Common use of Representations, Warranties and Covenants of Stockholder Clause in Contracts

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company as follows: (a) Such Stockholder has full power and legal capacity to execute and deliver this Agreement and to perform his or her obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution and delivery of this Agreement by such Stockholder does not, and the performance of such Stockholder's obligations hereunder will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Shares are or will be bound or affected. (b) Each Stockholder has read Section 6.05 of the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with the terms of this Agreement.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Parent as follows: (a) Such As of the date hereof, Stockholder is the beneficial or record owner of, or exercises voting power over, that number of shares of Company Capital Stock set forth on Schedule 1 hereto (all such shares owned beneficially or of record by Stockholder, or over which Stockholder exercises voting power, on the date hereof, collectively, the “Shares”). As of the date hereof, the Shares constitute Stockholder’s entire interest in the outstanding shares of Company Capital Stock and Stockholder is not the beneficial or record holder of, and does not exercise voting power over, any other outstanding shares of capital stock of the Company. No Person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Shares (other than, if Stockholder is a partnership or a limited liability company, the rights and interest of persons and entities that own partnership interests or units in Stockholder under the partnership agreement or operating agreement governing Stockholder and applicable partnership law or limited liability company law, or if Stockholder is a married individual and resides in a state with community property laws, the community property interest of his or her spouse to the extent applicable under such community property laws). The Shares are and will be at all times up until the Expiration Time free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Stockholder’s voting rights (other than to the extent disclosed to the Parent prior to the date of this Agreement), charges and other encumbrances of any nature that would adversely affect the Merger or the exercise or fulfillment of the rights and obligations of Stockholder under this Agreement or of the parties to this Agreement. Stockholder’s principal residence or place of business is set forth on the signature page hereto. (b) As of the date hereof, Stockholder is the legal and beneficial owner of the number of options, restricted stock units, stock appreciation rights, warrants and other rights to acquire, directly or indirectly, shares of Company Common Stock set forth on Schedule 1 hereto (collectively, the “Company Options and Other Rights”). The Company Options and Other Rights are and will be at all times up until the Expiration Time free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Stockholder’s voting rights, charges and other encumbrances of any nature that would adversely affect the exercise or fulfillment of the rights and obligations of the parties to this Agreement. (c) If Stockholder is a corporation, limited partnership or limited liability company, Stockholder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or constituted. (d) Stockholder has full power all requisite power, capacity and legal capacity authority to execute and deliver enter into this Agreement and to perform his or her obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes consummate the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at lawtransactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of Stockholder (or its board of directors or similar governing body, as applicable), and no other actions or proceedings on the part of Stockholder are necessary to authorize the execution and delivery by Stockholder of this Agreement and the consummation by Stockholder of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Stockholder and, assuming the due authorization, execution and delivery of this Agreement by Parent, constitutes a valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity. (e) The execution and delivery of this Agreement does not, and the performance by Stockholder of such Stockholder's its agreements and obligations hereunder will not, conflict with, result in any a breach or violation of or constitute a default under (with or an event that with without notice or lapse of time or both would become a default) both), or require notice to or the consent of any person under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation underprovisions of the organizational documents of Stockholder (if applicable), or result in the creation of any lien or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, leasecommitment, licenselaw, permitrule, franchise regulation, judgment, order or other instrument or obligation decree to which such Stockholder is a party or by which Stockholder is, or any of its assets are, bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, prevent or delay consummation of the Merger and the transactions contemplated by the Merger Agreement and this Agreement or otherwise prevent or delay Stockholder from performing his, her or the Shares or New Shares are or will be bound or affectedits obligations under this Agreement. (bf) Each Stockholder has read Section 6.05 agrees that Stockholder will not in Stockholder’s capacity as a stockholder of the Company bring, commence, institute, maintain, prosecute or voluntary aid any action, claim, suit or cause of action, in law or in equity, in any court or before any governmental entity, which (i) challenges the validity or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by Stockholder, either alone or together with the other Company voting agreements and proxies to be delivered in connection with the execution of the Merger Agreement, or the adoption and approval of the Merger Agreement and understands by the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transferCompany’s Board of Directors, sell, exchange, pledge or otherwise dispose of or encumber breaches any fiduciary duty of the Shares, Company’s Board of Directors or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with the terms of this Agreementmember thereof.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Parent as follows: (a) Such Stockholder has full power and legal capacity to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to perform his or her obligations hereunderconsummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, terms except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The To Stockholder's knowledge, the execution and delivery of this Agreement by such Stockholder does not, and the performance of such Stockholder's obligations hereunder will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Shares are or will be bound or affected. (b) Each Until the Expiration Date, Stockholder has read will not (and will use Stockholder's reasonable best efforts to cause Company, its affiliates, officers, directors and employees and any investment banker, attorney, accountant or other agent retained by Stockholder, Company or any of the same, not to, except to the extent otherwise permitted under Section 6.05 6.04 of the Merger Agreement Agreement): (i) initiate or solicit, directly or indirectly, any proposal, plan or offer to acquire all or any material part of the business or properties or capital stock of Company, whether by merger, purchase of assets, tender offer or otherwise, or to liquidate Company or otherwise distribute to the stockholders of Company all or any substantial part of the business, properties or capital stock of Company (each, an "Acquisition Proposal"); (ii) initiate, directly or indirectly, any contact with any person in an effort to or with a view towards soliciting any Acquisition Proposal; (iii) furnish information concerning Company's business, properties or assets to any corporation, partnership, person or other entity or group (other than Parent, or any associate, agent or representative of Parent) under any circumstances that could reasonably be expected to relate to an actual or potential Acquisition Proposal; or (iv) negotiate or enter into discussions or an agreement, directly or indirectly, with any entity or group with respect of any potential Acquisition Proposal. In the event Stockholder shall receive or become aware of any Acquisition Proposal subsequent to the date hereof, Stockholder shall promptly inform Parent as to any such matter and understands the Parentdetails thereof to the extent possible without breaching any other agreement to which such Stockholder is a party or violating its fiduciary duties. Notwithstanding the foregoing, the provisions of this Section 4(b) shall not be operative for any non-executive director of Company for so long as such director serves on Company's restrictions thereunderboard of directors. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent Company shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent Company to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with the terms of this Agreement.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Parent as follows: (a) Such Stockholder is the beneficial owner of the Subject Shares; (b) the Subject Shares set forth on the signature page hereto constitute Stockholder’s entire interest in the outstanding capital stock and voting securities of the Company as of the date hereof; (c) the Subject Shares are, and will be, at all times up until the Expiration Date, free and clear of any liens, claims, options, charges, security interests, proxies, voting trusts, agreements, rights, understandings or arrangements, or exercise of any rights of a stockholder in respect of the Subject Shares or other encumbrances; (d) Stockholder has voting power and the power of disposition with respect to all of the Subject Shares outstanding on the date hereof, and will have voting power and power of disposition with respect to all of the Subject Shares acquired by such Stockholder after the date hereof; and (e) Stockholder’s principal residence or place of business is accurately set forth on the signature page hereto. 4.2. Stockholder has full power and legal capacity to execute and deliver this Agreement and to comply with and perform his or her Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution and delivery of this Agreement by such Stockholder does not, and the performance of such Stockholder's ’s obligations hereunder will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Subject Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Subject Shares are or will be bound or affected. (b) Each Stockholder has read Section 6.05 of the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto4.3. Each Stockholder understands and agrees that if such prior to the Expiration Date Stockholder attempts to transferTransfer, vote or provide any other person with the authority to vote any of the Subject Shares other than in compliance with this Agreement, Parent the Company shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent the Company to not, (a) permit any such transfer Transfer on its books and records, (b) issue a new certificate representing any of the Subject Shares or (c) record such vote unless and until such Stockholder shall have complied with the terms of this Agreement.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Parent as follows: (a) Such Stockholder has full power and legal capacity to execute and deliver this Agreement and to perform his or her obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution and delivery of this Agreement by such Stockholder does not, and the performance of such Stockholder's obligations hereunder will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Shares are or will be bound or affected. (b) Each Such Stockholder has read Section 6.05 of the Merger Agreement and understands the ParentCompany's restrictions thereunder. (c) Each Such Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto; provided, however, that notwithstanding the foregoing, Nesstech LLC ("Nesstech") may distribute Shares to its members, after providing prior notice thereof to Parent and Company, so long as such distribution will not (i) cause any of the conditions to the consummation of the Merger set forth in Article VIII of the Merger Agreement to not be satisfied, as determined by Parent and Company in their reasonable discretion, or (ii) interfere with the ability of Nesstech to have such Shares voted as contemplated in Section 2 hereof. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent Company shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent Company to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with the terms of this Agreement. (d) Such Stockholder waives, as of the Effective Time, any claims it may have in its capacity as a stockholder and has no knowledge of any pending or threatened claims against the Company by any other security holder of the Company. (e) Such Stockholder will take all actions to terminate, as of the Effective Time, all agreements contemplated by Section 8.3(d) of the Merger Agreement to be terminated as of the Effective Time.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Parent as follows: (a) Such Stockholder has full power and legal capacity to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to perform his or her obligations hereunderconsummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The Except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law, the execution and delivery of this Agreement by such Stockholder does not, and the performance of such Stockholder's obligations hereunder will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Shares are or will be bound or affected. (b) Each Stockholder has read Except to the extent otherwise permitted under Section 6.05 6.04 of the Merger Agreement Agreement, until the Expiration Date, Stockholder will not (and understands will use Stockholder's reasonable best efforts to cause its affiliates, officers, directors and employees and any investment banker, attorney, accountant or other agent retained by Stockholder, not to: (i) initiate or solicit, directly or indirectly, any proposal, plan or offer to acquire all or any material part of the business or properties or capital stock of Company, whether by merger, purchase of assets, tender offer or otherwise, or to liquidate Company or otherwise distribute to the stockholders of Company all or any substantial part of the business, properties or capital stock of Company (each, an "Acquisition Proposal"); (ii) initiate, directly or indirectly, any contact with any person in an effort to or with a view towards soliciting any Acquisition Proposal; (iii) furnish information concerning Company's business, properties or assets to any corporation, partnership, person or other entity or group (other than Parent's restrictions thereunder, or any associate, agent or representative of Parent) under any circumstances that could reasonably be expected to relate to an actual or potential Acquisition Proposal; or (iv) negotiate or enter into discussions or an agreement, directly or indirectly, with any entity or group with respect of any potential Acquisition Proposal. In the event Stockholder shall receive or become aware of any Acquisition Proposal subsequent to the date hereof, Stockholder shall promptly inform Parent as to any such matter and the details thereof to the extent possible without breaching any other agreement to which such Stockholder is a party or violating its fiduciary duties. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares held by Stockholder as of the record date for any meeting at which such Shares are to be voted other than in compliance with this Agreement, Parent Company shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent Company to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or not record such vote unless and until such Stockholder shall have complied with the terms of this Agreement.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Parent as follows: (ai) Such Stockholder has is the beneficial owner of the Shares, with full power to vote or direct the voting of the Shares for and legal capacity on behalf of any and all beneficial owners of the Shares. (ii) As of the date hereof, the Shares are, and at all times up until the Expiration Time the Shares will be, free and clear of any rights of first refusal, co-sale rights, security interests, liens, pledges, claims, options, charges or other encumbrances of any kind or nature, in each case that would impair Stockholder’s ability to execute fulfill its obligations under Section 2, other than the number of Shares listed on the signature page to this Agreement that are pledged to the individual listed on the signature page to this Agreement pursuant to a pledge agreement and deliver note (the “Pledged Shares”), which Pledged Shares are, and at all times up until the Expiration Time will be, subject in all respects to a voting agreement and proxy that (A) is identical to this Agreement and the Proxy (except as to perform his or her obligations hereunder. This Agreement has been duly the identity of Stockholder and validly executed and delivered the number of Shares beneficially owned by such Stockholder Stockholder) and constitutes (B) obligates the valid and binding obligation holder of such Stockholder, enforceable against Pledged Shares to vote all such Stockholder Pledged Shares in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to manner set forth in Section 2 hereof and the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at lawProxy. The execution and delivery of this Agreement by such Stockholder does do not, and the Stockholder’s performance of such its obligations under this Agreement will not conflict with or violate any order, decree, judgment or agreement applicable to Stockholder or by which Stockholder or any of Stockholder's obligations hereunder ’s properties or Shares is bound. (iii) Stockholder does not beneficially own any shares of capital stock of the Company, or any securities convertible into, or exchangeable or exercisable for, shares of capital stock of the Company, other than as set forth on the signature page hereto. (iv) Stockholder has full power and authority to make, enter into and carry out the terms of this Agreement, the Proxy and any other related agreements to which Stockholder is a party. (v) Stockholder shall not take any action that the Company is prohibited from authorizing or permitting any Representative (as defined in the Merger Agreement) from taking under Section 5.4(a) of the Merger Agreement, whether or not Stockholder is or remains a Representative. (vi) Stockholder agrees that it will notnot bring, result commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any breach court or before any governmental entity, which (a) challenges the validity of or constitute a default seeks to enjoin the operation of any provision of this Agreement or (b) alleges that the execution and delivery of this Agreement by Stockholder, either alone or an event that together with notice or lapse the other Company voting agreements and proxies to be delivered in connection with the execution of time or both would become a default) underthe Merger Agreement, or give the approval of the Merger Agreement by the board of directors of the Company, breaches any fiduciary duty of the board of directors of the Company or any member thereof; provided, that Stockholder may defend against, contest or settle any such action, claim, suit or cause of action brought against Stockholder that relates solely to others Stockholder’s capacity as a director or officer of the Company. (vii) Stockholder hereby agrees and covenants that, as soon as practicable after the date hereof, Stockholder shall take any right and all actions reasonably necessary to terminate, amend, accelerate suspend (until the Expiration Time) or cancel terminate any right or obligation under, or result in and all plans adopted pursuant to Rule 10b5-1 promulgated under the creation of any lien or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation Exchange Act to which such Stockholder is a party or by which such Stockholder or that relate to the Shares or New Shares are or will be bound or affected(each, a “10b5-1 Plan”). (b) Each Stockholder has read Section 6.05 of the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with the terms of this Agreement.

