Common use of Proxy; Further Assurances Clause in Contracts

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Voting Agreement: (i) Stockholder shall deliver to Parent a proxy in the form attached to this Voting Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times during the Voting Period) with respect to the shares referred to therein (the “Proxy”); and (ii) Stockholder shall cause to be delivered to Parent an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Exchange Act), but not of record, by Stockholder. Notwithstanding anything else to the contrary contained in this Section 3.2, the Proxy shall terminate and be revoked (or shall under no circumstances become effective) with respect to the Subject Securities upon the Expiration Date, without any notice or action by Stockholders or any other person. (b) Stockholder shall, at Stockholder’s own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent the power to carry out and give effect to the provisions of this Voting Agreement. (c) Stockholder shall not enter into any tender, voting or other agreement, or grant a proxy or power of attorney, with respect to the Subject Securities that is inconsistent with this Voting Agreement or otherwise take any other action with respect to the Subject Securities that would in any way restrict, limit or interfere with the performance of Stockholder’s obligations hereunder or the transactions contemplated hereby.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Voting Agreement: (i) each Stockholder shall deliver has delivered to Parent Acquiror a proxy in the form attached to this Voting Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times during the Voting Period) coupled with an interest and irrevocable, with respect to the shares referred to therein (the “"Proxy”"); and (ii) each Stockholder shall cause has caused to be delivered to Parent Acquiror an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Exchange Act), but not of record, by such Stockholder. Notwithstanding anything else , which proxy shall be irrevocable to the contrary contained in this Section 3.2fullest extent permitted by law and to the extent provided therein, the Proxy shall terminate and be revoked (or shall under no circumstances become effective) with respect to the Subject Securities upon the Expiration Date, without any notice or action by Stockholders or any other personshares referred to therein. (b) Each Stockholder shall, at Stockholder’s own Acquiror's expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent Acquiror the power to carry out and give effect to the provisions of this Voting Agreement. (c) Stockholder . Without limiting the generality of the foregoing, none of the parties hereto shall not enter into any tenderagreement or arrangement (or alter, voting amend or other agreement, terminate any existing agreement or grant a proxy arrangement) or power of attorney, with respect to the Subject Securities that is inconsistent with this Voting Agreement transaction if such action would materially impair or otherwise take any other action with respect to the Subject Securities that would in any way restrict, limit or materially interfere with the performance ability of Stockholder’s obligations hereunder or any party to effectuate, carry out and comply with all of the transactions contemplated herebyterms of this Agreement.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Voting Agreement: (i) Stockholder shall deliver to Parent a proxy in the form attached to this Voting Agreement as Exhibit A, which shall be irrevocable (at all times on and prior to the Proxy Expiration Date) to the fullest extent permitted by law (at all times during the Voting Period) with respect to the shares referred to therein (the “Proxy”); and (ii) Stockholder shall cause to be delivered to Parent an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange ActAct of 1934), but not of record, by Stockholder. Notwithstanding anything else to the contrary contained in this Section 3.2, the The Proxy shall terminate and be revoked (of no further force or shall under no circumstances become effective) with respect to effect as of the Subject Securities upon the Proxy Expiration Date, without any notice or action by Stockholders or any other person. (b) Stockholder shall, at Stockholder’s own expense, perform such further acts and execute cause to be executed such further proxies and other documents and instruments as may reasonably be required to vest in Parent the power to carry out and give effect to the provisions of this Voting Agreement. (c) Stockholder shall not (i) enter into any tender, voting or other similar agreement, or grant a proxy or power of attorney, with respect to any of the Subject Securities Shares that is inconsistent with this Voting Agreement or otherwise (ii) take any other action with respect to any of the Subject Securities Shares that would in any way restrict, limit or interfere with the performance of Stockholder’s obligations hereunder or the transactions contemplated hereby.