Common use of Provisions Concerning Common Stock Clause in Contracts

Provisions Concerning Common Stock. (a) The Stockholder hereby agrees that during the period described in clause (b) below, at any meeting of the holders of Common Stock of the Company, however called, or in connection with any written consent of the holders of Common Stock of the Company, the Stockholder shall vote (or cause to be voted) the Shares of Common Stock of the Company, (i) in favor of the Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof; (ii) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (iii) except as otherwise agreed to in writing in advance by Cordiant, against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its Subsidiaries; (B) a sale, lease or transfer of a material amount of assets of the Company or its Subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or its Subsidiaries; (C) any change in a majority of the persons who constitute the board of directors of the Company; (D) any change in the present capitalization of the Company or any amendment of the Company's Certificate of Incorporation or Bylaws; (E) any other material change in the Company's corporate structure or business; or (F) any other action involving the Company or its Subsidiaries which is intended, or could reasonably be expected, to materially impede, interfere with, delay, postpone, or materially adversely affect the Merger and the transactions contemplated by this Agreement and the Merger Agreement. The Stockholder shall not enter into any agreement or understanding with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 2.

Provisions Concerning Common Stock. (a) The Stockholder hereby agrees that during From and after the period described in clause (b) belowdate of this Agreement and ending as of the first to occur of the Effective Time or the Termination Date, at any meeting of the holders of Common Stock of the CompanyShares, Options, or both, however called, or in connection with any written other circumstance upon which the vote, consent or other approval of the holders of Common Stock of the CompanyShares, Options, or both, is sought, the Stockholder Shareholder shall vote (or cause to be voted) the Shareholder's issued and outstanding Shareholder's Shares of Common Stock of the Companyand Shareholder's Options, (i) in favor favour of the MergerArrangement and the other transactions contemplated thereby, the execution and delivery by the Company Chauvco of the Merger Combination Agreement and the approval of the terms thereof and each of the other actions contemplated by the Merger Combination Agreement and this Agreement and any actions required in furtherance thereof and hereof; (ii) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other material obligation or agreement of the Company Chauvco under the Merger Agreement or this Combination Agreement; and (iii) except as otherwise agreed to in writing in advance by Cordiant, against the following actions (other than the Merger Arrangement and the transactions contemplated by the Merger Combination Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation Acquisition Proposal other than an Acquisition Proposal with US Co or other business combination involving the Company or its Subsidiaries; any Affiliate thereof and (B) a sale, lease or transfer of a material amount of assets of to the Company or its Subsidiariesextent that such (1) are intended to, or a reorganizationcould reasonably be expected to, recapitalizationimpede, dissolution interfere with, delay, postpone, or liquidation of materially adversely affect the Company Arrangement or its Subsidiaries; the transactions contemplated by the Combination Agreement or this Agreement or (C2) are intended to, or could reasonably be expected to, implement or lead to any Acquisition Proposal (other than an Acquisition Proposal with US Co or any Affiliate thereof): (x) any change in a majority of the persons who constitute the board of directors of the CompanyChauvco; (Dy) any change in the present capitalization of the Company Chauvco or any amendment of the CompanyChauvco's Certificate of Incorporation Articles or Bylaws; or (Ez) any other a material change in the CompanyChauvco's corporate structure or business; or (F) any . In addition to the other action involving covenants and agreements of the Company or its Subsidiaries which is intendedShareholder provided for elsewhere in this Agreement, or could reasonably be expected, to materially impede, interfere with, delay, postpone, or materially adversely affect during the Merger and above-described period the transactions contemplated by this Agreement and the Merger Agreement. The Stockholder Shareholder shall not enter into any agreement or understanding with any Person the effect of which would be inconsistent with or violative of violate the provisions and agreements contained in this Section 2. Nothing herein shall in any way restrict or limit the Shareholder from taking any action in his capacity as a director or officer of Chauvco to fulfill his duties and fiduciary obligations as a director or officer of Chauvco.