Representations, Warranties and Covenants of Stockholder. Each Stockholder Stockholder, severally and not jointly, hereby represents, warrants and covenants to Company Parent as follows: (a) Such Stockholder is the record owner of the Subject Shares; (b) the Subject Shares set forth opposite its name on Exhibit A hereto constitute such Stockholder’s entire interest in the outstanding capital stock and voting securities of the Company as of the date hereof; (c) the Subject Shares are, and will be, at all times up until the Expiration Date, free and clear of any liens, claims, options, charges, security interests, proxies, voting trusts, agreements, rights, understandings or arrangements, or exercise of any rights of a stockholder in respect of the Subject Shares or other encumbrances; (d) such Stockholder has voting power and the power of disposition with respect to all of the Subject Shares set forth opposite it name on Exhibit A hereto outstanding on the date hereof, and will have voting power and power of disposition with respect to all of the Subject Shares acquired by such Stockholder after the date hereof; and (e) such Stockholder’s principal residence or place of business is accurately set forth on Exhibit A hereto. 4.2. Such Stockholder has full power and legal capacity to execute and deliver this Agreement and to comply with and perform his or her such Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution and delivery of this Agreement by such Stockholder does not, and the performance of such Stockholder's ’s obligations hereunder will not, not result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Subject Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Subject Shares are or will be bound or affected. (b) Each Stockholder has read Section 6.05 of the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto4.3. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent the Company not to, (a) permit the Transfer or, or any grant of authority to notvote with respect to, permit any such transfer its Subject Shares, in violation of this Agreement on its books and recordsrecords by such Stockholder, (b) issue a new certificate representing any of the such Subject Shares or (c) record such vote unless and until such Stockholder shall have complied with the terms of this Agreement.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company as follows: (a) Such Stockholder has full power and legal capacity to execute and deliver this Agreement and the Proxy and to perform his or her its obligations hereunderhereunder and thereunder. This Agreement has and the Proxy have been duly and validly executed and delivered by such Stockholder and constitutes constitute the valid and binding obligation obligations of such Stockholder, enforceable against such Stockholder in accordance with its their terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution and delivery of this Agreement and the Proxy by such Stockholder does not, and the performance of such Stockholder's obligations hereunder and thereunder will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Shares are or will be bound or affected. (b) Each Stockholder has read Section 6.05 of the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder or any other record holder of any Shares or New Shares attempts to transfer, vote or provide any other person with the authority to vote any of the Shares or New Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or New Shares or record such vote unless and until such Stockholder shall have complied with the terms of this Agreement.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company QRS as follows: (ai) Such Stockholder is the beneficial owner of the Shares; (ii) the Shares set forth on the signature page hereto constitute Stockholder's entire interest in the outstanding capital stock and voting securities of Parent as of the date hereof; (iii) the Shares are, and the Shares and any New Shares will be, at all times up until the Expiration Date, free and clear of any liens, claims, options, charges, security interests, proxies, voting trusts, agreements, rights, understandings or arrangements, or exercise of any rights of a stockholder in respect of the Shares and New Shares or other encumbrances; (iv) Stockholder has voting power and the power of disposition with respect to all of the Shares outstanding on the date hereof, and will have voting power and power of disposition with respect to all of the Shares and New Shares acquired by such Stockholder after the date hereof; and (v) Stockholder's principal residence or place of business is accurately set forth on the signature page hereto. (b) In the event that Stockholder is a corporation, partnership, limited liability company or other entity, Stockholder is duly organized and validly existing under the laws of the jurisdiction in which it is incorporated or constituted, and Stockholder has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Agreement. Stockholder has full power and legal capacity to execute and deliver this Agreement and to comply with and perform his or her Stockholder's obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution and delivery of this Agreement by such Stockholder does not, and the performance of such Stockholder's obligations hereunder will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Shares are or will be bound or affected. (b) Each Stockholder has read Section 6.05 of the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transferTransfer, vote or provide any other person with the authority to vote any of the Shares or New Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent to not, permit any such transfer Transfer on its books and records, issue a new certificate representing any of the Shares or New Shares or record such vote unless and until such Stockholder shall have complied with the terms of this Agreement.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Parent and Acquiror as follows: (a) Such Stockholder is the Beneficial Owner of the Shares and the Options indicated on the signature page of this Agreement. (b) As of the date hereof, Stockholder does not Beneficially Own any shares of capital stock of the Company or any securities convertible into, or exchangeable or exercisable for, shares of capital stock of the Company, other than the Shares and Options set forth on the signature page hereto. (c) Stockholder has the full power to dispose, vote or direct the voting of the Shares for and legal capacity on behalf of all beneficial owners of the Shares. (d) The Shares are, and at all times up to execute and deliver this Agreement and to perform his or her obligations hereunder. This Agreement has been duly and validly executed and delivered including the Expiration Date the Shares will be, Beneficially Owned by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its termsfree and clear of any rights of first refusal, except as may be limited by (i) the effect of bankruptcyco-sale rights, insolvencysecurity interests, conservatorshipliens, pledges, claims, options, charges, proxies, voting trusts or agreements, understandings or arrangement, moratorium or any other laws affecting encumbrances of any kind or relating to the rights of creditors generally, or nature (ii“Encumbrances”). (e) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution and delivery of this Agreement and the Proxy by such Stockholder does do not, and the Stockholder’s performance of such Stockholder's its obligations hereunder under this Agreement will notnot conflict with or violate or require any consent, result in any breach of approval or constitute a default (or an event that with notice or lapse of time or both would become a default) under, any order, decree, judgment, statute, law, rule, regulation or give agreement applicable to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of Stockholder’s properties or assets, including, without limitation, the Shares or New Shares are or will be bound or affectedand Options, is bound. (bf) Each Stockholder has read Section 6.05 of the Merger Agreement full power and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreementmake, Parent shall not, enter into and each Stockholder hereby unconditionally and irrevocably instructs Parent to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with carry out the terms of this Agreement, and the Proxy, in each case with respect to all of the Shares without limitation, qualification or restriction on such power and authority. (g) Subject to Section 12, Stockholder agrees that in his or her capacity as a stockholder of the Company, he or she will not (a) bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any governmental entity (an “Action”), which challenges the validity of or seeks to enjoin the operation of any provision of this Agreement or the Proxy or (b) bring or commence any Action that alleges that the execution and delivery of this Agreement or the Proxy by Stockholder, either alone or together with the other voting agreements and proxies to be delivered in connection with the execution of the Merger Agreement, or the approval of the Merger Agreement by the board of directors of the Company, breaches any fiduciary duty of the board of directors of the Company or any member thereof. (h) Except as expressly contemplated herein, the Stockholder is not a party to, and the Shares are not subject to or bound in any manner by, any contract or agreement relating to the Shares that would keep Stockholder from voting the Shares as described in this Agreement or require Stockholder to Transfer the Shares in violation of this Agreement, including without limitation, any voting agreement, option agreement, purchase agreement, stockholders’ agreement, partnership agreement or voting trust.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Parent as follows: (a) Such Stockholder has full power the legal capacity and legal absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and the Proxy and to perform his or her its obligations hereunderhereunder and thereunder. This Agreement has and the Proxy have been duly and validly executed and delivered by such Stockholder and constitutes the constitute legal, valid and binding obligation obligations of such Stockholder, enforceable against such Stockholder in accordance with its their terms, except as may be limited by subject to (i) the effect laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or and (ii) the rules of law governing the availability of specific performance, injunctive relief or and other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. remedies. (b) The execution and delivery of this Agreement and the Proxy by such Stockholder does do not, and the performance of this Agreement and the Proxy by such Stockholder's obligations hereunder Stockholder will not: (i) conflict with or violate any law, rule, regulation, order, decree or judgment applicable to such Stockholder or by which it or any of its properties is or may be bound or affected; or (ii) result in or constitute (with or without notice or lapse of time) any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any other Person (with or without notice or lapse of time) any right to terminateof termination, amendamendment, accelerate acceleration or cancel any right or obligation undercancellation of, or result (with or without notice or lapse of time) in the creation of any lien encumbrance or encumbrance restriction on any Shares or New of the Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation contract to which such Stockholder is a party or by which such Stockholder or the Shares any of his affiliates or New Shares are properties is or will may be bound or affected. (bc) Each Until the Expiration Date, Stockholder will (and will use commercially reasonable efforts to cause Company, its affiliates, officers, directors and employees and any investment banker, attorney, accountant or other agent retained by Stockholder or them, to) fully comply with the provisions of Section 4.3 of the Merger Agreement. Stockholder has carefully read this Agreement and Section 6.05 4.3 of the Merger Agreement and understands discussed the Parent's restrictions thereunderrequirements of such documents and other applicable limitations upon the Stockholder’s ability to solicit, initiate or intentionally encourage any Takeover Proposal (as defined in the Merger Agreement) to the extent the undersigned felt necessary with the Stockholder’s counsel or counsel for Company. (cd) Each Stockholder agrees shall not advise or counsel or seek to transfer, sell, exchange, pledge advise or otherwise dispose of counsel any Person to vote against the Merger or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound transactions contemplated by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with the terms of this Merger Agreement.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Parent as follows: (ai) Such Stockholder is the beneficial owner of the Shares; (ii) the Shares set forth on the signature page hereto constitute Stockholder’s entire interest in the outstanding capital stock and voting securities of the Company as of the date hereof; (iii) the Shares are, and the Shares and any New Shares will be, at all times up until the Expiration Date, free and clear of any liens, claims, options, charges, security interests, proxies, voting trusts, agreements, rights, understandings or arrangements, or exercise of any rights of a stockholder in respect of the Shares and New Shares or other encumbrances; (iv) Stockholder has voting power and the power of disposition with respect to all of the Shares outstanding on the date hereof, and will have voting power and power of disposition with respect to all of the Shares and New Shares acquired by such Stockholder after the date hereof; and (v) Stockholder’s principal residence or place of business is accurately set forth on the signature page hereto. (b) In the event that Stockholder is a corporation, partnership, limited liability company or other entity, Stockholder is duly organized and validly existing under the laws of the jurisdiction in which it is incorporated or constituted, and Stockholder has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Agreement. Stockholder has full power and legal capacity to execute and deliver this Agreement and to comply with and perform his or her Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution and delivery of this Agreement by such Stockholder does not, and the performance of such Stockholder's ’s obligations hereunder will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Shares are or will be bound or affected. (b) Each Stockholder has read Section 6.05 of the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transferTransfer, vote or provide any other person with the authority to vote any of the Shares or New Shares other than in compliance with this Agreement, Parent the Company shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent the Company to not, permit any such transfer Transfer on its books and records, issue a new certificate representing any of the Shares or New Shares or record such vote unless and until such Stockholder shall have complied with the terms of this Agreement.