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Voting Agreement: (i) Stockholder Shareholder shall deliver to Parent Acquisition Sub a proxy in the form attached to this Voting Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times during the Voting Effective Period) with respect to the shares Company Securities referred to therein (the “Proxy”); and (ii) Stockholder Shareholder shall cause to be delivered to Parent Acquisition Sub an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company Common Stock Securities that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange ActAct of 1934), but not of record, by StockholderShareholder. Notwithstanding anything else The Shareholder shall cause the Proxy and any additional proxies to be notarized by a notary public in the contrary contained in this Section 3.2, the jurisdiction of such proxies are executed. The Proxy shall terminate and be revoked (as of the Expiration Time. If the expiration date set forth in the Proxy or shall under no circumstances become effective) with respect any additional proxy occurs prior to the Subject Securities upon Expiration Time, Shareholder shall promptly (and in no event more than two business days) following such expiration date deliver to Acquisition Sub a replacement proxy having an express expiration date that reasonably approximates the Expiration Date, without any notice Time. Parent shall not use or action by Stockholders attempt to use the Proxy or any other personadditional proxies following the Expiration Time and shall return the Proxy and any additional proxies to Shareholder promptly following the Expiration Time. (b) Stockholder shallDuring the Effective Period, at Stockholder’s own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent the power to carry out and give effect to the provisions of this Voting Agreement. (c) Stockholder Shareholder shall not enter into any tender, voting or other agreement, or grant a proxy or power of attorney, with respect to the Subject Securities Shares that is inconsistent with this Voting Agreement or otherwise take any other action with respect to the Subject Securities Shares that would in any way restrict, limit or interfere with the performance of StockholderShareholder’s obligations hereunder or the transactions contemplated hereby.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Voting Agreement: (i) Stockholder shall deliver to Parent a proxy in the form attached to this Voting Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times during the Voting Period) Solely with respect to the shares referred matters expressly set forth in clauses “(a)”, “(b)” or “(c)” of Section 4.1, for so long as this Agreement has not been terminated in accordance with its terms, Stockholder hereby irrevocably appoints Parent as its attorney and proxy with full power of substitution and resubstitution, to therein the full extent of Stockholder’s voting rights with respect to all Subject Securities (the “Proxy”); which proxy is irrevocable and (ii) Stockholder shall cause to be delivered to Parent which appointment is coupled with an additional proxy (in the form attached hereto as Exhibit A) executed on behalf interest, including for purposes of Section 212 of the record owner DGCL) to vote, and to execute written consents with respect to, all Subject Securities solely on the matters expressly set forth in clauses “(a)”, “(b)” or “(c)” of Section 4.1, and in accordance therewith. Stockholder agrees to execute any outstanding shares further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Exchange Act), but not of record, by Stockholder. Notwithstanding anything else to the contrary proxy contained in this Section 3.24.2(a). Such proxy shall automatically terminate upon the termination of this Agreement in accordance with its terms. Parent may terminate this proxy with respect to a Stockholder at any time in its sole discretion by written notice provided to such Stockholder. This proxy is given to secure the obligations of Stockholder under Section 4.1, was given in consideration of and as an additional inducement of Parent and Purchaser to enter into the Proxy shall terminate Merger Agreement, and be revoked (or shall under no circumstances become effective) hereby revokes any proxy previously given by such Stockholder with respect to the Subject Securities upon the Expiration Date, without any notice or action by Stockholders or any other personSecurities. (b) Stockholder shall, at Stockholder’s own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent the power to carry out and give effect to the provisions of this Voting Agreement. (c) Stockholder shall not enter into any tender, voting or other such agreement, or grant a proxy or power of attorney, with respect to any of the Subject Securities that is inconsistent with this Voting Agreement or otherwise take any other action with respect to any of the Subject Securities that would in any way material respect restrict, limit or interfere with the performance of any of Stockholder’s obligations hereunder and shall not commence or take any action to join in any class action with respect to, any claim, derivative or otherwise, against Parent, Purchaser, Merger Sub, the transactions