transfers or other dispositions, and whether or not for cash or other consideration) affecting the right, title, interest or possession in, to or of CT Common Stock.“Confidential Information” means:

Covenants of the Stockholders. Until the valid termination of the provisions of this Section 3 pursuant Each Stockholder covenants and agrees, severally and not jointly and severally, solely with respect to Section 8itself, the Stockholders agree as follows: (a) At any meeting of the stockholders of CT Parent called to vote upon the Warrant Parent Common Stock Reorganization, the Parent Common Stock Exchange and the Merger Consideration Issuance, or at any postponement or adjournment thereof permitted by the Merger Agreement, such Stockholder shall (i) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted) all of such Stockholder’s Subject Shares in favor of the Parent Common Stock Reorganization, the Parent Common Stock Exchange and the Merger Consideration Issuance; provided that, in each case, the Merger Agreement shall not have been materially amended, and no material provision thereunder shall have been waived by Parent, in any manner that (i) increases the amount of, or changes the form or allocation of, the Merger Consideration (as defined in the Merger Agreement) payable under the Merger Agreement, (ii) amends the conditions precedent set forth in Article VI of the Merger Agreement, or adds new conditions or modifies any existing conditions to the consummation of the Merger, the Parent Common Stock Reorganization or the Parent Common Stock Exchange, (iii) amends Exhibits A-0, X-0, X-0, X-0 or A-5 to the Merger Agreement, (iv) amends the definition of “Company Material Adverse Effect” or “Parent Material Adverse Effect” set forth in the Merger Agreement, (v) amends any provision of the Merger Agreement in any other material manner, or (vi) in each case has the effect of any of the foregoing (any such amendment or waiver described in clauses (i)-(vi), a “Fundamental Merger Amendment”), in each case without the prior written consent of such Stockholder, and no Fundamental Exchange Amendment shall have occurred. (b) At any meeting of the stockholders of Parent called to vote upon the Exchange Stock Issuance, or at any postponement or adjournment thereof, as permitted by the Exchange Agreement, such Stockholder shall (i) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted) all of such Stockholder’s Subject Shares in favor of the Exchange Stock Issuance and each of the other transactions contemplated by the Exchange Agreement, provided, that in each case, the Exchange Agreement shall not have been amended, and no provision thereunder shall have been waived by Parent, in any manner that (i) increases the amount of, or changes the form or allocation of, the Lionsgate Exchange Consideration or the Lionsgate Alternate Cash Consideration (as such term is terms are defined in the Venture Exchange Agreement) payable under the Exchange Agreement, (ii) amends the conditions precedent set forth in Article V of the Exchange Agreement, or adds new conditions or modifies any existing conditions to the consummation of the Exchange, (iii) amends any provision of the Exchange Agreement in any other material manner or (iv) in each case has the effect of any of the foregoing (any such amendment or waiver described in clauses (i)-(iv), a “Fundamental Exchange Amendment”), in each case without the prior written consent of such Stockholder, and no Fundamental Merger Amendment shall have occurred. (c) At any meeting of the stockholders of Parent or at any postponement or adjournment thereof or in any other circumstances upon which a vote, consent adoption or other approval with respect to the Warrant Issuance of Parent’s stockholders is sought, the Stockholders such Stockholder shall vote (or cause to be voted) all shares of CT Common Stock they own or have voting control over in favor such Stockholder’s Subject Shares against each of the Warrant Issuance. following: (bi) At any meeting of stockholders of CT Alternative Parent Transaction Proposal or at any adjournment thereof or in any other circumstances upon which the Stockholders' vote, consent or other approval is sought, the Stockholders shall vote agreement relating thereto and (or cause to be votedii) all shares of CT Common Stock owned by them or over which they have voting control against any amendment of CT's charter and amended and restated bylaws or the Articles of Parent (other proposal or transaction involving CT than pursuant the Merger Agreement) or any other proposal, action, agreement or transaction, which, in the case of its subsidiariesthis clause (ii), which amendment or other proposal or transaction would reasonably be expected to (A) result in a breach of any covenant, agreement, obligation, representation or warranty of Parent contained in the Merger Agreement (provided that the Company has advised the Stockholder of such asserted breach in writing at least three Business Days prior to the applicable vote) or of such Stockholder contained in this Agreement, (B) prevent, impede, interfere with, delay, discourage