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Parent as follows: (a) Such Stockholder has full power power, authority and legal capacity to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to perform his or her obligations hereunderconsummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except . Except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The , the execution and delivery of this Agreement by such Stockholder does not, and the performance of such Stockholder's obligations hereunder will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Shares are or will be bound or affected. (b) Each Until the Expiration Date, Stockholder has read will not and will use Stockholder's reasonable best efforts to cause Company, and any Representatives of Company or Stockholder, not to, except to the extent otherwise permitted under Section 6.05 6.04 of the Merger Agreement Agreement, take any of the actions restricted by such Section 6.04, which provisions are hereby incorporated by reference. Until the Expiration Date, in the event Stockholder shall receive or become aware of any Company Competing Transaction subsequent to the Shopping Period Termination Time (as defined in the Merger Agreement), Stockholder shall promptly inform Parent as to any such matter and understands the Parentdetails thereof to the extent possible without breaching any other agreement to which such Stockholder is a party or violating its fiduciary duties. Stockholder shall take all actions requested by Company in connection with complying with Company's restrictions thereunderobligations under the Merger Agreement. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares or New Shares other than in compliance with this Agreement, Parent Company shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent Company to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or New Shares or record such vote unless and until such Stockholder shall have complied with the terms of this Agreement.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby -------------------------------------------------------- represents, warrants and covenants to Company Public as follows: (a) Such Stockholder is the sole beneficial and record owner, and has good and marketable title to, all the Shares, with sole and full power to vote or direct the voting of the Shares for and on behalf of all beneficial owners of the Shares with no limitations, qualifications or restrictions on such rights. (b) Except as set forth in the Stockholders Agreement, dated as of July 12, 2000, among the Company and certain of its stockholders, as of the date hereof the Shares are, and at all times up until the Expiration Date the Shares will be, free and clear of any rights of first refusal, co-sale rights, security interests, liens, pledges, claims, options, charges or other encumbrances (including any restriction on the right to vote or otherwise dispose of the Shares). (c) Other than as set forth on the signature page hereof, Stockholder does not beneficially own any (a) shares of capital stock or voting securities of the Company or Public, (b) securities of the Company or Public convertible into or exchangeable for shares of capital stock or voting securities of the Company or Public or (c) options or other rights to acquire from the Company or Public any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company or Public other than the Shares and any New Shares. (d) Stockholder has the legal capacity and full power and legal capacity authority to execute make, enter into and deliver carry out the terms of this Agreement and to perform his or her its obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the a valid and binding obligation agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms. (e) None of the Shares is subject to any voting trust, except as may be limited proxy or other agreement, arrangement or restriction with respect to voting. (f) Stockholder agrees that it shall not enter into any voting arrangement, whether by proxy, power-of-attorney, voting agreement, voting trust or otherwise, directly or indirectly, with respect to the Shares, in each case, that is inconsistent with this Agreement. (g) Stockholder shall not: (i) the effect of bankruptcyacquire, insolvencyannounce an intention to acquire, conservatorship, arrangement, moratorium offer or other laws affecting or relating propose to the rights of creditors generallyacquire, or agree to acquire, directly or indirectly, by purchase or otherwise, beneficial ownership of any Voting Securities (as defined below), or direct or indirect rights to options to acquire (through purchase, exchange, conversion or otherwise) any Voting Securities; (ii) the rules governing the availability of specific performanceform, injunctive relief join or other equitable remedies and general principles of equity, regardless of whether considered in any way participate in a proceeding in equity or at law. The execution and delivery "group" (within the meaning of this Agreement by such Stockholder does notSection 13(d)(e) of the 0000 Xxx) with respect to any Voting Securities, and the performance of such Stockholder's obligations hereunder will not, result in any breach of or constitute other than a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to group which such Stockholder is a party or by which such Stockholder or member of as of the Shares or New Shares are or will be bound or affected.date hereof; or (biii) Each Stockholder has read Section 6.05 of the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transferdisclose any intention, sell, exchange, pledge plan or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person arrangement inconsistent with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with the terms of this Agreementforegoing.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Parent as follows: (ai) Such Stockholder is the beneficial owner of the Shares; (ii) the Shares set forth on the signature page hereto constitute Stockholder’s entire interest in the outstanding capital stock and voting securities of the Company; (iii) the Shares are, and will be at all times up until the Expiration Date, free and clear of any liens, claims, options, charges, security interests, proxies, voting trusts, agreements, rights, understandings or arrangements, or exercise of any rights of a stockholder in respect of the Shares or other encumbrances; and (iv) Stockholder’s principal residence or place of business is accurately set forth on the signature page hereto. (b) In the event that Stockholder is a corporation, partnership, limited liability company or other entity, Stockholder is duly organized and validly existing under the laws of the jurisdiction in which it is incorporated or constituted, and Stockholder has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Agreement. Stockholder has full power and legal capacity to execute and deliver this Agreement and to perform his or her Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution and delivery of this Agreement by such Stockholder does not, and the performance of such Stockholder's ’s obligations hereunder will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Shares are or will be bound or affected. (b) Each Stockholder has read Section 6.05 of the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent the Company shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent the Company to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with the terms of this Agreement.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Parent as follows: (ai) Such Except as otherwise permitted by this Agreement, Stockholder is the Beneficial Owner of the Shares and the Options indicated on the signature page of this Agreement. (ii) Stockholder does not Beneficially Own any shares of capital stock of the Company or any securities convertible into, or exchangeable or exercisable for, shares of capital stock of the Company, other than the Shares and Options set forth on the signature page hereto. (iii) Stockholder has the full power to vote or direct the voting of the Shares for and legal capacity on behalf of all beneficial owners of the Shares. (iv) The Shares are, and at all times up to execute and deliver including the Expiration Date the Shares will be, Beneficially Owned by Stockholder, free and clear of any rights of first refusal, co-sale rights, security interests, liens, pledges, claims, options, charges, proxies, voting trusts or agreements, binding understandings or arrangement, or any other encumbrances of any kind or nature (“Encumbrances”), excluding encumbrances created by this Agreement and encumbrances that do not limit or impair the Stockholder’s ability to perform his or her obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by under this Agreement. (iv) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution and delivery of this Agreement and the Proxy by such Stockholder does do not, and the Stockholder’s performance of such its obligations under this Agreement will not conflict with or violate or require any consent, approval or notice under, any order, decree, judgment, statute, law, rule, regulation or agreement applicable to Stockholder or by which Stockholder or any of Stockholder's obligations hereunder ’s properties or assets, including, without limitation, the Shares and Options, is bound. (vi) Stockholder has full power and authority to make, enter into and carry out the terms of this Agreement, the Proxy and any other related agreements to which Stockholder is a party. (vii) Stockholder agrees that it will notnot bring, result commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any breach court or before any governmental entity, which (a) challenges the validity of or constitute a default seeks to enjoin the operation of any provision of this Agreement or the Proxy or (b) alleges that the execution and delivery of this Agreement or an event that the Proxy by Stockholder, either alone or together with notice or lapse the other voting agreements and proxies to be delivered in connection with the execution of time or both would become a default) underthe Merger Agreement, or give the approval of the Merger Agreement by the board of directors of the Company, breaches any fiduciary duty of the board of directors of the Company or any member thereof. (viii) Stockholder hereby agrees and covenants that, as soon as practicable after the date hereof, Stockholder shall take any and all actions reasonably necessary to others suspend (until the Expiration Date) or terminate its participation in any right and all plans adopted pursuant to terminateRule 10b5-1 promulgated under the Securities Exchange Act of 1934, amendas amended, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Shares are or will be bound or affected. (b) Each Stockholder has read Section 6.05 of the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not that relate to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with the terms of this Agreement.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Parent as follows: (a) Such Stockholder is the beneficial or record owner of, or exercises voting power over, that number of shares of Company Common Stock set forth on the signature page hereto (all such shares owned beneficially or of record by Stockholder, or over which Stockholder exercises voting power, on the date hereof, collectively, the “Shares”). Stockholder does not hold any other outstanding shares of capital stock of the Company. No person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Shares (other than, (i) if Stockholder is a partnership, the rights and interest of persons and entities that own partnership interests in Stockholder under the partnership agreement governing Stockholder and applicable partnership law or (ii) if Stockholder is a married individual and resides in a State with community property laws, the community property interest of his or her spouse to the extent applicable under such community property law, in which case such spouse has executed a spousal consent hereto if requested by Parent). The Shares are and will be at all times up until the Expiration Date free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Stockholder’s voting rights, charges and other encumbrances of any nature that would materially and adversely affect the ability of Stockholder to perform his, her or its obligations under this Agreement. Stockholder’s principal residence or place of business is set forth on the signature page hereto. (b) Stockholder has full power all requisite power, capacity and legal capacity authority to execute and deliver enter into this Agreement and to perform his or her obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes consummate the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at lawtransactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of Stockholder. This Agreement has been duly executed and delivered by Stockholder and, assuming the due authorization, execution and delivery of this Agreement by Parent, constitutes a valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity. (c) The execution and delivery of this Agreement does not, and the performance consummation of such Stockholder's obligations hereunder the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, result in any a breach or violation of or constitute a default (with or an event that with without notice or lapse of time or both would become a defaultboth) under, or give require notice to others or the consent of any right to terminate, amend, accelerate or cancel any right or obligation person under, any agreement, law, rule, regulation, judgment, order or result decree by which Stockholder is bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the creation of any lien aggregate, prevent or encumbrance on any Shares materially delay Stockholder from performing his, her or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Shares are or will be bound or affected. (b) Each Stockholder has read Section 6.05 of the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with the terms of obligations under this Agreement.