contemplated herebyCompany or any of their respective successors challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Voting Agreement: (i) each Stockholder shall deliver has delivered to Parent Acquiror a proxy in the form attached to this Voting Agreement as Exhibit EXHIBIT A, which shall be irrevocable to the fullest extent permitted by law (at all times during the Voting Period) law, with respect to the shares referred to therein (the “Proxy”"PROXY"); and (ii) each Stockholder shall cause has caused to be delivered to Parent Acquiror an additional proxy (in the form attached hereto as Exhibit EXHIBIT A) executed on behalf of the record owner of any outstanding shares of Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Exchange Act), but not of record, by such Stockholder. Notwithstanding anything else , which proxy shall be irrevocable to the contrary contained in this Section 3.2fullest extent permitted by law, the Proxy shall terminate and be revoked (or shall under no circumstances become effective) with respect to the Subject Securities upon the Expiration Date, without any notice or action by Stockholders or any other personshares referred to therein. (b) Each Stockholder shall, at Stockholder’s Acquiror's own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent Acquiror the power to carry out and give effect to the provisions of this Voting Agreement. (c) Stockholder . Without limiting the generality of the foregoing, none of the parties hereto shall not enter into any tenderagreement or arrangement (or alter, voting amend or other agreement, terminate any existing agreement or grant a proxy arrangement) or power of attorney, with respect to the Subject Securities that is inconsistent with this Voting Agreement transaction if such action would materially impair or otherwise take any other action with respect to the Subject Securities that would in any way restrict, limit or materially interfere with the performance ability of Stockholder’s obligations hereunder or any party to effectuate, carry out and comply with all of the transactions contemplated herebyterms of this Agreement.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Voting Agreement: (i) each Stockholder shall deliver to Parent a proxy in the form attached to this Voting Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times during prior to the Voting PeriodProxy Expiration Date) with respect to the shares referred to therein (the “Proxy”); and (ii) each Stockholder shall cause to be delivered to Parent an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange ActAct of 1934), but not of record, by a Stockholder. Notwithstanding anything else to the contrary contained in this Section 3.2, the Proxy shall terminate and be revoked (or shall under no circumstances become effective) with respect to the Subject Securities upon the Expiration Date, without any notice or action by Stockholders or any other person. (b) Each Stockholder shall, at Parent’s expense (except for actions taken pursuant to subsection (a) above, which shall be at Stockholder’s own expense), perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent the power to carry out and give effect to the provisions of this Voting Agreement. (c) No Stockholder shall not enter into any tender, voting or other such agreement, or grant a proxy or power of attorney, with respect to the Subject Securities Shares that is inconsistent with this Voting Agreement or otherwise take any other action with respect to the Subject Securities Shares that would in any way restrict, limit or interfere with the performance of any Stockholder’s obligations hereunder or the transactions contemplated hereby.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Voting Agreement: (i) Stockholder shall deliver to Parent the Company a proxy in the form attached to this Voting Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times during the Voting Period) with respect to the shares referred to therein (the “Proxy”); and (ii) Stockholder shall cause to be delivered to Parent the Company an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company Parent Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Exchange Act), but not of record, by Stockholder. Notwithstanding anything else to the contrary contained in this Section 3.2, the Proxy shall terminate and be revoked (or shall under no circumstances become effective) with respect to the Subject Securities upon the Expiration Date, without any notice or action by Stockholders or any other person. (b) Stockholder shall, at Stockholder’s own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent the Company the power to carry out and give effect to the provisions of this Voting Agreement. (c) Stockholder shall not enter into any tender, voting or other agreement, or grant a proxy or power of attorney, with respect to the Subject Securities that is inconsistent with this Voting Agreement or otherwise take any other action with respect to the Subject Securities that would in any way restrict, limit or interfere with the performance of Stockholder’s obligations hereunder or the transactions contemplated hereby.