or adversely affect the consummation of the transactions contemplated by the Merger Agreement, or (C) change in any manner (other than as contemplated by the Parent Common Stock Reorganization, the Parent Common Stock Exchange and the Merger Consideration Issuance) the voting rights of the Parent Common Stock (the matters described in clauses (i) and (ii), collectively, the “Vote-Down Matters”). For the avoidance of doubt, nothing in this Agreement shall be deemed to impedeprohibit such Stockholder from voting any Subject Shares (x) in a manner required by the Standstill Agreement or (y) in favor of any vote, frustrate, prevent adoption of other approval permitting such Stockholder and/or its Affiliates to participate in any equity or nullify CT's ability or obligation to consummate or effect the Warrant Issuancedebt financing of Parent. (cd) The Stockholders Such Stockholder shall not not, nor shall it authorize or permit any of its Controlled Affiliates (as defined below) or its and their directors, officers or employees to, directly or indirectly, (i) solicit, initiate or knowingly facilitate (including by way of furnishing information), induce or knowingly encourage any inquiries or the making of any proposal or offer (including any proposal or offer to the Parent Stockholders) that constitutes or would reasonably be expected to lead to an Alternative Parent Transaction Proposal, or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Parent Transaction Proposal. Such Stockholder shall, and shall cause its Controlled Affiliates and its and their directors, officers and employees to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Person with respect to any Alternative Parent Transaction Proposal. Such Stockholder shall use commercially reasonable efforts to cause the financial advisors, legal counsel and other representatives of such Stockholder and its Controlled Affiliates to comply with this Section 3(d). (e) Until March 27, 2017, such Stockholder shall not, and shall not commit or agree to, directly or indirectly, (i) sell, transfer, pledge, encumber, exchange, assign, tender or otherwise dispose of (collectively, “Transfer”), or consent to or permit any Transfer of, any Subject Shares (or Otherwise Dispose (as hereinafter definedany interest therein) ofor any rights to acquire any securities or equity interests of Parent, or enter into any agreement Contract, option, call or other arrangement with respect toto the Transfer (including any profit-sharing or other derivative arrangement) of any Subject Shares (or any interest therein) or any rights to acquire any securities or equity interests of Parent, the Owned Shares to any personPerson, unless in each case prior to any such Transfer (or execution of any such Contract or other arrangement) the proposed transferee of such Stockholder’s Subject Shares or rights agrees in writing to be bound to the transferring Stockholder’s obligations hereunder with respect to the applicable Subject Shares or rights, (ii) enter into any voting arrangement, whether by proxy, voting agreementagreement or otherwise, voting trust, power of attorney or otherwise with respect toto any Subject Shares or rights to acquire any securities or equity interests of Parent, the Owned Shares, except as provided in other than this Agreement or (iii) take any other action that would reasonably be expected in any way to restrict, limit, prevent or interfere with materially impair or delay the performance by such Stockholder of their its obligations hereunder. Notwithstanding the foregoing, nothing contained Nothing in this Agreement shall be deemed to restrict or prohibit the ability Subject Shares from being subject to customary liens resulting from the Subject Shares being held in brokerage or custodial accounts. Notwithstanding the foregoing, “Transfer” shall exclude, however, with respect to any Subject Shares, the entry into or performance of any Hedging Transaction or Financing Transaction in respect of such Subject Shares and any payment or settlement thereunder (including, following the first anniversary of November 10, 2015, physical settlement) the granting of any lien, pledge, security interest, or other encumbrance in or on such Subject Shares to a Hedging Counterparty or Financing Counterparty in connection with any Hedging Transaction or Financing Transaction, the rehypothecation of any Subject Shares by the Hedging Counterparty or Financing Counterparty in connection with a Hedging Transaction or Financing Transaction, and any transfer to, by or at the request of such Hedging Counterparty or Financing Counterparty in connection with an exercise of remedies by the Hedging Counterparty or Financing Counterparty under such Hedging Transaction or Financing Transaction (but, for the avoidance of doubt, “Transfer” shall include any delivery of Subject Shares in respect of the settlement, termination or cancellation of a Hedging Transaction or Financing Transaction occurring prior to the first anniversary of November 10, 2015 other than in connection with the exercise of remedies by a Hedging Counterparty or Financing