Representations, Warranties and Covenants of Stockholder. Each Stockholder Stockholder, severally and not jointly, hereby represents, warrants and covenants to Company Parent as follows: (a) Such Stockholder is the record owner of the Subject Shares; (b) the Subject Shares set forth opposite its name on Exhibit A hereto constitute such Stockholder’s entire interest in the outstanding capital stock and voting securities of the Company as of the date hereof; (c) the Subject Shares are, and will be, at all times up until the Expiration Date, free and clear of any liens, claims, options, charges, security interests, proxies, voting trusts, agreements, rights, understandings or arrangements, or exercise of any rights of a stockholder in respect of the Subject Shares or other encumbrances, provided that (i) the Subject Shares beneficially owned by GapStar, LLC (“GapStar”) have been pledged to a financial institution to secure certain obligations to such financial institution and (ii) if GapStar acquires beneficial ownership of any New Shares after the date of this Agreement and prior to the Expiration Date, then such New Shares shall also be subject to such pledge and security interest; (d) such Stockholder has voting power and the power of disposition with respect to all of the Subject Shares set forth opposite it name on Exhibit A hereto outstanding on the date hereof, and will have voting power and power of disposition with respect to all of the Subject Shares acquired by such Stockholder after the date hereof; and (e) such Stockholder’s principal residence or place of business is accurately set forth on Exhibit A hereto. 4.2. Such Stockholder has full power and legal capacity to execute and deliver this Agreement and to comply with and perform his or her such Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution and delivery of this Agreement by such Stockholder does not, and the performance of such Stockholder's ’s obligations hereunder will not, not result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Subject Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Subject Shares are or will be bound or affected. (b) Each Stockholder has read Section 6.05 of the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto4.3. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent the Company not to, (a) permit the Transfer or, or any grant of authority to notvote with respect to, permit any such transfer its Subject Shares, in violation of this Agreement on its books and recordsrecords by such Stockholder, (b) issue a new certificate representing any of the such Subject Shares or (c) record such vote unless and until such Stockholder shall have complied with the terms of this Agreement.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to the Company with respect to itself and its ownership of its Shares as follows: (a) Such Stockholder has full power and all legal capacity to execute and deliver this Agreement and to perform his or her obligations hereunder. consummate the transactions contemplated hereby. (b) Such Stockholder is the beneficial owner of its Shares and will continue to be the beneficial owner of its Shares until the termination of this Agreement, except as permitted by Section 2 of this Agreement. (c) This Agreement has been duly and validly executed and delivered by such Stockholder and Stockholder. (d) This Agreement constitutes the valid and binding obligation agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangementreorganization, moratorium or other and similar laws affecting or relating to the or affecting creditors' rights of creditors generally, or by general equity principles, (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. ) or by an implied covenant of good faith and fair dealing. (e) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law applicable to such Stockholder or by which such Stockholder or any of such Stockholder's obligations hereunder will not, properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminaterights of termination, amend, accelerate acceleration or cancel any right or obligation undercancellation of, or result in the creation of any a lien or encumbrance on any Shares or New Shares assets of such Stockholder, including, without limitation, such Stockholder's Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Shares are or will be any of such Stockholder's assets is bound or affected, except for any such breaches, defaults, conflicts, violations or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement. (bf) Each Until the termination of this Agreement, Stockholder has read will not (and will use Stockholder's reasonable best efforts to cause the Company, its officers, directors and employees and any investment banker, attorney, accountant or other advisor or representative of Stockholder or the Company or any of the same not to) (i) solicit, initiate or knowingly encourage (including by furnishing nonpublic information) any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, (ii) participate in any discussions or negotiations in furtherance of such inquiries or to obtain an Acquisition Proposal, or the making of any proposal that constitutes any Acquisition Proposal, or (iii) or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding any provision of this Section 6.05 3(f) to the contrary, if any Stockholder is a member of the Company's Board of Directors, such member of the Board of Directors may take actions in such capacity to the extent permitted by Sections 6.4 and 8.1(e) of the Merger Agreement and understands the Parent's restrictions thereunderAgreement. (cg) Each The Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger. (h) The Stockholder agrees not to transferexecute and deliver any additional documents necessary, sell, exchange, pledge or otherwise dispose of or encumber any in the reasonable opinion of the SharesCompany, or make any offer or agreement relating thereto, at any time prior to carry out the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement purpose and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with the terms intent of this Agreement.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Parent as follows: (a) Such Stockholder is the beneficial owner of the Subject Shares set forth opposite his name on Exhibit A hereto; (b) the Subject Shares set forth opposite his name on Exhibit A hereto constitute Stockholder’s entire interest in the outstanding capital stock and voting securities of the Company as of the date hereof; (c) the Subject Shares are, and will be, at all times up until the Expiration Date, free and clear of any liens, claims, options, charges, security interests, proxies, voting trusts, agreements, rights, understandings or arrangements, or exercise of any rights of a stockholder in respect of the Subject Shares or other encumbrances (except as to shares with respect to which Xxxxx X. Xxxxx holds an irrevocable proxy, as noted on Exhibit A); (d) Stockholder has the power of disposition with respect to all of the Subject Shares set forth opposite his name on Exhibit A hereto outstanding on the date hereof and will have voting power and power of disposition with respect to all of the Subject Shares acquired by such Stockholder after the date hereof; and (e) Stockholder’s principal residence or place of business is accurately set forth on Exhibit A hereto. 2.2. Stockholder has full power and legal capacity to execute and deliver this Agreement and to comply with and perform his or her Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution and delivery of this Agreement by such Stockholder does not, and the performance of such Stockholder's ’s obligations hereunder will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Subject Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Subject Shares are or will be bound or affected. (b) Each Stockholder has read Section 6.05 of the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto2.3. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent to notthe Company not to, (a) permit any such transfer the Transfer of his Subject Shares, in violation of this Agreement, on its books and records, records by Stockholder or (b) issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with the terms of this AgreementSubject Shares.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, represents and warrants to each of SPAC and covenants to Company as followsPubCo that: (a) Such Stockholder acknowledges that no person or entity has full power made or makes any representation or warranty to Stockholder in respect of SPAC, Target, PubCo, the Subject Shares, or the Transactions, other than the representations and legal capacity to execute warranties contained in this Agreement. (b) Stockholder, if an entity, has been duly formed or incorporated and deliver is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. The execution, delivery and performance by Stockholder of this Agreement are within the powers of Stockholder, have been duly authorized and will not constitute or result in a breach or default under or conflict with any statute, rule or regulation applicable to perform his Stockholder, any order, ruling or her obligations hereunderregulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which Stockholder is a party or by which Stockholder is bound, and will not violate any provisions of Stockholder’s organizational documents. This Agreement has been duly and validly authorized, executed and delivered by such Stockholder and constitutes the a legal, valid and binding obligation of such Stockholder, Stockholder enforceable against such Stockholder in accordance with its terms, except as to the extent that enforceability thereof may be limited by (i) the effect of applicable bankruptcy, insolvency, conservatorship, arrangement, reorganization and moratorium or laws and other laws of general application affecting or relating the enforcement of creditors’ rights generally and subject to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution and delivery of this Agreement by such Stockholder does not, and the performance of such Stockholder's obligations hereunder will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Shares are or will be bound or affected. (b) Each Stockholder has read Section 6.05 of the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transferStockholder, selldirectly or indirectly through its affiliates, exchange, pledge or otherwise dispose of or encumber any of owns the Subject Shares, free and clear of any liens (other than imposed by applicable securities laws, SPAC’s organizational documents and this Agreement). There are no proxies, voting rights, shareholders’ agreements or make any offer other agreements or agreement relating theretounderstandings, at any time prior to which Stockholder or its affiliates is a party or bound with respect to the Expiration Date voting or transfer of any Common Stock other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with the terms of this Agreement. (d) Stockholder and each of its affiliates holding Subject Shares is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC, or a person or entity prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Stockholder agrees to, and to cause its affiliates to, provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that Stockholder or its affiliates, as applicable, is permitted to do so under applicable law. If Stockholder or its affiliates holding Subject Shares is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001, and its implementing regulations (collectively, the “BSA/Patriot Act”), Stockholder and such affiliates, as applicable, maintain policies and procedures reasonably designed to comply with applicable obligations under the BSA/Patriot Act. To the extent required, Stockholder and each of its affiliates holding Subject Shares maintains policies and procedures reasonably designed (i) for the screening of its investors against the OFAC sanctions programs and (ii) to ensure that the funds held by Stockholder and/or its designated purchasing affiliates and used to purchase the Subject Shares were legally derived.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Parent as follows: (ai) Such Stockholder is the Beneficial Owner of the Shares, with the requisite power to vote or direct the voting of the Shares (to the extent the Shares may be voted), for and on behalf of all Beneficial Owners of the Shares, free and clear of any proxy or voting restriction other than pursuant to this Agreement other than that certain Investors Rights Agreement, dated as of June 14, 2004, and that certain Amended and Restated Investors Rights Agreement, dated as of September 30, 2003, and as subsequently amended as of June 14, 2004. (ii) Stockholder has full power and legal capacity authority to execute and deliver this Agreement and to perform his or her obligations hereunderconsummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Stockholder. This Agreement has been duly and validly executed and delivered by such or on behalf of Stockholder and, assuming its due authorization, execution and delivery by Company, constitutes the a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) subject to the effect of any applicable bankruptcy, reorganization, insolvency, conservatorship, arrangement, moratorium or other similar laws affecting or relating creditors’ rights generally and subject, as to enforceability, to the rights effect of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, equity (regardless of whether such enforceability is considered in a proceeding in equity or at law. ). (iii) The execution and delivery of this Agreement by such Stockholder does do not, and the performance of such Stockholder's obligations hereunder this Agreement by Stockholder will not, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Stockholder or by which it or any of its properties is bound or affected, or result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminaterights of termination, amendamendment, accelerate acceleration or cancel any right or obligation undercancellation of, or result in the creation of any a lien or encumbrance on any Shares of the property or New Shares assets of Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Shares are or will be any of its properties is bound or affected, except for any such breaches, defaults or other occurrences that would not cause or create a material risk of non-performance or delayed performance by Stockholder of its obligations under this Agreement. (biv) Each Stockholder has read Section 6.05 of the Merger Agreement The execution and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms delivery of this voting agreement and the proxy attached hereto. Each Agreement by Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall do not, and each the performance of this Agreement by Stockholder hereby unconditionally and irrevocably instructs Parent to will not, require any consent, approval, authorization or permit any such transfer on its books and recordsof, issue a new certificate representing any or filing with or notification to, ay governmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, of the Shares Exchange Act, and (ii) where the failure to obtain such consents, approvals, authorizations or record permits, or to make such vote unless and until such filings or notifications, would not prevent or delay the performance by Stockholder shall have complied with the terms of its obligations under this Agreement.