Proxy; Further Assurances. (ai) Contemporaneously with the execution of this Voting Agreement: (i) Stockholder , each Seller shall deliver to Parent Purchaser a proxy in the form attached to this Voting Agreement as Exhibit AC, which shall be irrevocable (at all times prior to the end of the Support Period) to the fullest extent permitted by law (at all times during the Voting Period) with respect to the shares Sellers Owned Shares referred to therein (the “Proxy”); and . (ii) Stockholder Each Seller shall cause to be delivered to Parent an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Exchange Act), but not of record, by Stockholder. Notwithstanding anything else to the contrary contained in this Section 3.2, the Proxy shall terminate and be revoked (or shall under no circumstances become effective) with respect to the Subject Securities upon the Expiration Date, without any notice or action by Stockholders or any other person. (b) Stockholder shall, at Stockholder’s own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent Purchaser the power to carry out and give effect to the provisions of this Voting Agreement. (ciii) Stockholder No Seller shall not enter into any tender, voting or other such agreement, or grant a proxy or power of attorney, with respect to the Subject Securities any of such Seller’s Sellers Owned Shares that is inconsistent with this Voting Agreement or otherwise take any other action with respect to the Subject Securities any of such Seller’s Sellers Owned Shares that would in any way restrict, limit or interfere with the performance of Stockholderany of such Seller’s obligations hereunder or any of the transactions actions contemplated hereby. (iv) Except as expressly set forth herein, each Seller may vote such Seller’s Sellers Owned Shares on any matter not referred to in the Proxy and the attorneys and proxies named in the Proxy may not exercise the Proxy with respect to such other matters.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Voting Agreement: (i) each Stockholder shall deliver has delivered to Parent Acquiror a proxy in the form attached to this Voting Agreement as Exhibit A, which shall be irrevocable to the fullest extent --------- permitted by law (at all times during and to the Voting Period) extent provided therein, with respect to the shares referred to therein (the “"Proxy”"); and (ii) each Stockholder shall cause has caused to be ----- delivered to Parent Acquiror an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of --------- Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Exchange Act), but not of record, by such Stockholder. Notwithstanding anything else , which proxy shall be irrevocable to the contrary contained in this Section 3.2fullest extent permitted by law and to the extent provided therein, the Proxy shall terminate and be revoked (or shall under no circumstances become effective) with respect to the Subject Securities upon the Expiration Date, without any notice or action by Stockholders or any other personshares referred to therein. (b) Each Stockholder shall, at such Stockholder’s 's own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent Acquiror the power to carry out and give effect to the provisions of this Voting Agreement. (c) Stockholder . Without limiting the generality of the foregoing, none of the parties hereto shall not enter into any tenderagreement or arrangement (or alter, voting amend or other agreement, terminate any existing agreement or grant a proxy arrangement) or power of attorney, with respect to the Subject Securities that is inconsistent with this Voting Agreement transaction if such action would materially impair or otherwise take any other action with respect to the Subject Securities that would in any way restrict, limit or materially interfere with the performance ability of Stockholder’s obligations hereunder or any party to effectuate, carry out and comply with all of the transactions contemplated herebyterms of this Agreement.