Provisions Concerning Common Stock. Concurrently with this Agreement, each Stockholder has duly executed and delivered an irrevocable proxy in the form attached as EXHIBIT A hereto (athe "IRREVOCABLE PROXY") The Stockholder hereby agrees that during appointing Parent and any of its authorized representatives as such Stockholder's proxy with the period described in clause (b) belowpower to vote, at any meeting of the holders of Common Stock of the CompanyShares, however called, or in connection with any written consent other circumstance upon which the vote or other approval of the holders of Company Common Stock is sought, all of the Company, the Stockholder shall vote such Stockholder's Shares: (or cause to be voted) the Shares of Common Stock of the Company, (ix) in favor of the Merger, the execution and delivery by the Company adoption of the Merger Agreement and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof of the transactions contemplated thereby and hereofhereby; (iiy) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other material obligation or agreement of the Company under the Merger Agreement or this Agreement; and (iiiz) except as otherwise agreed to in writing in advance by Cordiant, against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation Takeover Proposal other than an Takeover Proposal with Parent or other business combination involving the Company or its Subsidiaries; any Affiliate thereof and (B) a sale, lease or transfer of a material amount of assets of to the Company or its Subsidiariesextent that such (1) are intended to, or a reorganizationcould reasonably be expected to, recapitalizationimpede, dissolution interfere with, delay, postpone, or liquidation of materially adversely affect the Company Merger or its Subsidiaries; the transactions contemplated by the Merger Agreement or this Agreement or (C2) are intended to, or could reasonably be expected to, implement or lead to any Takeover Proposal (other than an Takeover Proposal with Parent or any Affiliate thereof): (I) any change in a majority of the persons who constitute the board of directors of the Company; (DII) any change in the present capitalization of the Company or any amendment of the Company's Certificate of Incorporation or Bylaws; or (EIII) any other material change in the Company's corporate structure or business; or (F) any . In addition to the other action involving covenants and agreements of Stockholder provided for elsewhere in this Agreement, from the Company or its Subsidiaries which is intended, or could reasonably be expected, to materially impede, interfere with, delay, postpone, or materially adversely affect the Merger and the transactions contemplated by execution of this Agreement and until the Merger Agreement. The Stockholder first to occur of the Effective Time or the Termination Date, neither of the Stockholders shall not enter into any agreement agreement, arrangement or understanding with any Person or entity to take any of the actions described in clause (y) or (z) of the foregoing sentence, or the effect of which would be inconsistent with or violative of violate the provisions and agreements contained in this Section 2. Nothing in this Agreement shall in any way restrict or limit any Stockholder from taking any action in his capacity as a director or officer of the Company or otherwise fulfilling his fiduciary obligations as a director or officer of the Company.

Provisions Concerning Common Stock. (a) The Stockholder hereby agrees that during From and after the period described in clause (b) belowdate of this Agreement and ending as of the first to occur of the Effective Time or the first anniversary of the Termination Date, at any meeting of the holders of Common Stock of the CompanyStock, however called, or in connection with any written other circumstance upon which the vote, consent or other approval of the holders of Common Stock of the Companyis sought, the Stockholder shall vote (or cause to be voted) the issued and outstanding Stockholder's Shares of Common Stock of the Company(and each class thereof), (i) in favor of the MergerMerger and the Amendment Proposal, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof; (ii) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other material obligation or agreement of the Company under the Merger Agreement or this Agreement; and (iii) except as otherwise agreed to in writing in advance by Cordiant, against the following actions (other than the Merger Merger, the Amendment Proposal and the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation Acquisition Proposal other than an Acquisition Proposal with Parent or other business combination involving the Company or its Subsidiaries; any Affiliate thereof and (B) a sale, lease or transfer of a material amount of assets of to the Company or its Subsidiariesextent that such (1) are intended to, or a reorganizationcould reasonably be expected to, recapitalizationimpede, dissolution interfere with, delay, postpone, or liquidation of materially adversely affect the Company Merger or its Subsidiaries; the transactions contemplated by the Merger Agreement or this Agreement or (C2) are intended to, or could reasonably be expected to, implement or lead to any Acquisition Proposal (other than an Acquisition Proposal with Parent or any Affiliate thereof): (x) any change in a majority of the persons who constitute the board of directors of the Company; (Dy) any change in the present capitalization of the Company or any amendment of the Company's Certificate of Incorporation (except for the Amendment Proposal) or Bylaws; or (Ez) any other material change in the Company's corporate structure or business; or provided that nothing herein shall require the Stockholder to vote the Stockholder's Shares of Class A Common Stock in the election of directors to be elected by the holders of Class A Common Stock; and provided, further, that if any Second Transaction (Fas defined in Section 3(c)) any provides for Second Transaction Consideration (as defined in Section 3(c)) that is less than the Current Transaction Consideration (as defined in Section 3(a)), as such amounts shall be determined in accordance with Section 3, then nothing herein shall require the Stockholder to vote in favor of the Second Transaction. In addition to the other action involving covenants and agreements of the Company or its Subsidiaries which is intendedStockholder provided for elsewhere in this Agreement, or could reasonably be expected, to materially impede, interfere with, delay, postpone, or materially adversely affect during the Merger and above-described period the transactions contemplated by this Agreement and the Merger Agreement. The Stockholder shall not enter into any agreement or understanding with any Person or entity the effect of which would be inconsistent with or violative of violate the provisions and agreements contained in this Section 2. Nothing herein shall in any way restrict or limit the Stockholder from taking any action in his capacity as a director or officer of the Company or otherwise fulfilling his fiduciary obligations as a director and officer of the Company.