Representations, Warranties and Covenants of Stockholder. Each 5.1 Stockholder hereby representsrepresents and warrants to Nova that, as of the date hereof and at all times until the Expiration Date, (i) Stockholder is and will be the beneficial owner of the shares of Saturn Common Stock (unless otherwise Transferred in accordance with this Agreement), and the options, warrants and covenants other rights to Company purchase shares of Saturn Common Stock, set forth on signature page of this Agreement, with full power to vote or direct the voting of the Shares; (ii) the Shares are and will be, unless otherwise Transferred in accordance with this Agreement, free and clear of any liens, pledges, security interests, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances of any kind or nature (other than pursuant to the terms of restricted stock agreements as follows: in effect on the date hereof and except for applicable restrictions on transfer under applicable securities laws or under this Agreement and except for applicable community property laws); (aiii) Such Stockholder does not Own any securities of Saturn other than the shares of Saturn Common Stock, and options, warrants and other rights to purchase shares of Saturn Common Stock, set forth on the signature page of this Agreement; (iv) with respect to the Shares, Stockholder has and will have full power and legal capacity authority to execute make, enter into and deliver carry out the terms of this Agreement and the Proxy (unless such Shares are otherwise Transferred in accordance with this Agreement) and to perform his Stockholder’s obligations hereunder and thereunder; (v) the execution, delivery and performance of this Agreement by Stockholder will not violate any agreement or her obligations hereunder. This court order to which the Shares are subject, including, without limitation, any voting agreement or voting trust; and (vi) this Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the a valid and binding obligation agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by subject to: (iA) the effect laws of general application relating to bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to insolvency and the rights relief of creditors generally, or debtors; and (iiB) the rules of law governing the availability of specific performance, injunctive relief or and other equitable remedies and general principles remedies. 5.2 Stockholder agrees that it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, regardless in any court or before any governmental entity, which (a) challenges the validity of whether considered in a proceeding in equity or at law. The seeks to enjoin the operation of any provision of this Agreement or (b) alleges that the execution and delivery of this Agreement by such Stockholder does notStockholder, either alone or together with the other Saturn voting agreements and proxies to be delivered in connection with the performance execution of such Stockholder's obligations hereunder will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) underthe Merger Agreement, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Shares are or will be bound or affected. (b) Each Stockholder has read Section 6.05 approval of the Merger Agreement and understands by the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transferboard of directors of Saturn, sell, exchange, pledge or otherwise dispose of or encumber breaches any fiduciary duty of the Sharesboard of directors of Saturn or any member thereof; provided, that Stockholder may defend against, contest or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent to not, permit settle any such transfer on its books and recordsaction, issue claim, suit or cause of action brought against Stockholder that relates solely to Stockholder’s capacity as a new certificate representing any director or officer of the Shares or record such vote unless and until such Stockholder shall have complied with the terms of this AgreementSaturn.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Acquiror as follows: (a) Such As of the date of this Agreement, Stockholder is the beneficial or record owner of, or exercises voting power over, that number of shares of Company Common Stock set forth on the signature page hereto (all such shares owned beneficially or of record by Stockholder, or over which Stockholder exercises voting power, on the date hereof, collectively, the “Shares”). As of the date of this Agreement, the Shares constitute Stockholder’s entire interest in the outstanding shares of Company Common Stock and Stockholder is not the beneficial or record holder of, and does not exercise voting power over, any other outstanding shares of capital stock of the Company. As of the date of this Agreement, no person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Shares (other than, (i) if Stockholder is a partnership, the rights and interest of persons and entities that own partnership interests in Stockholder under the partnership agreement governing Stockholder and applicable partnership law or (ii) if Stockholder is a married individual and resides in a State with community property laws, the community property interest of his or her spouse to the extent applicable under such community property laws). The Shares are and will be at all times up until the Expiration Date (or for so long as the Stockholder beneficially owns the Shares) free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Stockholder’s voting rights, charges and other encumbrances of any nature that would adversely affect the exercise or fulfillment of the rights and obligations of the parties to this Agreement. Stockholder’s principal residence or place of business is set forth on the signature page hereto. (b) Stockholder has full power all requisite power, capacity and legal capacity authority to execute and deliver enter into this Agreement and to perform his or her obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes consummate the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at lawtransactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of Stockholder. This Agreement has been duly executed and delivered by Stockholder and, assuming the due authorization, execution and delivery of this Agreement by Acquiror, constitutes a valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity. (c) The execution and delivery of this Agreement does not, and the performance by Stockholder of such Stockholder's its agreements and obligations hereunder will not, conflict with, result in any a breach or violation of or constitute a default (with or an event that with without notice or lapse of time or both would become a defaultboth) under, or give require notice to others or the consent of any right to terminate, amend, accelerate or cancel any right or obligation person under, any agreement, law, rule, regulation, judgment, order or result decree by which Stockholder is bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the creation aggregate, prevent or delay Stockholder from performing his, her or its obligations under this Agreement. (d) Stockholder makes no agreement or understanding herein as a director or officer of the Company. Stockholder signs solely in Stockholder’s capacity as a record holder and beneficial owner, as applicable, of Shares, and nothing herein shall limit or affect any lien actions taken in Stockholder’s capacity as an officer or encumbrance on any Shares director of the Company. Without limiting the generality or New Shares pursuant toeffect of the foregoing, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such if the Stockholder is a party director of the Company, nothing herein shall prevent the Stockholder from taking any action solely in such Stockholder’s capacity as a director of the Company in the exercise of such director’s fiduciary duties with respect to an Acquisition Proposal or by which Superior Offer in compliance with the terms of the Merger Agreement, and none of such Stockholder actions taken in accordance with the provisions of this Section 4(d) or in accordance with the Shares or New Shares are or will be bound or affected. (b) Each Stockholder has read Section 6.05 provisions of the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not shall be deemed to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to constitute a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with the terms breach of this Agreement.

Representations, Warranties and Covenants of Stockholder. Each Stockholder of the Stockholders hereby represents, warrants and covenants to Company as follows: (a) Such each of MFN, Verizon, Bechtel, the Contractors and each other Stockholder that such Stockholder has full power and legal capacity to execute and deliver this Agreement and to perform his or her obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the valid and legally binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution and delivery of this Agreement by such Stockholder does not, and the performance of such Stockholder's obligations hereunder will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Shares are or will be bound or affected. (b) Each Stockholder has read Section 6.05 of the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with the terms of this Agreement.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Acquiror as follows: (a) Such Stockholder is the beneficial or record owner of, or exercises voting power over, that number of shares of Company Common Stock set forth on the signature page hereto (all such shares owned beneficially or of record by Stockholder, or over which Stockholder exercises voting power, on the date hereof, collectively, the “Shares”). The Shares constitute Stockholder’s entire interest in the outstanding shares of Company Common Stock and Stockholder does not hold any other outstanding shares of capital stock of the Company. No person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Shares (other than, (i) if Stockholder is a partnership, the rights and interest of persons and entities that own partnership interests in Stockholder under the partnership agreement governing Stockholder and applicable partnership law or (ii) if Stockholder is a married individual and resides in a State with community property laws, the community property interest of his or her spouse to the extent applicable under such community property laws). The Shares are and will be at all times up until the Expiration Date free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Stockholder’s voting rights, charges and other encumbrances of any nature that would adversely affect the Merger or the exercise or fulfillment of the rights and obligations of the Company under the Merger Agreement or of the parties to this Agreement. Stockholder’s principal residence or place of business is set forth on the signature page hereto. (b) Stockholder has full power all requisite power, capacity and legal capacity authority to execute and deliver enter into this Agreement and to perform his or her obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes consummate the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at lawtransactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of Stockholder. This Agreement has been duly executed and delivered by Stockholder and, assuming the due authorization, execution and delivery of this Agreement by Acquiror, constitutes a valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity. (c) The execution and delivery of this Agreement does not, and the performance consummation of such Stockholder's obligations hereunder the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, result in any a breach or violation of or constitute a default (with or an event that with without notice or lapse of time or both would become a defaultboth) under, or give require notice to others or the consent of any right to terminate, amend, accelerate or cancel any right or obligation person under, any agreement, law, rule, regulation, judgment, order or result decree by which Stockholder is bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the creation aggregate, prevent or delay consummation of any lien or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or the Merger and the transactions contemplated by which such Stockholder or the Shares or New Shares are or will be bound or affected. (b) Each Stockholder has read Section 6.05 of the Merger Agreement and understands the Parent's restrictions thereunderthis Agreement or otherwise prevent or delay Stockholder from performing his, her or its obligations under this Agreement. (cd) Each Stockholder agrees not to transferUntil the Expiration Date, sellStockholder, exchange, pledge or otherwise dispose of or encumber any in its capacity as a stockholder of the SharesCompany, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent to notshall not authorize, encourage or permit any such transfer person or entity on its books and recordsStockholder’s behalf to, issue a new certificate representing directly or indirectly, take any action that would, or could reasonably be expected to result in the violation by the Company of Section 5.3 of the Shares Merger Agreement; provided that if the Stockholder is a director of the Company or record has employees who are directors of the Company, nothing herein shall prevent the Stockholder (or such vote unless and until employees) from taking any action solely in such Stockholder shall have complied Stockholder’s (or employee’s) capacity as a director of the Company in the exercise of such director’s fiduciary duties with respect to an Acquisition Proposal or Superior Offer in compliance with the terms of this the Merger Agreement.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Parent as follows: (a) Such Stockholder is the beneficial owner of the Subject Shares set forth opposite his name on Exhibit A hereto; (b) the Subject Shares set forth opposite his name on Exhibit A hereto constitute Stockholder’s entire interest in the outstanding capital stock and voting securities of the Company as of the date hereof; (c) the Subject Shares are, and will be, at all times up until the Expiration Date, free and clear of any liens, claims, options, charges, security interests, proxies, voting trusts, agreements, rights, understandings or arrangements, or exercise of any rights of a stockholder in respect of the Subject Shares or other encumbrances (except as to shares with respect to which Rxxxx X. Xxxxx holds an irrevocable proxy, as noted on Exhibit A); (d) Stockholder has the power of disposition with respect to all of the Subject Shares set forth opposite his name on Exhibit A hereto outstanding on the date hereof and will have voting power and power of disposition with respect to all of the Subject Shares acquired by such Stockholder after the date hereof; and (e) Stockholder’s principal residence or place of business is accurately set forth on Exhibit A hereto. 2.2. Stockholder has full power and legal capacity to execute and deliver this Agreement and to comply with and perform his or her Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution and delivery of this Agreement by such Stockholder does not, and the performance of such Stockholder's ’s obligations hereunder will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Subject Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Subject Shares are or will be bound or affected. (b) Each Stockholder has read Section 6.05 of the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto2.3. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent to notthe Company not to, (a) permit any such transfer the Transfer of his Subject Shares, in violation of this Agreement, on its books and records, records by Stockholder or (b) issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with the terms of this AgreementSubject Shares.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Parent as follows: (a) Such Stockholder is the beneficial owner of the Subject Shares set forth opposite its name on Exhibit A hereto; (b) the Subject Shares set forth opposite its name on Exhibit A hereto constitute such Stockholder’s entire interest in the outstanding capital stock and voting securities of the Company as of the date hereof; (c) the Subject Shares are, and will be, at all times up until the Expiration Date, free and clear of any liens, claims, options, charges, security interests, proxies, voting trusts, agreements, rights, understandings or arrangements, or exercise of any rights of a stockholder in respect of the Subject Shares or other encumbrances, except as otherwise noted on Exhibit A; (d) such Stockholder has voting power and (except as to shares with respect to which Xxxxx X. Xxxxx holds an irrevocable proxy, as noted on Exhibit A) the power of disposition with respect to all of the Subject Shares set forth opposite its name on Exhibit A hereto outstanding on the date hereof, and will have voting power and (except as set forth on Exhibit A hereto) power of disposition with respect to all of the Subject Shares acquired by such Stockholder after the date hereof; and (e) such Stockholder’s principal residence or place of business is accurately set forth on Exhibit A hereto. 4.2. Such Stockholder has full power and legal capacity to execute and deliver this Agreement and to comply with and perform his or her such Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution and delivery of this Agreement by such Stockholder does not, and the performance of such Stockholder's ’s obligations hereunder will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Subject Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Subject Shares are or will be bound or affected. (b) Each Stockholder has read Section 6.05 of the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto4.3. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent the Company not to, (a) permit the Transfer of, or any grant of authority to notvote with respect to, permit any such transfer its Subject Shares, in violation of this Agreement on its books and recordsrecords by such Stockholder, (b) issue a new certificate representing any of the such Subject Shares or (c) record such vote unless and until such Stockholder shall have complied with the terms of this Agreement.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company the Crusader Entities as follows: (a) Such Stockholder is, and at all times up to and including the Expiration Date will be, the Beneficial Owner of the Shares and the Options indicated on the signature page of this Agreement. If any such Shares are held other than of record in the name of Stockholder, Exhibit A lists each name, address and, if applicable, account number (each such name and, if applicable, corresponding account number, a “Nominee Account”) in which such Shares are so held and the number of Shares so held in each such Nominee Account. Except as set forth on Exhibit A, Stockholder is, and at all times up to and including the Expiration Date will be, the record holder of the Shares and the Options indicated on the signature page of this Agreement. (b) As of the date hereof, Stockholder does not Beneficially Own any shares of capital stock of the Company or any securities convertible into, or exchangeable or exercisable for, shares of capital stock of the Company, other than the Shares and Options set forth on the signature page hereto. (c) Stockholder has the sole, full right, power and legal capacity authority to execute dispose, vote or direct the voting of the Shares for and deliver on behalf of all Beneficial Owners of the Shares with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. Without limiting the foregoing, none of the Shares are subject to any shared voting power or power of disposition by any other Beneficial Owner of the Shares. (d) The Shares are, and at all times up to and including the Expiration Date the Shares will be, Beneficially Owned by Stockholder, free and clear of any rights of first refusal, co-sale rights, security interests, liens, preemptive rights, pledges, claims, options, charges, proxies, voting trusts or agreements, understandings or arrangement, or any other encumbrances of any kind or nature (“Encumbrances”), except as permitted by the terms of this Agreement. (e) The execution and delivery of this Agreement by Stockholder does not, and Stockholder’s performance of its obligations under this Agreement will not, conflict with or violate or require any consent, approval or notice under, any order, decree, judgment, statute, law, rule, regulation or agreement applicable to perform his Stockholder or her obligations hereunderby which Stockholder or any of Stockholder’s properties or assets, including, without limitation, the Shares and Options, is bound. (f) Stockholder has the sole, full right, power and authority to make, enter into and carry out the terms of this Agreement with respect to all of the Shares without limitation, qualification or restriction on such power and authority. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the a legal, valid and binding obligation agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except subject, as may be limited by (i) the effect of to enforceability, to bankruptcy, insolvency, conservatorship, arrangementreorganization, moratorium or and other laws affecting or of general applicability relating to the or affecting creditors’ rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and to general principles of equity, equity (regardless of whether such enforceability is considered in a proceeding in equity or at law. The execution and delivery of this Agreement by such ). (g) Except as expressly contemplated herein, Stockholder does notis not a party to, and the performance of such Stockholder's obligations hereunder will not, result Shares are not subject to or bound in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Shares pursuant tomanner by, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Shares are or will be bound or affected. (b) Each Stockholder has read Section 6.05 of the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer contract or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee Shares that agrees to be bound by the terms of this would prohibit or restrict Stockholder from voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than as described in compliance with this Agreement or require Stockholder to Transfer the Shares in violation of this Agreement, Parent shall notincluding without limitation, and each Stockholder hereby unconditionally and irrevocably instructs Parent to notany voting agreement, permit any such transfer on its books and recordsoption agreement, issue a new certificate representing any of the Shares purchase agreement, stockholders’ agreement, partnership agreement or record such vote unless and until such Stockholder shall have complied with the terms of this Agreementvoting trust.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Parent as follows: (a) Such Stockholder has full power and legal capacity to execute and deliver this Agreement and to perform his or her obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution and delivery of this Agreement by such Stockholder does not, and the performance of such Stockholder's obligations hereunder will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Shares are or will be bound or affected. (b) Each Stockholder has read Section 6.05 6.02 of the Merger Agreement and understands the ParentCompany's restrictions thereunder. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent Company shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent Company to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with the terms of this Agreement.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Acquiror as follows: (a) Such Stockholder is the beneficial or record owner of, or exercises voting power over, that number of shares of Company Common Stock set forth on the signature page hereto (all such shares owned beneficially or of record by Stockholder, or over which Stockholder exercises voting power, on the date hereof, collectively, the “Shares”). The Shares constitute Stockholder’s entire interest in the outstanding shares of Company Common Stock and Stockholder is not the beneficial or record holder of, and does not exercise voting power over, any other outstanding shares of capital stock of the Company. No person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Shares (other than, (i) if Stockholder is a partnership, the rights and interest of persons and entities that own partnership interests in Stockholder under the partnership agreement governing Stockholder and applicable partnership law or (ii) if Stockholder is a married individual and resides in a State with community property laws, the community property interest of his or her spouse to the extent applicable under such community property laws). The Shares are and will be at all times up until the Expiration Date free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Stockholder’s voting rights, charges and other encumbrances of any nature that would adversely affect the exercise or fulfillment of the rights and obligations of the parties to this Agreement. Stockholder’s principal residence or place of business is set forth on the signature page hereto. (b) Stockholder has full power all requisite power, capacity and legal capacity authority to execute and deliver enter into this Agreement and to perform his or her obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes consummate the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at lawtransactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of Stockholder. This Agreement has been duly executed and delivered by Stockholder and, assuming the due authorization, execution and delivery of this Agreement by Acquiror, constitutes a valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity. (c) The execution and delivery of this Agreement does not, and the performance consummation of such Stockholder's obligations hereunder the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, result in any a breach or violation of or constitute a default (with or an event that with without notice or lapse of time or both would become a defaultboth) under, or give require notice to others or the consent of any right to terminate, amend, accelerate or cancel any right or obligation person under, any agreement, law, rule, regulation, judgment, order or result decree by which Stockholder is bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the creation aggregate, prevent or delay Stockholder from performing his, her or its obligations under this Agreement. (d) Stockholder makes no agreement or understanding herein as a director or officer of the Company. Stockholder signs solely in Stockholder’s capacity as a record holder and beneficial owner, as applicable, of Shares, and nothing herein shall limit or affect any lien actions taken in Stockholder’s capacity as an officer or encumbrance on any Shares director of the Company. Without limiting the generality or New Shares pursuant toeffect of the foregoing, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such if the Stockholder is a party director of the Company, nothing herein shall prevent the Stockholder from taking any action solely in such Stockholder’s capacity as a director of the Company in the exercise of such director’s fiduciary duties with respect to an Alternative Transaction Proposal or by which Superior Proposal in compliance with the terms of the Merger Agreement, and none of such Stockholder actions taken in accordance with the provisions of this Section 4(d) or in accordance with the Shares or New Shares are or will be bound or affected. (b) Each Stockholder has read Section 6.05 provisions of the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not shall be deemed to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to constitute a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with the terms breach of this Agreement.

Representations, Warranties and Covenants of Stockholder. Each 5.1 Stockholder hereby representsrepresents and warrants to Saturn that, as of the date hereof and at all times until the Expiration Date, (i) Stockholder is and will be the beneficial owner of the shares of Nova Common Stock (unless otherwise Transferred in accordance with this Agreement), and the options, warrants and covenants other rights to Company purchase shares of Nova Common Stock, set forth on signature page of this Agreement, with full power to vote or direct the voting of the Shares; (ii) the Shares are and will be, unless otherwise Transferred in accordance with this Agreement, free and clear of any liens, pledges, security interests, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances of any kind or nature (other than pursuant to the terms of restricted stock agreements as follows: in effect on the date hereof and except for applicable restrictions on transfer under applicable securities laws or under this Agreement and except for applicable community property laws); (aiii) Such Stockholder does not Own any securities of Nova other than the shares of Nova Common Stock, and options, warrants and other rights to purchase shares of Nova Common Stock, set forth on the signature page of this Agreement; (iv) with respect to the Shares, Stockholder has and will have full power and legal capacity authority to execute make, enter into and deliver carry out the terms of this Agreement and the Proxy (unless such Shares are otherwise Transferred in accordance with this Agreement) and to perform his Stockholder’s obligations hereunder and thereunder; (v) the execution, delivery and performance of this Agreement by Stockholder will not violate any agreement or her obligations hereunder. This court order to which the Shares are subject, including, without limitation, any voting agreement or voting trust; and (vi) this Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the a valid and binding obligation agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by subject to: (iA) the effect laws of general application relating to bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to insolvency and the rights relief of creditors generally, or debtors; and (iiB) the rules of law governing the availability of specific performance, injunctive relief or and other equitable remedies and general principles remedies. 5.2 Stockholder agrees that it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, regardless in any court or before any governmental entity, which (a) challenges the validity of whether considered in a proceeding in equity or at law. The seeks to enjoin the operation of any provision of this Agreement or (b) alleges that the execution and delivery of this Agreement by such Stockholder does notStockholder, either alone or together with the other Nova voting agreements and proxies to be delivered in connection with the performance execution of such Stockholder's obligations hereunder will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) underthe Merger Agreement, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Shares are or will be bound or affected. (b) Each Stockholder has read Section 6.05 approval of the Merger Agreement and understands by the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transferboard of directors of Nova, sell, exchange, pledge or otherwise dispose of or encumber breaches any fiduciary duty of the Sharesboard of directors of Nova or any member thereof; provided, that Stockholder may defend against, contest or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent to not, permit settle any such transfer on its books and recordsaction, issue claim, suit or cause of action brought against Stockholder that relates solely to Stockholder’s capacity as a new certificate representing any director or officer of the Shares or record such vote unless and until such Stockholder shall have complied with the terms of this AgreementNova.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants as to Company himself, herself or itself to Parent as follows: (a) Such Stockholder is the record owner and Beneficial Owner of the shares of Company Capital Stock indicated on the signature page of this Agreement for such Stockholder. (b) Such Stockholder does not Beneficially Own any shares or rights to acquire shares of capital stock of the Company other than the shares of Company Capital Stock indicated on the signature page of this Agreement for such Stockholder (it being acknowledged by Parent that each Intel Stockholder may be deemed to Beneficially Own the shares or rights to acquire shares that are Beneficially Owned by the other Intel Stockholders). (c) Such Stockholder has the full power to vote or direct the voting of his, her or its Shares for and legal capacity to execute on behalf of all Beneficial Owners of his, her or its Shares. (d) As of the date hereof, his, her or its Shares are, and deliver this Agreement and to perform his or her obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes at all times up until the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium Expiration Date or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution and delivery valid termination of this Agreement by such Stockholder does notpursuant to Section 13 hereof will be, free and the performance of such Stockholder's obligations hereunder will not, result in any breach of clear (by waiver or constitute a default (or an event that with notice or lapse of time or both would become a defaultotherwise) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Shares pursuant torights of first refusal, any noteco-sale rights, bondsecurity interests, mortgageliens, indenturepledges, contractclaims, agreementoptions, lease, license, permit, franchise charges or other instrument or obligation encumbrances. (e) Such Stockholder has full power and authority to make, enter into and carry out the terms of this Agreement, the Proxy and any other agreement with Parent to which such Stockholder is a party or by which such Stockholder or the Shares or New Shares are or will be bound or affectedparty. (bf) Each No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other Person on the part of such Stockholder is required in connection with the valid execution and delivery of this Agreement. No consent of such Stockholder’s spouse is necessary under any “community property” or other laws in order for such Stockholder to enter into and perform such Stockholder’s obligations under this Agreement. (g) Such Stockholder either has read Section 6.05 of been fully involved with the negotiations among the Company, Parent, UK Acquiror and Sub with respect to the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any as a member of the SharesCompany’s Board of Directors or as an executive officer of the Company or is an accredited investor (as defined in Regulation D promulgated by the U.S. Securities and Exchange Commission) and a sophisticated investor aware of and familiar with the Company’s business affairs and financial condition, or make any offer or agreement relating thereto, at any time prior and has acquired sufficient information with respect to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement Merger and the proxy attached heretoMerger Agreement to reach a knowledgeable and informed decision to enter into this Agreement. Each Such Stockholder understands and agrees that if has independently concluded in such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any Stockholder’s capacity as an individual stockholder of the Shares other than Company that it is in compliance with this AgreementStockholder’s best interest to execute, Parent shall not, deliver and each Stockholder hereby unconditionally and irrevocably instructs Parent to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with the terms of perform Stockholder’s obligations under this Agreement.