Proxy; Further Assurances. (a) Contemporaneously with Subject to the penultimate sentence of this Section 3.2(a), by execution of this Voting Agreement: (i) , Stockholder shall deliver to does hereby appoint Parent a proxy in the form attached to this Voting Agreement with full power of substitution and resubstitution, as Exhibit AStockholder’s true and lawful attorney and irrevocable proxy, which shall be irrevocable to the fullest extent permitted by law (at all times during the Voting Period) of Stockholder’s rights with respect to the shares referred Subject Securities, to therein vote, each of such Subject Securities solely with respect to the matters set forth in Section 3.1 hereof (the “Proxy”); and (ii) . Stockholder shall cause intends the Proxy to be delivered to Parent irrevocable and coupled with an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Exchange Act), but not of record, by Stockholder. Notwithstanding anything else to the contrary contained in this Section 3.2, interest hereunder until the Proxy shall terminate Expiration Date and be revoked (or shall under no circumstances become effective) hereby revokes any proxy previously granted by Stockholder with respect to the Subject Securities Securities. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Proxy Expiration DateDate of this Agreement. Stockholder hereby revokes any proxies previously granted, without any notice or action by Stockholders or any other personand represents that none of such previously-granted proxies are irrevocable. (b) Stockholder shall, at Stockholder’s own expense, shall perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent the power to carry out and give effect to the provisions of this Voting Agreement. (c) Stockholder shall not enter into any tender, voting or other such agreement, or grant a proxy or power of attorney, with respect to the Subject Securities that is inconsistent with this Voting Agreement or otherwise take any other action with respect to the Subject Securities that would in any way restrict, limit or interfere with the performance of Stockholder’s obligations hereunder or the transactions contemplated hereby.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Voting Support Agreement: (i) Stockholder Shareholder shall deliver to Parent a proxy in the form attached to this Voting Support Agreement as Exhibit A, which shall be irrevocable (at all times prior to the Proxy Expiration Date) to the fullest extent permitted by law (at all times during the Voting Period) with respect to the shares referred to therein (the “Proxy”); and (ii) Stockholder Shareholder shall cause to be delivered to Parent an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Exchange Act), but not of record, by StockholderShareholder. Notwithstanding anything else The Proxy shall expire and be of no further force or effect upon the Proxy Expiration Date. It is agreed that Parent will only vote the shares of Company Common Stock subject to the contrary contained in this Section 3.2, the Proxy shall terminate and be revoked (or shall under no circumstances become effective) with respect to the Subject Securities upon matters specified in, and in accordance with the Expiration Dateprovisions of, without any notice or action by Stockholders or any other personSection 3.1 hereof. (b) Stockholder During the Support Period, sShareholder shall, at StockholderShareholder’s own reasonable expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent the power to carry out and give effect to the provisions of this Voting Support Agreement. (c) Stockholder During the Support Period, Shareholder shall not enter into any tender, voting or other such agreement, or grant a proxy or power of attorney, with respect to any of the Subject Securities that is inconsistent with this Voting Support Agreement or otherwise take any other action with respect to any of the Subject Securities that would in any way restrict, limit or interfere with the performance of Stockholderany of Shareholder’s obligations hereunder or any of the transactions actions contemplated hereby.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Voting Agreement: (i) each Stockholder shall deliver has delivered to Parent Acquiror a proxy in the form attached to this Voting Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times during the Voting Period) law, with respect to the shares referred to therein (the “"Proxy”"); and (ii) each Stockholder shall cause has caused to be delivered to Parent Acquiror an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Exchange Act), but not of record, by such Stockholder. Notwithstanding anything else , which proxy shall be irrevocable to the contrary contained in this Section 3.2fullest extent permitted by law, the Proxy shall terminate and be revoked (or shall under no circumstances become effective) with respect to the Subject Securities upon the Expiration Date, without any notice or action by Stockholders or any other personshares referred to therein. (b) Each Stockholder shall, at such Stockholder’s 's own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent Acquiror the power to carry out and give effect to the provisions of this Voting Agreement. (c) Stockholder . Without limiting the generality of the foregoing, none of the parties hereto shall not enter into any tenderagreement or arrangement (or alter, voting amend or other agreement, terminate any existing agreement or grant a proxy arrangement) or power of attorney, with respect to the Subject Securities that is inconsistent with this Voting Agreement transaction if such action would materially impair or otherwise take any other action with respect to the Subject Securities that would in any way restrict, limit or materially interfere with the performance ability of Stockholder’s obligations hereunder or any party to effectuate, carry out and comply with all of the transactions contemplated herebyterms of this Agreement.