Counterparty). (f) Such Stockholder hereby agrees that, in the event (i) each Stockholder to transfer shares to immediate family members of any stock or trusts extraordinary dividend or other entities in connection with estate planning objectivesdistribution, provided that such transferee agrees in writing to be bound by stock split, reverse stock split, recapitalization, reclassification, reorganization, combination or other like change of or affecting the terms of this Agreement as though such transferee were a Stockholder, Subject Shares (including the Parent Common Stock Reorganization and that notice and a copy of such agreement are provided to General XXXX XX prior to such transfer the Parent Common Stock Exchange) or (ii) that such Stockholder acquires the right to vote, or direct the voting of, any shares of capital stock of Parent, in each case after the execution of this Agreement (including by conversion, operation of Law or otherwise) (collectively, the “New Shares”), such New Shares shall constitute Subject Shares and be subject to the applicable terms of this Agreement, including all covenants, agreements, obligations, representations and warranties set forth herein. This Agreement and the obligations hereunder shall be binding upon any Person to which record or beneficial ownership of such Stockholder’s Subject Shares shall pass, whether by operation of Law or otherwise, including to the extent applicable, such Stockholder’s heirs, guardians, administrators or successors. (g) Notwithstanding anything to the contrary contained herein, such Stockholder is entering into this Agreement solely in its capacity as owner of such Stockholder’s Subject Shares, and nothing herein is intended to or shall limit, affect or restrict any director or officer of Parent (including any appointee or representative of Parent or any of its Affiliates to the board of directors of Parent) in his or her capacity as a director or officer of Parent or any of its Subsidiaries (including voting on matters put to such board or any committee thereof, influencing officers, employees, agents, management or the other directors of Parent or any of its 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 Parent or any of its Subsidiaries. (h) For the avoidance of doubt, other than with respect to the Merger Consideration Issuance or the Exchange Stock Issuance, nothing in this Agreement shall be deemed to require such Stockholder to vote in favor of, or to prohibit such Stockholder from pledging taking any action that adversely affects, any issuance of securities by Parent or any of its shares of CT Common Stock to Subsidiaries (including any nationally recognized financial institution as collateral for a bona fide third party loan or from using its shares of CT Common Stock as collateral for a bona fide third party margin loan with a nationally recognized financial institution or broker/dealer, provided, that, if the aggregate fair market value of all equity financing in furtherance of the collateral securing such loan transactions contemplated by the Merger Agreement), including in connection with any proposal combined with any proposal to approve the Merger Consideration Issuance or margin loan the Exchange Stock Issuance. (i) At any meeting of the stockholders of Parent called to vote upon the Stockholder Approval (as defined in the Investor Rights Agreement, dated as of November 10, 2015 and amended as of the date the CT Common Stock is first pledged hereof, by and among MHR Fund Management, LLC and certain of its affiliated funds, Liberty Global Incorporated Limited, Discovery Lightning Investments Ltd., Parent, Liberty Global plc and Discovery Communications, Inc.), or used at any postponement or adjournment thereof, such Stockholder shall (i) appear at such meeting or otherwise cause its Subject Shares to be counted as collateral is less than two present thereat for purposes of calculating a quorum and (2ii) times the amount vote (or cause to be voted) all of such loan Stockholder’s Subject Shares in favor of the Stockholder Approval, provided, that in each case, the definition of “Stockholder Approval” shall not have been amended in any manner without the prior written consent of the Stockholders (which shall not be unreasonably withheld, conditioned or margin loan, such financial institution or broker/dealer agrees in writing to be bound by the terms of this Agreement following a foreclosure on the CT Common Stock as though such pledge or margin credit provider were a Stockholder, and that notice and a copy of such agreement are provided to General XXXX XX immediately following such agreement. For purposes of this Agreement, "Transfer or Otherwise Dispose" means any sale, exchange, redemption, assignment, gift, grant of a security interest, pledge or other encumbrance, or the creation of any other claim thereto or any other transfer or disposition whatsoever (including involuntary sales, exchanges, transfers or other dispositions, and whether or not for cash or other consideration) affecting the right, title, interest or possession in, to or of CT Common Stockdelayed).