Provisions Concerning Common Stock. (a) The Stockholder hereby agrees that during From and after the period described in clause (b) belowdate of this Agreement and ending as of the first to occur of the Effective Time or the Termination Date, at any meeting of the holders of Common Stock of the CompanyShares, however called, or in connection with any written other circumstance upon which the vote, consent or other approval of the holders of Common Stock of the CompanyShares is sought, the Stockholder each Shareholder shall vote (or cause to be voted) the Shares of Common Stock of the Companysuch Shareholder's issued and outstanding Shareholders' Shares, (i) in favor favour of the MergerArrangement and the other transactions contemplated thereby, the execution and delivery by the Company Chauvco of the Merger Combination Agreement and the approval of the terms thereof and each of the other actions contemplated by the Merger Combination Agreement and this Agreement and any actions required in furtherance thereof and hereof; (ii) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other material obligation or agreement of the Company Chauvco under the Merger Agreement or this Combination Agreement; and (iii) except as otherwise agreed to in writing in advance by Cordiant, against the following actions (other than the Merger Arrangement and the transactions contemplated by the Merger Combination Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation Acquisition Proposal other than an Acquisition Proposal with US Co or other business combination involving the Company or its Subsidiaries; any Affiliate thereof and (B) a sale, lease or transfer of a material amount of assets of to the Company or its Subsidiariesextent that such (1) are intended to, or a reorganizationcould reasonably be expected to, recapitalizationimpede, dissolution interfere with, delay, postpone, or liquidation of materially adversely affect the Company Arrangement or its Subsidiaries; the transactions contemplated by the Combination Agreement or this Agreement or (C2) are intended to, or could reasonably be expected to, implement or lead to any Acquisition Proposal (other than an Acquisition Proposal with US Co or any Affiliate thereof): (x) any change in a majority of the persons who constitute the board of directors of the CompanyChauvco; (Dy) any change in the present capitalization of the Company Chauvco or any amendment of the CompanyChauvco's Certificate of Incorporation Articles or Bylaws; or (Ez) any other a material change in the CompanyChauvco's corporate structure or business; or (F) any . In addition to the other action involving covenants and agreements of the Company or its Subsidiaries which is intendedShareholders provided for elsewhere in this Agreement, or could reasonably be expected, to materially impede, interfere with, delay, postpone, or materially adversely affect during the Merger and the transactions contemplated by this Agreement and the Merger Agreement. The Stockholder above-described period no Shareholder shall not enter into any agreement or understanding with any Person the effect of which would be inconsistent with or violative of violate the provisions and agreements contained in this Section 2. Nothing herein shall in any way restrict or limit any director or officer of the Shareholders from taking any action in his capacity as a director or officer of Chauvco to fulfill his duties and fiduciary obligations as a director or officer of Chauvco.