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Voting Agreement: (i) each Stockholder shall deliver has delivered to Parent the Company a proxy in the form attached to this Voting Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times during and to the Voting Period) extent provided therein, with respect to the shares referred to therein (the “"Proxy”"); and (ii) each Stockholder shall cause has caused to be delivered to Parent the Company an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company Acquiror Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Exchange Act), but not of record, by such Stockholder. Notwithstanding anything else , which proxy shall be irrevocable to the contrary contained in this Section 3.2fullest extent permitted by law and to the extent provided therein, the Proxy shall terminate and be revoked (or shall under no circumstances become effective) with respect to the Subject Securities upon the Expiration Date, without any notice or action by Stockholders or any other personshares referred to therein. (b) Each Stockholder shall, at such Stockholder’s 's own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent the Company the power to carry out and give effect to the provisions of this Voting Agreement. (c) Stockholder . Without limiting the generality of the foregoing, none of the parties hereto shall not enter into any tenderagreement or arrangement (or alter, voting amend or other agreement, terminate any existing agreement or grant a proxy arrangement) or power of attorney, with respect to the Subject Securities that is inconsistent with this Voting Agreement transaction if such action would materially impair or otherwise take any other action with respect to the Subject Securities that would in any way restrict, limit or materially interfere with the performance ability of Stockholder’s obligations hereunder or any party to effectuate, carry out and comply with all of the transactions contemplated herebyterms of this Agreement.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Voting Agreement: (i) each Stockholder shall deliver has delivered to Parent the Company a proxy in the form attached to this Voting Agreement as Exhibit A, which shall be irrevocable to the fullest extent --------- permitted by law (at all times during and to the Voting Period) extent provided therein, with respect to the shares referred to therein (the “"Proxy”"); and (ii) each Stockholder shall cause has caused to be ----- delivered to Parent the Company an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company --------- Acquiror Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Exchange Act), but not of record, by such Stockholder. Notwithstanding anything else , which proxy shall be irrevocable to the contrary contained in this Section 3.2fullest extent permitted by law and to the extent provided therein, the Proxy shall terminate and be revoked (or shall under no circumstances become effective) with respect to the Subject Securities upon the Expiration Date, without any notice or action by Stockholders or any other personshares referred to therein. (b) Each Stockholder shall, at such Stockholder’s 's own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent the Company the power to carry out and give effect to the provisions of this Voting Agreement. (c) Stockholder . Without limiting the generality of the foregoing, none of the parties hereto shall not enter into any tenderagreement or arrangement (or alter, voting amend or other agreement, terminate any existing agreement or grant a proxy arrangement) or power of attorney, with respect to the Subject Securities that is inconsistent with this Voting Agreement transaction if such action would materially impair or otherwise take any other action with respect to the Subject Securities that would in any way restrict, limit or materially interfere with the performance ability of Stockholder’s obligations hereunder or any party to effectuate, carry out and comply with all of the transactions contemplated herebyterms of this Agreement.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Voting Support Agreement: (i) Stockholder Shareholder shall deliver to Parent a proxy in the form attached to this Voting Support Agreement as Exhibit A, which shall be irrevocable (at all times prior to the Proxy Expiration Date) to the fullest extent permitted by law (at all times during the Voting Period) with respect to the shares referred to therein (the “Proxy”); and (ii) Stockholder Shareholder shall cause to be delivered to Parent an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Exchange Act), but not of record, by StockholderShareholder. Notwithstanding anything else The Proxy shall expire and be of no further force or effect upon the Proxy Expiration Date. It is agreed that Parent will only vote the shares of Company Common Stock subject to the contrary contained in this Section 3.2, the Proxy shall terminate and be revoked (or shall under no circumstances become effective) with respect to the Subject Securities upon matters specified in, and in accordance with the Expiration Dateprovisions of the Proxy, without any notice or action by Stockholders or and will cause any other personnamed proxies or substituted proxies to do the same, and to otherwise comply with Parent’s obligations under this Support Agreement. (b) Stockholder During the Support Period, shareholder shall, at StockholderShareholder’s own reasonable expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent the power to carry out and give effect to the provisions of this Voting Support Agreement. (c) Stockholder During the Support Period, Shareholder shall not enter into any tender, voting or other such agreement, or grant a proxy or power of attorney, with respect to any of the Subject Securities that is inconsistent with this Voting Support Agreement or otherwise take any other action with respect to any of the Subject Securities that would in any way restrict, limit or interfere with the performance of Stockholderany of Shareholder’s obligations hereunder or any of the transactions actions contemplated hereby.