Covenants of the Stockholders. Until the valid termination of the provisions of this Section 3 pursuant to Section 8, the Stockholders agree as follows: (a) At any meeting of stockholders of CT called to vote upon the Warrant Issuance (as such term is defined in the Venture Agreement) or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Warrant Issuance is sought, the Stockholders shall vote (or cause to be voted) all shares of CT Common Stock they own or have voting control over in favor of the Warrant Issuance. (b) At any meeting of stockholders of CT or at any adjournment thereof or in any other circumstances upon which the Stockholders' vote, consent or other approval is sought, the Stockholders shall vote (or cause to be voted) all shares of CT Common Stock owned by them or over which they have voting control against any amendment of CT's charter and amended and restated bylaws or other proposal or transaction involving CT or any of its subsidiaries, which amendment or other proposal or transaction would reasonably be expected in any manner to impede, frustrate, prevent or nullify CT's ability or obligation to consummate or effect the Warrant Issuance. (c) The Stockholders shall not (i) Transfer or Otherwise Dispose (as hereinafter defined) of, or enter into any agreement or other arrangement with respect to, the Owned Shares to any person, (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power of attorney or otherwise with respect to, the Owned Shares, except as provided in this Agreement and the Voting and Lockup Agreement or (iii) take any other action that would reasonably be expected in any way to restrict, limit, or interfere with the performance of their obligations hereunder. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to restrict or prohibit the ability of (i) each Stockholder to transfer shares to immediate family members or trusts or other entities in connection with estate planning objectives, provided that such transferee agrees in writing to be bound by the terms of this Agreement as though such transferee were a Stockholder, and that notice and a copy of such agreement are provided to General XXXX XX prior to such transfer or transfer, (ii) each Stockholder from pledging up to a number of its shares of CT Common Stock to any nationally recognized financial institution as collateral for a bona fide third party loan or from using up to a number of its shares of CT Common Stock as collateral for a bona fide third party margin loan with a nationally recognized financial institution or broker/dealer, provided, that, if dealer equal to the aggregate fair market value maximum number of all shares that may be pledged pursuant to the Voting and Lockup Agreement or (iii) JRKLP to enter into an agreement with the respect to the voting and Disposition of the collateral securing such loan or margin loan as shares of the date the CT Common Stock is first pledged or used as collateral is less than two between and among JRKLP and Veqtor Finance Company, L.L.C. and CMH Investment Partnership, LP (2) times the amount "JCV Group"), provided that the obligations of such loan or margin loan, such financial institution or broker/dealer agrees JRKLP in writing to be bound by the terms of this Agreement following a foreclosure on the CT Common Stock as though such pledge or margin credit provider were a Stockholder, and that notice and a copy of such agreement are provided expressly subordinate to General XXXX XX immediately following the obligations of JRKLP hereunder and there are no parties to such agreementagreement other than the JCV Group. For purposes of this Agreement, "Transfer or Otherwise Dispose" means any sale, exchange, redemption, assignment, gift, grant of a security interest, pledge or other encumbrance, or the creation of any other claim thereto or any other transfer or disposition whatsoever (including involuntary sales, exchanges, transfers or other dispositions, and whether or not for cash or other consideration) affecting the right, title, interest or possession in, to or of CT Common Stock.