Provisions Concerning Common Stock. Concurrently with this Agreement, each Stockholder has duly executed and delivered an irrevocable proxy in the form attached as Exhibit A hereto (athe "Irrevocable Proxy") The Stockholder hereby agrees that during appointing Parent and any of its authorized representatives as such Stockholder's proxy with the period described in clause (b) belowpower to vote, at any meeting of the holders of Common Stock of the CompanyShares, however called, or in connection with any written consent other circumstance upon which the vote or other approval of the holders of Company Common Stock is sought, all of the Company, the Stockholder shall vote such Stockholder's Shares: (or cause to be voted) the Shares of Common Stock of the Company, (ix) in favor of the Merger, the execution and delivery by the Company adoption of the Merger Agreement and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof of the transactions contemplated thereby and hereofhereby; (iiy) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other material obligation or agreement of the Company under the Merger Agreement or this Agreement; and (iiiz) except as otherwise agreed to in writing in advance by Cordiant, against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation Takeover Proposal other than an Takeover Proposal with Parent or other business combination involving the Company or its Subsidiaries; any Affiliate thereof and (B) a sale, lease or transfer of a material amount of assets of to the Company or its Subsidiariesextent that such (1) are intended to, or a reorganizationcould reasonably be expected to, recapitalizationimpede, dissolution interfere with, delay, postpone, or liquidation of materially adversely affect the Company Merger or its Subsidiaries; the transactions contemplated by the Merger Agreement or this Agreement or (C2) are intended to, or could reasonably be expected to, implement or lead to any Takeover Proposal (other than an Takeover Proposal with Parent or any Affiliate thereof): (I) any change in a majority of the persons who constitute the board of directors of the Company; (DII) any change in the present capitalization of the Company or any amendment of the Company's Certificate of Incorporation or Bylaws; or (EIII) any other material change in the Company's corporate structure or business; or (F) any . In addition to the other action involving covenants and agreements of Stockholder provided for elsewhere in this Agreement, from the Company or its Subsidiaries which is intended, or could reasonably be expected, to materially impede, interfere with, delay, postpone, or materially adversely affect the Merger and the transactions contemplated by execution of this Agreement and until the Merger Agreement. The Stockholder first to occur of the Effective Time or the Termination Date, neither of the Stockholders shall not enter into any agreement agreement, arrangement or understanding with any Person or entity to take any of the actions described in clause (y) or (z) of the foregoing sentence, or the effect of which would be inconsistent with or violative of violate the provisions and agreements contained in this Section 2. Nothing in this Agreement shall in any way restrict or limit any Stockholder from taking any action in his capacity as a director or officer of the Company or otherwise fulfilling his fiduciary obligations as a director or officer of the Company.

Provisions Concerning Common Stock. (a) The Stockholder Shareholder hereby severally and not jointly agrees that during the period described in clause (b) below, at any meeting of the holders of Common Stock and/or Preferred Stock of the Company, however called, or in connection with any written consent of the holders of Common Stock and/or Preferred Stock of the Company, the Stockholder Shareholder shall vote (or cause to be voted) all Shares that it has Beneficial Ownership of at the time of the vote, which shall be 125,000 Shares of Common Stock and 8,244.12 Shares of Preferred Stock (the Company, "Proxy Shares") (i) in favor of (A) the Merger, the execution and delivery by issuance of the Company Warrant (as defined in the Stock Purchase Agreement) and the Shares of Common Stock issuable upon exercise of the Merger Agreement and the Company Warrant, (B) approval of the terms thereof Charter Amendment (as defined in the Stock Purchase Agreement) and each of (C) any other transaction or matter contemplated by, in connection with, or referenced as a closing condition in, the other actions contemplated by the Merger Agreement Stock Purchase Agreement, and this Agreement and any actions required in furtherance thereof and hereof; (ii) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (iii) except as otherwise agreed to in writing in advance by CordiantReliance, against the following actions actions: (other than the Merger and the transactions contemplated by the Merger Agreement): (A1) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than in connection with the transactions contemplated by, in connection with or its Subsidiariesreferenced as a closing condition in, the Stock Purchase Agreement); (B2) a sale, lease or transfer of a material amount of assets of the Company or its Subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or its Subsidiariesor; (C3) any change in a majority of the persons who constitute the board of directors of the CompanyCompany (other than in connection with the transactions contemplated by, in connection with or referenced as a closing condition in, the Stock Purchase Agreement); (D4) any change in the present capitalization of the Company or any amendment of the Company's Certificate of Incorporation or BylawsBylaws (other than in connection with the transactions contemplated by, in connection with or referenced as a closing condition in, the Stock Purchase Agreement); (E5) any other material change in the Company's corporate structure or businessbusiness (other than in connection with the transactions contemplated by, in connection with or referenced as a closing condition in, the Stock Purchase Agreement); or (F6) any other action involving the Company or its Subsidiaries which is intended, or could reasonably be expected, to materially impede, interfere with, delay, postpone, or materially adversely affect the Merger and the transactions contemplated by by, in connection with or referenced as a closing condition in, this Agreement and or the Merger Stock Purchase Agreement. The Stockholder Shareholder shall not enter into any agreement or understanding with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 2. Notwithstanding the foregoing, the Shareholder shall not be prohibited from voting his Proxy Shares in favor of a reverse stock split or other recapitalization transaction to enable the Company to maintain its listing on the Nasdaq Small Cap Market.