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Voting Agreement: (i) Stockholder shall deliver to Parent the Company a proxy in the form attached to this Voting Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times during prior to the Voting PeriodCovenant Expiration Date) with respect to the shares referred to therein (the “Proxy”); ) and (ii) Stockholder shall cause to be delivered to Parent the Company an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company Parent Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange ActAct of 1934), but not of record, by Stockholder. Notwithstanding anything else to Stockholder hereby irrevocably constitutes and appoints the contrary contained Company the true and lawful agent, attorney and attorney in this Section 3.2, the Proxy shall terminate and be revoked (or shall under no circumstances become effective) fact of Stockholder with respect to the Subject Securities, with full power of substitution (such power of attorney, being coupled with an interest, being irrevocable) to, at any time during the Term, execute and deliver such additional instruments of proxy, authorizations or consents, and to exercise such other similar rights of Stockholder, in respect of the Subject Securities upon at any annual, special or adjourned meeting of stockholders of Parent, and in any written consent in lieu of any such meeting, as may be necessary or desirable to give effect to the Expiration Date, without any notice or action by Stockholders or any other personterms and intent of this Agreement. (b) Stockholder shall, at Stockholder’s his or its own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent the Company the power to carry out and give effect to the provisions of this Voting Agreement. (c) Stockholder shall not enter into any tender, voting or other agreement, or grant a proxy or power of attorney, with respect to the Subject Securities that is inconsistent with this Voting Agreement or otherwise take any other action with respect to the Subject Securities that would in any way restrict, limit or interfere with the performance of Stockholder’s obligations hereunder or the transactions contemplated hereby.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Voting Agreement: (i) each Stockholder shall deliver has delivered to Parent Acquiror a proxy in the form attached to this Voting Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times during and to the Voting Period) extent provided therein, with respect to the shares referred to therein (the “"Proxy”"); and (ii) each Stockholder shall cause has caused to be delivered to Parent Acquiror an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Exchange Act), but not of record, by such Stockholder. Notwithstanding anything else , which proxy shall be irrevocable to the contrary contained in this Section 3.2fullest extent permitted by law and to the extent provided therein, the Proxy shall terminate and be revoked (or shall under no circumstances become effective) with respect to the Subject Securities upon the Expiration Date, without any notice or action by Stockholders or any other personshares referred to therein. (b) Each Stockholder shall, at such Stockholder’s 's own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent Acquiror the power to carry out and give effect to the provisions of this Voting Agreement. (c) Stockholder . Without limiting the generality of the foregoing, none of the parties hereto shall not enter into any tenderagreement or arrangement (or alter, voting amend or other agreement, terminate any existing agreement or grant a proxy arrangement) or power of attorney, with respect to the Subject Securities that is inconsistent with this Voting Agreement transaction if such action would materially impair or otherwise take any other action with respect to the Subject Securities that would in any way restrict, limit or materially interfere with the performance ability of Stockholder’s obligations hereunder or any party to effectuate, carry out and comply with all of the transactions contemplated herebyterms of this Agreement.