Covenants of the Stockholders. Until the valid termination of the provisions of this Section 3 pursuant to Section 8, the Stockholders agree as follows: (a) At any meeting of stockholders of CT called to vote upon the Warrant Issuance (as such term is defined in the Venture Agreement) or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Warrant Issuance is sought, the Stockholders shall vote (or cause to be voted) all shares of CT Common Stock they own or have voting control over in favor of the Warrant Issuance. (b) At any meeting of stockholders of CT or at any adjournment thereof or in any other circumstances upon which the Stockholders' vote, consent or other approval is sought, the Stockholders shall vote (or cause to be voted) all shares of CT Common Stock owned by them or over which they have voting control against any amendment of CT's charter and amended and restated bylaws or other proposal or transaction involving CT or any of its subsidiaries, which amendment or other proposal or transaction would reasonably be expected in any manner to impede, frustrate, prevent or nullify CT's ability or obligation to consummate or effect the Warrant Issuance. (c) The Stockholders shall not (i) Transfer or Otherwise Dispose (as hereinafter defined) of, or enter into any agreement or other arrangement with respect to, the Owned Shares to any person, (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power of attorney or otherwise with respect to, the Owned Shares, except as provided in this Agreement or (iii) take any other action that would reasonably be expected in any way to restrict, limit, or interfere with the performance of their obligations hereunder. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to restrict or prohibit the ability of (i) each Stockholder to transfer shares to immediate family members or trusts or other entities in connection with estate planning objectives, provided that such transferee agrees in writing to be bound by the terms of this Agreement as though such transferee were a Stockholder, and that notice and a copy of such agreement are provided to General XXXX XX prior to such transfer or (ii) each Stockholder from pledging its shares of CT Common Stock to any nationally recognized financial institution as collateral for a bona fide third party loan or from using its shares of CT Common Stock as collateral for a bona fide third party margin loan with a nationally recognized financial institution or broker/dealer, provided, that, if the aggregate fair market value of all of the collateral securing such loan or margin loan as of the date the CT Common Stock is first pledged or used as collateral is less than two (2) times the amount of such loan or margin loan, such financial institution or broker/dealer agrees in writing to be bound by the terms of this Agreement following a foreclosure on the CT Common Stock as though such pledge or margin credit provider were a Stockholder, and that notice and a copy of such agreement are provided to General XXXX XX immediately following such agreement. For purposes of this Agreement, "Transfer or Otherwise Dispose" means any sale, exchange, redemption, assignment, gift, grant of a security interest, pledge or other encumbrance, or the creation of any other claim thereto or any other transfer or disposition whatsoever (including involuntary sales, exchanges, transfers or other dispositions, and whether or not for cash or other consideration) affecting the right, title, interest or possession in, to or of CT Common Stock.respect

Covenants of the Stockholders. Until (a) Each Stockholder covenants and agrees that as promptly as practicable following the valid termination execution and delivery of the provisions of this Section 3 pursuant to Section 8Merger Agreement by the parties thereto, the Stockholders agree as followssuch Stockholder shall: (ai) consent in writing to the approval and adoption of the Merger Agreement, the Merger, the Redemption Agreement, the Redemption and the Charter Amendment and the other transactions contemplated by the Merger Agreement and the Charter Amendment, without a meeting, without prior notice and without a vote by executing a Stockholder Consent in the form of Exhibit A hereto covering all such Stockholder’s Subject Shares; and (ii) deliver such Stockholder Consent to the Secretary of the Company. (b) At any meeting of stockholders of CT called to vote upon the Warrant Issuance (as such term is defined in the Venture Agreement) Company or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Warrant Issuance of stockholders is sought, such Stockholder shall direct the Stockholders shall vote voting of its Subject Shares against (i) any merger agreement or cause to be votedmerger (other than the Merger Agreement and the Merger), consolidation, combination, share exchange, sale of substantial assets, reorganization, recapitalization, joint venture dissolution, liquidation or