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Parent as follows: (a) Such Stockholder is the beneficial or record owner of, or exercises voting power over, that number of shares of Company Common Stock set forth on the signature page hereto (all such shares owned beneficially or of record by Stockholder, or over which Stockholder exercises voting power, on the date hereof, collectively, the “Shares”). The Shares constitute Stockholder’s entire interest in the outstanding shares of Company Common Stock and Stockholder does not hold any other outstanding shares of capital stock of the Company. No person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Shares (other than, (i) if Stockholder is a partnership, the rights and interest of persons and entities that own partnership interests in Stockholder under the partnership agreement governing Stockholder and applicable partnership law or (ii) if Stockholder is a married individual and resides in a State with community property laws, the community property interest of his or her spouse to the extent applicable under such community property law, in which case such spouse has executed a spousal consent hereto). The Shares are and will be at all times up until the Expiration Date free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Stockholder’s voting rights, charges and other encumbrances of any nature that would materially and adversely affect the ability of Stockholder to perform his, her or its obligations under this Agreement. Stockholder’s principal residence or place of business is set forth on the signature page hereto. (b) Stockholder has full power all requisite power, capacity and legal capacity authority to execute and deliver enter into this Agreement and to perform his or her obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes consummate the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at lawtransactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of Stockholder. This Agreement has been duly executed and delivered by Stockholder and, assuming the due authorization, execution and delivery of this Agreement by Parent, constitutes a valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity. (c) The execution and delivery of this Agreement does not, and the performance consummation of such Stockholder's obligations hereunder the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, result in any a breach or violation of or constitute a default (with or an event that with without notice or lapse of time or both would become a defaultboth) under, or give require notice to others or the consent of any right to terminate, amend, accelerate or cancel any right or obligation person under, any agreement, law, rule, regulation, judgment, order or result decree by which Stockholder is bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the creation of any lien aggregate, prevent or encumbrance on any Shares delay Stockholder from performing his, her or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Shares are or will be bound or affected. (b) Each Stockholder has read Section 6.05 of the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with the terms of obligations under this Agreement.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Parent as follows: (a) Such Stockholder has full power and legal capacity to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to perform his or her obligations hereunderconsummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except . Except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The , the execution and delivery of this Agreement by such Stockholder does not, and the performance of such Stockholder's obligations hereunder will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Shares are or will be bound or affected. (b) Each Stockholder has read Except to the same extent Company is permitted to do so pursuant to Section 6.05 4.4 of the Merger Agreement Reorganization Agreement, until the Expiration Date, Stockholder will not (and understands will use Stockholder's reasonable best efforts to cause Company, its affiliates, officers, directors and employees and any investment banker, attorney, accountant or other agent retained by Stockholder, Company or any of the same, not to, except to the extent otherwise permitted under Section 4.3 of the Reorganization Agreement): (i) initiate or solicit, directly or indirectly, any proposal, plan or offer to acquire all or any material part of the business or properties or capital stock of Company, whether by merger, purchase of assets, tender offer or otherwise, or to liquidate Company or otherwise distribute to the stockholders of Company all or any substantial part of the business, properties or capital stock of Company (each, an "Acquisition Proposal"); (ii) initiate, directly or indirectly, any contact with any person in an effort to or with a view towards soliciting any Acquisition Proposal; (iii) furnish information concerning Company's business, properties or assets to any corporation, partnership, person or other entity or group (other than Parent's restrictions thereunder, or any associate, agent or representative of Parent) under any circumstances that could reasonably be expected to relate to an actual or potential Acquisition Proposal; or (iv) negotiate or enter into discussions or an agreement, directly or indirectly, with any entity or group with respect of any potential Acquisition Proposal. In the event Stockholder shall receive or become aware of any Acquisition Proposal subsequent to the date hereof, Stockholder shall promptly inform Parent as to any such matter and the details thereof to the extent possible without breaching any other agreement to which such Stockholder is a party or violating its fiduciary duties. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent Company shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent Company to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with the terms of this Agreement. Stockholder further understands and agrees that Parent may elect to not permit the transfer of shares of Parent Common Stock or the issuance of a new certificate representing such shares unless and until such a transfer can be made without adversely affecting the ability of Parent or the Surviving Corporation to account for the business combination to be effected by the Merger as a pooling of interests.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Acquiror as follows: (a) Such As of the date of this Agreement, Stockholder is the beneficial or record owner of, or exercises voting power over, that number of shares of Company Common Stock set forth on the signature page hereto (all such shares owned beneficially or of record by Stockholder, or over which Stockholder exercises voting power, on the date hereof, collectively, the “Shares”). The “Shares” shall not include any shares of Company Common Stock with respect to which Stockholder has, or is deemed to have, beneficial ownership by reason of his ability to direct or share in directing the voting and investment decisions of X. Xxxxx & Co. LLC, B Xxxxx & Co. Retirement Trust, Xxxxx Investment Management LLC, Xxxxx Investment Partners Master Fund, L.P. or the clients of any of them. As of the date of this Agreement, the Shares constitute Stockholder’s entire personal investment interest in the outstanding shares of Company Common Stock and Stockholder is not the beneficial or record holder of, and does not exercise voting power over, any other outstanding shares of capital stock of the Company except as disclosed in a filing on Schedule 13D. As of the date of this Agreement, no person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Shares (other than, (i) if Stockholder is a partnership, the rights and interest of persons and entities that own partnership interests in Stockholder under the partnership agreement governing Stockholder and applicable partnership law or (ii) if Stockholder is a married individual and resides in a State with community property laws, the community property interest of his or her spouse to the extent applicable under such community property laws). The Shares are and will be at all times up until the Expiration Date free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Stockholder’s voting rights, charges and other encumbrances of any nature that would adversely affect the exercise or fulfillment of the rights and obligations of the parties to this Agreement. Stockholder’s principal residence or place of business is set forth on the signature page hereto. (b) Stockholder has full power all requisite power, capacity and legal capacity authority to execute and deliver enter into this Agreement and to perform his or her obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes consummate the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at lawtransactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of Stockholder. This Agreement has been duly executed and delivered by Stockholder and, assuming the due authorization, execution and delivery of this Agreement by Acquiror, constitutes a valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity. (c) The execution and delivery of this Agreement does not, and the performance by Stockholder of such Stockholder's its agreements and obligations hereunder will not, conflict with, result in any a breach or violation of or constitute a default (with or an event that with without notice or lapse of time or both would become a defaultboth) under, or give require notice to others or the consent of any right to terminate, amend, accelerate or cancel any right or obligation person under, any agreement, law, rule, regulation, judgment, order or result decree by which Stockholder is bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the creation aggregate, prevent or delay Stockholder from performing his, her or its obligations under this Agreement. (d) Stockholder makes no agreement or understanding herein as a director or officer of the Company. Stockholder signs solely in Stockholder’s capacity as a record holder and beneficial owner, as applicable, of Shares, and nothing herein shall limit or affect any lien actions taken in Stockholder’s capacity as an officer or encumbrance on any Shares director of the Company. Without limiting the generality or New Shares pursuant toeffect of the foregoing, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such if the Stockholder is a party director of the Company, nothing herein shall prevent the Stockholder from taking any action solely in such Stockholder’s capacity as a director of the Company in the exercise of such director’s fiduciary duties with respect to an Acquisition Proposal or by which Superior Offer in compliance with the terms of the Merger Agreement, and none of such Stockholder actions taken in accordance with the provisions of this Section 4(d) or in accordance with the Shares or New Shares are or will be bound or affected. (b) Each Stockholder has read Section 6.05 provisions of the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not shall be deemed to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to constitute a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with the terms breach of this Agreement.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Parent as follows: (a) Such Stockholder has full power power, authority and legal capacity to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to perform his or her obligations hereunderconsummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except . Except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The , the execution and delivery of this Agreement by such Stockholder does not, and the performance of such Stockholder's obligations hereunder will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Shares are or will be bound or affected. (b) Each Until the Expiration Date, Stockholder has read will not and will use Stockholder's reasonable best efforts to cause Company, and any Representatives of Company or Stockholder, not to, except to the extent otherwise permitted under Section 6.05 6.04 of the Merger Agreement Agreement, take any of the actions restricted by such Section 6.04, which provisions are hereby incorporated by reference. In the event Stockholder shall receive or become aware of any Company Competing Transaction subsequent to the date hereof, Stockholder shall promptly inform Parent as to any such matter and understands the Parentdetails thereof to the extent possible without breaching any other agreement to which such Stockholder is a party or violating its fiduciary duties. Stockholder shall take all actions requested by Company in connection with complying with Company's restrictions thereunderobligations under the Merger Agreement. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares or New Shares other than in compliance with this Agreement, Parent Company shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent Company to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or New Shares or record such vote unless and until such Stockholder shall have complied with the terms of this Agreement.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Parent as follows: (a) Such Stockholder is the Beneficial Owner of the Shares and the Options indicated on the signature page of this Agreement. (b) Stockholder does not Beneficially Own any shares of capital stock of the Company or any securities convertible into, or exchangeable or exercisable for, shares of capital stock of the Company, other than the Shares and Options set forth on the signature page hereto. (c) Stockholder has the full power to dispose, vote or direct the voting of the Shares for and legal capacity on behalf of all beneficial owners of the Shares. (d) The Shares are, and at all times up to execute and deliver this Agreement and to perform his or her obligations hereunder. This Agreement has been duly and validly executed and delivered including the Expiration Date the Shares will be, unless Transferred in compliance with Section 2, Beneficially Owned by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its termsfree and clear of any rights of first refusal, except as may be limited by (i) the effect of bankruptcyco-sale rights, insolvencysecurity interests, conservatorshipliens, pledges, claims, options, charges, proxies, voting trusts or agreements, understandings or arrangement, moratorium or any other laws affecting encumbrances of any kind or relating to the rights of creditors generally, or nature (ii“Encumbrances”). (e) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution and delivery of this Agreement and the Proxy by such Stockholder does do not, and the Stockholder’s performance of its obligations under this Agreement will not conflict with or violate any order, decree, judgment, statute, law, rule, regulation or agreement applicable to the Stockholder and such Stockholder's obligations hereunder will Shares or Options, except where such conflict or violation would not, result in any breach of individually or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation aggregate, materially impair the ability of any lien or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation the Stockholder to which such Stockholder is a party or by which such Stockholder or the Shares or New Shares are or will be bound or affectedperform his obligations hereunder. (bf) Each Stockholder has read Section 6.05 of the Merger Agreement all requisite power and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not authority to transfermake, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by enter into and perform the terms of this voting agreement Agreement and the proxy attached heretoProxy without limitation, qualification or restriction on such power and authority. Each Except as expressly contemplated herein, the Stockholder understands is not a party to, and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than are not subject to or bound in compliance with this Agreementany manner by, Parent shall notany contract or agreement relating to the Shares, and each Stockholder hereby unconditionally and irrevocably instructs Parent to notincluding without limitation, permit any such transfer on its books and recordsvoting agreement, issue a new certificate representing any of the Shares option agreement, purchase agreement, stockholders’ agreement, partnership agreement or record such vote unless and until such Stockholder shall have complied with the terms of this Agreementvoting trust.