Provisions Concerning Common Stock. (a) The Stockholder hereby agrees that during From and after the period described in clause (b) belowdate of this Agreement and ending as of the first to occur of the Effective Time or the Termination Date, at any meeting of the holders of Common Stock of the CompanyShares, however called, or in connection with any written other circumstance upon which the vote, consent or other approval of the holders of Common Stock of the CompanyShares is sought, the Stockholder Shareholder shall vote (or cause to be voted) the Shares of Common Stock of the CompanyShareholder's issued and outstanding Shareholders Shares, (i) in favor favour of the MergerArrangement and the other transactions contemplated thereby, the execution and delivery by the Company Chauvco of the Merger Combination Agreement and the approval of the terms thereof and each of the other actions contemplated by the Merger Combination Agreement and this Agreement and any actions required in furtherance thereof and hereof; (ii) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other material obligation or agreement of the Company Chauvco under the Merger Agreement or this Combination Agreement; and (iii) except as otherwise agreed to in writing in advance by Cordiant, against the following actions (other than the Merger Arrangement and the transactions contemplated by the Merger Combination Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation Acquisition Proposal other than an Acquisition Proposal with US Co or other business combination involving the Company or its Subsidiaries; any Affiliate thereof and (B) a sale, lease or transfer of a material amount of assets of to the Company or its Subsidiariesextent that such (1) are intended to, or a reorganizationcould reasonably be expected to, recapitalizationimpede, dissolution interfere with, delay, postpone, or liquidation of materially adversely affect the Company Arrangement or its Subsidiaries; the transactions contemplated by the Combination Agreement or this Agreement or (C2) are intended to, or could reasonably be expected to, implement or lead to any Acquisition Proposal (other than an Acquisition Proposal with US Co or any Affiliate thereof): (x) any change in a majority of the persons who constitute the board of directors of the CompanyChauvco; (Dy) any change in the present capitalization of the Company Chauvco or any amendment of the CompanyChauvco's Certificate of Incorporation Articles or Bylaws; or (Ez) any other a material change in the CompanyChauvco's corporate structure or business; or (F) any . In addition to the other action involving covenants and agreements of the Company or its Subsidiaries which is intendedShareholder provided for elsewhere in this Agreement, or could reasonably be expected, to materially impede, interfere with, delay, postpone, or materially adversely affect during the Merger and above-described period the transactions contemplated by this Agreement and the Merger Agreement. The Stockholder Shareholder shall not enter into any agreement or understanding with any Person the effect of which would be inconsistent with or violative of violate the provisions and agreements contained in this Section 2. Nothing herein shall in any way restrict or limit the Shareholder from taking any action in his capacity as a director or officer of Chauvco to fulfill his duties and fiduciary obligations as a director or officer of Chauvco.