winding up of or by the Company or any other business combination involving the Company, (ii) all shares of CT Common Stock they own any Takeover Proposal, (iii) any Public Offering, and (iv) any amendment or have voting control over in favor other change of the Warrant Issuance. Company Charter (bother than the Charter Amendment) At any meeting of stockholders of CT or at any adjournment thereof or in any other circumstances upon which the Stockholders' vote, consent or other approval is sought, the Stockholders shall vote (or cause to be voted) all shares of CT Common Stock owned by them or over which they have voting control against any amendment of CT's charter and amended and restated bylaws Company Bylaws or other proposal or transaction involving CT the Company or any of its subsidiariesSubsidiaries, which amendment or other proposal or transaction would in any manner could reasonably be expected in any manner to impede, frustrate, prevent or nullify CT's ability any provision of this Agreement, the Merger Agreement, the Charter Amendment, or obligation the consummation of the Merger or any other transactions contemplated hereby or thereby or change in any manner the voting rights of any class of Company Common Stock. Each Stockholder shall not commit or agree to consummate or effect take any action inconsistent with the Warrant Issuanceforegoing. (c) The Stockholders Other than pursuant to the terms of this Agreement, the Merger Agreement, the Redemption Agreement or the Charter Amendment, each Stockholder shall not not, directly or indirectly, (i) Transfer sell, transfer, pledge, assign or Otherwise Dispose otherwise dispose of (as hereinafter definedincluding by gift or by operation of law) of(collectively, “Transfer”), or enter into any agreement Contract or other arrangement with respect to Transfer of, or any profit sharing arrangement relating to, the Owned any Subject Shares to or with any personPerson, except an affiliate of such Stockholder or the account or Person for whom such Stockholder is acting on behalf of with respect to such Subject Shares; provided that prior to such Transfer, or entering into such Contract or arrangement, such affiliate, account or Person (or such Stockholder acting on behalf of such affiliate or Person) shall become a party to this Agreement in respect of such Subject Shares pursuant to a joinder agreement satisfactory to Parent or (ii) enter into any voting arrangement, whether by proxyproxy (or written consent in lieu thereof), voting agreementagreement or otherwise, voting trust, power of attorney or otherwise with respect to, the Owned Shares, except as provided in this Agreement to any Subject Shares and shall not commit or (iii) agree to take any other action that would reasonably be expected in any way to restrict, limit, or interfere with of the performance foregoing actions. In furtherance of their obligations hereunder. Notwithstanding the foregoing, nothing contained each Stockholder agrees that any Transfer in violation of this Agreement shall be deemed void and of no force or effect. (d) Each Stockholder shall use commercially reasonable efforts to restrict take, or prohibit cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the ability of (i) each other parties in doing, all things reasonably requested by Parent from such Stockholder to transfer shares consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby and by the Merger Agreement as in effect on the date hereof. Except as may be required by law, prior to immediate family members the Second Closing, neither Parent nor Artal shall issue any press release or trusts otherwise make any public statements about the Merger Agreement, the Merger or any other entities transactions contemplated hereby or by the Merger Agreement without the consent of Artal, which consent shall not be unreasonably withheld or delayed, provided, however, that no consent shall be required for Parent to make such public disclosure as its legal counsel deems necessary, provided that Parent in such circumstances shall, to the extent practicable and as soon as practicable, be obliged to first provide a copy of any anticipated announcement to Artal and have due regard to any comments made thereon by Artal in good faith. (e) Each Stockholder hereby consents to and adopts and approves the actions taken by the Board of Directors of the Company in adopting, approving and declaring advisable this Agreement, the Merger Agreement, the Merger, the Charter Amendment and the other transactions contemplated hereby or thereby. Each Stockholder hereby waives and agrees not to exercise or assert, any appraisal rights under Section 262 in connection with estate planning objectives, provided that such transferee agrees in writing to be bound by the terms of this Agreement as though such transferee were a Stockholder, and that notice and a copy of such agreement are provided to General XXXX XX prior to such transfer