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Voting Agreement: (i) Stockholder shall deliver to Parent a proxy in the form attached to this Voting Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times during prior to the Voting PeriodCovenant Expiration Date) with respect to the shares securities referred to therein (the “Proxy”); and (ii) Stockholder shall cause to be delivered to Parent an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company Common Capital Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange ActAct of 1934), but not of record, by Stockholder. Notwithstanding anything else to the contrary contained in this Section 3.2, the Proxy shall terminate and be revoked (or shall under no circumstances become effective) with respect to the Subject Securities upon the Expiration Date, without any notice or action by Stockholders or any other person. (b) Stockholder shall, at Stockholder’s his or its own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent the power to carry out and give effect to the provisions of this Voting Agreement. (c) In the event that the Company shall solicit a Stockholder Consent, Stockholder shall not enter into take all actions required of it pursuant to this Agreement, including without limitation Section 3.1, as soon as reasonably practicable following receipt of any tendersuch solicitation and in no event later than the later of (i) seventy-two (72) hours after the Form S-4 Registration is declared effective; or (ii) twenty-four (24) hours after the receipt of such solicitation (the “Consent Deadline”); provided, voting or other agreementhowever, or grant a proxy or power that Stockholder’s failure to take all actions required of attorney, with respect it pursuant to this Agreement prior to the Subject Securities Consent Deadline shall not be deemed a breach of this Agreement in the event that is inconsistent with the Company shall have obtained the Required Company Stockholder Vote within the time period specified in Section 5.2(a) of the Merger Agreement; and provided, further that the foregoing limitation shall in no way be deemed to limit Stockholder obligations under this Voting Section 3.2 to take all actions required of it pursuant to this Agreement as soon as reasonably practicable following receipt of any such solicitation or otherwise take Stockholder’s liability for breach of such obligation or any other action with respect obligation pursuant to the Subject Securities that would in any way restrict, limit or interfere with the performance of Stockholder’s obligations hereunder or the transactions contemplated herebythis Agreement.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Voting Agreement: (i) Stockholder shall deliver to Parent a proxy in the form attached to this Voting Agreement as Exhibit EXHIBIT A, which shall be irrevocable to the fullest extent permitted by law (at all times during prior to the Voting PeriodProxy Expiration Date) with respect to the shares referred to therein (the “Proxy”); and (ii) Stockholder shall cause to be delivered to Parent an additional proxy (in the form attached hereto as Exhibit EXHIBIT A) executed on behalf of the record owner of any outstanding shares of Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange ActAct of 1934), but not of record, by Stockholder. Notwithstanding anything else to the contrary contained in this Section 3.2, the Proxy shall terminate and be revoked (or shall under no circumstances become effective) with respect to the Subject Securities upon the Expiration Date, without any notice or action by Stockholders or any other person. (b) Stockholder shall, at Stockholder’s own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent the power to carry out and give effect to the provisions of this Voting Agreement. (c) Stockholder shall not enter into any tender, voting or other such agreement, or grant a proxy or power of attorney, with respect to the Subject Securities Shares that is inconsistent with this Voting Agreement or otherwise take any other action with respect to the Subject Securities Shares that would in any way restrict, limit or interfere with the performance of Stockholder’s obligations hereunder or the transactions contemplated hereby. (c) Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall limit or restrict Stockholder from acting in good faith in Stockholder’s capacity as a director or officer of the Company (it being understood that (i) this Agreement shall apply to Stockholder solely in Stockholder’s capacity as a stockholder of the Company and (ii) except as otherwise prohibited by this Agreement, the Proxy or any additional proxy delivered pursuant to Section 3.2(a)(ii), Stockholder may vote in Stockholder’s sole discretion on any matter other than those matters contemplated by Section 3.1).

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Voting Agreement: (i) Stockholder shall deliver to Parent Pivot a proxy in the form attached to this Voting Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times during prior to the Voting PeriodProxy Expiration Date) with respect to the shares referred to therein (the “Proxy”); and (ii) Stockholder shall cause to be delivered to Parent Pivot an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company Common Stock and Company Preferred Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange ActAct of 1934), but not of record, by Stockholder. Notwithstanding anything else to the contrary contained in this Section 3.2, the Proxy shall terminate and be revoked (or shall under no circumstances become effective) with respect to the Subject Securities upon the Expiration Date, without any notice or action by Stockholders or any other person. (b) Stockholder shall, at Stockholder’s own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent Pivot the power to carry out and give effect to the provisions of this Voting Agreement. (c) Stockholder shall not enter into any tender, voting or other such agreement, or grant a proxy or power of attorney, with respect to the Subject Securities that is inconsistent with this Voting Agreement or otherwise take any other action with respect to the Subject Securities that would in any way restrict, limit or interfere with the performance of Stockholder’s obligations hereunder or the transactions contemplated hereby.