Provisions Concerning Common Stock. (a) The Stockholder hereby agrees that during From and after the period described in clause (b) belowdate of this Agreement and ending as of the first to occur of the Effective Time or the Termination Date, at any meeting of the holders of Common Stock of the CompanyShares, however called, or in connection with any written other circumstance upon which the vote, consent or other approval of the holders of Common Stock of the CompanyShares is sought, the Stockholder each Shareholder shall vote (or cause to be voted) the Shareholder's issued and outstanding Shareholders' Shares of Common Stock of the Company(and each class thereof), (i) in favor favour of the MergerArrangement and the other transactions contemplated thereby, the execution and delivery by the Company US Co of the Merger Combination Agreement and the approval of the terms thereof and each of the other actions contemplated by the Merger Combination Agreement and this Agreement and any actions required in furtherance thereof and hereof; (ii) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other material obligation or agreement of the Company US Co under the Merger Agreement or this Combination Agreement; and (iii) except as otherwise agreed to in writing in advance by Cordiant, against the following actions (other than the Merger Arrangement and the transactions contemplated by the Merger Combination Agreement): to the extent that such are intended to, or could reasonably be expected to, impede, interfere with, delay, postpone, or materially adversely affect the Arrangement or the transactions contemplated by the Combination Agreement or this Agreement (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its Subsidiaries; (B) a sale, lease or transfer of a material amount of assets of the Company or its Subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or its Subsidiaries; (C) any change in a majority of the persons who constitute the board of directors of the CompanyUS Co; (DB) any change in the present capitalization of the Company US Co or any amendment of the CompanyUS Co's Certificate of Incorporation Articles or Bylaws; or (EC) any other a material change in the CompanyUS Co's corporate structure or business; or (F) any . In addition to the other action involving covenants and agreements of the Company or its Subsidiaries which is intendedShareholders provided for elsewhere in this Agreement, or could reasonably be expected, to materially impede, interfere with, delay, postpone, or materially adversely affect during the Merger and the transactions contemplated by this Agreement and the Merger Agreement. The Stockholder above-described period no Shareholder shall not enter into any agreement or understanding with any Person the effect of which would be inconsistent with or violative of violate the provisions and agreements contained in this Section 2.. Nothing herein shall in any way restrict or limit any Shareholder from taking any action in his capacity as a director or officer of US Co to fulfill his duties and fiduciary obligations as a director or officer of US Co.

Provisions Concerning Common Stock. (a) The Stockholder hereby agrees that during From and after the period described in clause (b) belowdate of this Agreement and ending as of the first to occur of the Effective Time or the Termination Date, at any meeting of the holders of Common Stock of the CompanyShares, however called, or in connection with any written other circumstance upon which the vote, consent or other approval of the holders of Common Stock of the CompanyShares is sought, the Stockholder each Shareholder shall vote (or cause to be voted) the such Shareholder's issued and outstanding Shareholders' Shares of Common Stock of the Company(and each class thereof), (i) in favor of the MergerArrangement and the other transactions contemplated thereby, the execution and delivery by the Company US Co of the Merger Combination Agreement and the approval of the terms thereof and each of the other actions contemplated by the Merger Combination Agreement and this Agreement and any actions required in furtherance thereof and hereof; (ii) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other material obligation or agreement of the Company US Co under the Merger Combination Agreement or this Agreement; and (iii) except as otherwise agreed to in writing in advance by Cordiant, against the following actions (other than the Merger Arrangement and the transactions contemplated by the Merger Combination Agreement): to the extent that such are intended to, or could reasonably be expected to, impede, interfere with, delay, postpone, or materially adversely affect the Arrangement or the transactions contemplated by the Combination Agreement or this Agreement (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its Subsidiaries; (B) a sale, lease or transfer of a material amount of assets of the Company or its Subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or its Subsidiaries; (C) any change in a majority of the persons who constitute the board of directors of the CompanyUS Co; (DB) any change in the present capitalization of the Company US Co or any amendment of the CompanyUS Co's Certificate of Incorporation Articles or Bylaws; or (EC) any other a material change in the CompanyUS Co's corporate structure or business; or (F) any . In addition to the other action involving covenants and agreements of the Company or its Subsidiaries which is intendedShareholders provided for elsewhere in this Agreement, or could reasonably be expected, to materially impede, interfere with, delay, postpone, or materially adversely affect during the Merger and the transactions contemplated by this Agreement and the Merger Agreement. The Stockholder above-described period no Shareholder shall not enter into any agreement or understanding with any Person the effect of which would be inconsistent with or violative of violate the provisions and agreements contained in this Section 2.. Nothing herein shall in any way restrict or limit any Shareholder from taking any action in his capacity as a director or officer of US Co to fulfill his duties and fiduciary obligations as a director or officer of US Co.