or (ii) each Stockholder from pledging its shares of CT Common Stock to any nationally recognized financial institution as collateral for a bona fide third party loan or from using its shares of CT Common Stock as collateral for a bona fide third party margin loan with a nationally recognized financial institution or broker/dealer, provided, that, if the aggregate fair market value of all of the collateral securing such loan or margin loan as of the date the CT Common Stock is first pledged or used as collateral is less than two (2) times the amount of such loan or margin loan, such financial institution or broker/dealer agrees in writing to be bound by the terms of this Agreement following a foreclosure on the CT Common Stock as though such pledge or margin credit provider were a Stockholder, and that notice and a copy of such agreement are provided to General XXXX XX immediately following such agreement. For purposes of this Agreement, "Transfer or Otherwise Dispose" means any sale, exchange, redemption, assignment, gift, grant of a security interest, pledge or other encumbrance, or the creation of any other claim thereto or any other transfer or disposition whatsoever (including involuntary sales, exchanges, transfers or other dispositions, and whether or not for cash or other consideration) affecting the right, title, interest or possession in, to or of CT Common StockMerger.

Covenants of the Stockholders. Until the valid termination of the provisions of this Section 3 pursuant to Section 8, the Stockholders agree as follows: (a) At any meeting of stockholders of CT called to vote upon the Warrant Issuance (as such term is defined in the Venture Agreement) or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Warrant Issuance is sought, the Stockholders shall vote (or cause to be voted) all shares of CT Common Stock they own or have voting control over in favor of the Warrant Issuance. (b) At any meeting of stockholders of CT or at any adjournment thereof or in any other circumstances upon which the Stockholders' vote, consent or other approval is sought, the Stockholders shall vote (or cause to be voted) all shares of CT Common Stock owned by them or over which they have voting control against any amendment of CT's charter and amended and restated bylaws or other proposal or transaction involving CT or any of its subsidiaries, which amendment or other proposal or transaction would reasonably be expected in any manner to impede, frustrate, prevent or nullify CT's ability or obligation to consummate or effect the Warrant Issuance. (c) The Stockholders shall not (i) Transfer or Otherwise Dispose (as hereinafter defined) of, or enter into any agreement or other arrangement with respect to, the Owned Shares to any person, (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power of attorney or otherwise with respect to, the Owned Shares, except as provided in this Agreement or (iii) take any other action that would reasonably be expected in any way to restrict, limit, or interfere with the performance of their obligations hereunder. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to restrict or prohibit the ability of (i) each Stockholder to transfer shares to immediate family members or trusts or other entities in connection with estate planning objectives, provided that such transferee agrees in writing to be bound by the terms of this Agreement as though such transferee were a Stockholder, and that notice and a copy of such agreement are provided to General XXXX XX prior to such transfer or (ii) each Stockholder from pledging its shares of CT Common Stock to any nationally recognized financial institution as collateral for a bona fide third party loan or from using its shares of CT Common Stock as collateral for a bona fide third party margin loan with a nationally recognized financial institution or broker/dealer, dealer provided, that, if the aggregate fair market value of all of the collateral securing such loan or margin loan as of the date the CT Common Stock is first pledged or used as collateral is less than two (2) times the amount of such loan or margin loan, such financial institution or broker/dealer agrees in writing to be bound by the terms of this Agreement following a foreclosure on the CT Common Stock as though such pledge or margin credit provider were a Stockholder, and that notice and a copy of such agreement are provided to General XXXX XX immediately following such agreement. For purposes of this Agreement, "Transfer or Otherwise Dispose" means any sale, exchange, redemption, assignment, gift, grant of a security interest, pledge or other encumbrance, or the creation of any other claim thereto or any other transfer or disposition whatsoever (including involuntary sales, exchanges, transfers or other dispositions, and whether or not for cash or other consideration) affecting the right, title, interest or possession in, to or of CT Common Stock.