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Acquiror as follows:follows as of the date hereof (except as specifically set forth below): (a) Such Stockholder is the beneficial or record owner of, or has the right to exercise voting power over, that number of shares of Company Common Stock set forth on the signature page hereto (all such shares owned beneficially or of record by Stockholder, or over which Stockholder exercises voting power, on the date hereof, are collectively, the “Shares”; provided that Shares subsequently transferred as permitted in Section 1(a) above shall from and after such transfer cease to be considered Shares). As of the date hereof, the Shares constitute Stockholder’s entire interest in the outstanding shares of Company Common Stock and Stockholder is not the beneficial or record holder of, and does not exercise voting power over, any other outstanding shares of Company Capital Stock. No person who is not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Shares (other than, (i) if Stockholder is a partnership, the rights and interest of persons and entities that own partnership interests in Stockholder under the partnership agreement governing Stockholder and applicable partnership law or (ii) if Stockholder is a married individual and resides in a State with community property laws, the community property interest of his or her spouse to the extent applicable under such community property laws). The Shares are and will be at all times up until the Expiration Date free and clear of any security interests, liens, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Stockholder’s voting rights, charges and other encumbrances of any nature that would materially and adversely affect Stockholder’s ability to perform his, her or its obligations under this Agreement. Stockholder’s current principal residence or current place of business is set forth on the signature page hereto. (b) Stockholder has full power all requisite power, capacity and legal capacity authority to execute and deliver enter into this Agreement and to perform his or her obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes consummate the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at lawtransactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by Stockholder of the transactions contemplated hereby have been duly authorized by all necessary corporate or similar action, if any, on the part of Stockholder. This Agreement has been duly executed and delivered by Stockholder and, assuming the due authorization, execution and delivery of this Agreement by Acquiror, constitutes a valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity. (c) The execution and delivery of this Agreement does not, and the performance consummation of such Stockholder's obligations hereunder the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, result in any a breach or violation of or constitute a default (with or an event that with without notice or lapse of time or both would become a defaultboth) under, or give require notice to others or the consent of any right to terminate, amend, accelerate or cancel any right or obligation person under, any contract, law, rule, regulation, judgment, order or result decree by which Stockholder is bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the creation of any lien aggregate, materially and adversely affect Stockholder’s ability to perform his, her or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Shares are or will be bound or affectedits obligations under this Agreement. (bd) Each If the Stockholder has read Section 6.05 is an entity and not an individual, until the Expiration Date, such Stockholder, in its capacity as a stockholder of the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transferCompany only, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent to not, shall not authorize or permit any such transfer on of its books and recordsgeneral partners, issue a new certificate representing officers, managers, employees or affiliated investment funds to, directly or indirectly, solicit, initiate, seek, endorse, recommend or support, or knowingly encourage or facilitate, any inquiry, proposal or offer from, furnish any non-public information to, or participate in any discussions or negotiations with (except to disclose the existence of the Shares or record such vote unless and until such Stockholder shall have complied with the terms provisions of this AgreementSection 4), or enter into any agreement with, any party or group regarding any Alternative Transaction, provided that nothing herein shall prevent any director of the Company from exercising such director’s fiduciary duties to the stockholders of the Company.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Parent as follows: 4.1 Stockholder is the beneficial owner of the Shares. As of the date hereof, except as set forth on the signature page hereto, (ai) Such the Shares are free and clear of any liens, claims, options, charges or other encumbrances, (ii) none of the Shares is deposited into a voting trust with voting instructions inconsistent with any of the provisions of Section 2; and (iii) other than the Proxy, as defined below, no proxy is granted, and no voting agreement or similar agreement is entered into, with respect to any of the Shares that is inconsistent with any of the provisions of Section 2. 4.2 Stockholder has full power the legal capacity and legal absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and the Proxy and to perform his or her its obligations hereunderhereunder and thereunder. This Agreement has been (and the Proxy will be) duly and validly executed and delivered by such Stockholder and constitutes the constitute legal, valid and binding obligation obligations of such Stockholder, enforceable against such Stockholder in accordance with its their terms, except as may be limited by subject to (i) the effect laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or and (ii) the rules of law governing the availability of specific performance, injunctive relief or and other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. remedies. 4.3 The execution and delivery of this Agreement and the Proxy by such Stockholder does do and will not, and the performance of this Agreement and the Proxy by such Stockholder's obligations hereunder Stockholder will not, not result in or constitute (with or without notice or lapse of time) any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any other Person (with or without notice or lapse of time) any right to terminateof termination, amendamendment, accelerate acceleration or cancel any right or obligation undercancellation of, or result (with or without notice or lapse of time) in the creation of any lien encumbrance or encumbrance restriction on any Shares or New of the Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation contract to which such Stockholder is a party or by which such Stockholder or the Shares any of his affiliates or New Shares are properties is or will may be bound or affected. (b) Each 4.4 Subject to and without limiting in any respect, Sections 2.2. and 2.3, Stockholder has read shall not advise or counsel or seek to advise or counsel any Person to vote against the Merger or any of the other transactions contemplated by the Merger Agreement. 4.5 Without in any way limiting its rights under Section 6.05 of 2.3 hereof and for so long as the Merger Agreement is effective, Stockholder hereby irrevocably consents to the Merger and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transfertransactions contemplated by the Merger Agreement, sell, exchange, pledge or otherwise dispose for purposes of or encumber any Section 2.04 of the SharesStockholders’ Agreement among the Company, or make any offer or agreement relating theretoStockholder and certain other persons named therein, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms dated as of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transferNovember 18, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with the terms of this Agreement2003.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company the Purchaser as followsfollows as of the date hereof: (a) Such Stockholder is the beneficial or record owner of, or exercises voting power over, the Shares. No Person not signatory to this Agreement has a right to acquire or vote any of the Shares. The Shares (to the extent not Transferred in accordance with this Agreement) are and will be at all times up until the Expiration Time free and clear of any Liens that would adversely affect the exercise or fulfillment of the rights and obligations of Stockholder under this Agreement. (b) Stockholder has full power all requisite power, capacity and legal capacity authority to execute and deliver enter into this Agreement and to perform his or her obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes consummate the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at lawtransactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of Stockholder, and no other actions or proceedings on the part of Stockholder are necessary to authorize the execution and delivery by Stockholder of this Agreement and the consummation by Stockholder of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Stockholder and, assuming the due authorization, execution and delivery of this Agreement by the Purchaser, constitutes a valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity. (c) The execution and delivery of this Agreement does not, and the performance by Stockholder of such Stockholder's his, her or its agreements and obligations hereunder will not, conflict with, result in any a breach or violation of or constitute a default under (with or an event that with without notice or lapse of time or both would become a default) both), or require notice to or the consent of any Person under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation underprovisions of the Organizational Documents of Stockholder (if applicable), or result in the creation of any lien binding Contract, Law or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation Order to which such Stockholder is a party or by which Stockholder is, or any of Stockholder’s assets are, bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, prevent or materially delay Stockholder from performing his, her or the Shares or New Shares are or will be bound or affectedits obligations under this Agreement. (bd) Each Neither Stockholder nor any of Stockholder’s Affiliates has read Section 6.05 any agreement with the Company or any other Person with respect to the Company or the voting, holding or disposition of the Shares, other than this Agreement. (e) Stockholder understands and acknowledges that the Purchaser and Merger Sub are entering into the Merger Agreement and understands consummating the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement transactions contemplated thereby in reliance upon such Shareholder’s execution and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with the terms delivery of this Agreement.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Purchaser as followsfollows as of the date hereof: (a) Such Stockholder is the beneficial or record owner of, or exercises voting power over, that number of shares of capital stock set forth on the signature page hereto (all such shares owned beneficially or of record by Stockholder, or over which Stockholder exercises voting power, on the date hereof, collectively, the “Shares”. The Shares constitute Stockholder’s entire interest in the outstanding shares of capital stock and neither Stockholder nor any of its affiliates is the beneficial or record holder of, nor exercises voting power over, any other outstanding shares of capital stock of Company. No person not signatory to this Agreement has a right to acquire or vote any of the Shares. The Shares are and will be at all times up until the Expiration Time free and clear of any Liens that would materially and adversely affect the exercise or fulfillment of the rights and obligations of Stockholder under this Agreement or of the parties to this Agreement. (b) Stockholder is the legal or beneficial owner of the number of options, restricted stock units, warrants and other rights to acquire, directly or indirectly, shares of capital stock set forth on the signature page hereto (collectively, the “Company Warrants and Other Rights”). Company Warrants and Other Rights are and will be at all times up until the Expiration Time free and clear of any Liens that would materially and adversely affect the exercise or fulfillment of the rights and obligations of Stockholder under this Agreement or of the parties to this Agreement. (c) Stockholder has full power all requisite power, capacity and legal capacity authority to execute and deliver enter into this Agreement and to perform his or her obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes consummate the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at lawtransactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of Stockholder (or its general partner or similar governing body, as applicable), and no other actions or proceedings on the part of the Stockholder are necessary to authorize the execution and delivery by the Stockholder of this Agreement and the consummation by the Stockholder of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Stockholder and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, constitutes a valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity. (d) The execution and delivery of this Agreement does not, and the performance by Stockholder of such Stockholder's its agreements and obligations hereunder will not, conflict with, result in any a breach or violation of or constitute a default under (with or an event that with without notice or lapse of time or both would become a default) both), or require notice to or the consent of any person under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation underprovisions of the organizational documents of Stockholder (if applicable), or result in the creation of any lien or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, binding agreement, leaselaw, licenserule, permitregulation, franchise judgment, order or other instrument or obligation decree to which such Stockholder is a party or by which Stockholder is, or any of its assets are, bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, prevent or materially delay Stockholder or the Shares or New Shares are or will be bound or affectedfrom performing its obligations under this Agreement. (be) Each Neither Stockholder nor any of its affiliates has read Section 6.05 of any agreement with the Merger Agreement and understands Company or any other Person with respect to the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transferCompany or the voting, sell, exchange, pledge holding or otherwise dispose of or encumber any disposition of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with the terms of this Agreement.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Parent as follows: (a) Such Stockholder has full power power, authority and legal capacity to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to perform his or her obligations hereunderconsummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except . Except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The , the execution and delivery of this Agreement by such Stockholder does not, and the performance of such Stockholder's obligations hereunder will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is Xxxxxxxxxxx xx a party or by which such Stockholder or the Shares or New Shares are or will be bound or affected. (b) Each Until the Expiration Date, Stockholder has read will not and will use Stockholder's reasonable best efforts to cause Company, and any Representatives of Company or Stockholder, not to, except to the extent otherwise permitted under Section 6.05 6.04 of the Merger Agreement Agreement, take any of the actions restricted by such Section 6.04, which provisions are hereby incorporated by reference. In the event Stockholder shall receive or become aware of any Company Competing Transaction subsequent to the date hereof, Stockholder shall promptly inform Parent as to any such matter and understands the Parentdetails thereof to the extent possible without breaching any other agreement to which such Stockholder is a party or violating its fiduciary duties. Stockholder shall take all actions requested by Company in connection with complying with Company's restrictions thereunderobligations under the Merger Agreement. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares or New Shares other than in compliance with this Agreement, Parent Company shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent Company to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or New Shares or record such vote unless and until such Stockholder shall have complied with the terms of this Agreement.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company as followsAcquiror that: (ai) Such Stockholder has full power the right, power, authority and legal capacity to execute and deliver this Agreement and the Proxy and to perform his or her Stockholder’s obligations hereunderhereunder and thereunder. This Subject to the effect of applicable bankruptcy and other similar laws affecting the rights of creditors generally and Legal Requirements governing specific performance, injunctive relief, and other equitable remedies: (a) this Agreement has been duly and validly authorized, executed and delivered by such Stockholder and constitutes is enforceable against Stockholder; and (b) the valid Proxy, when duly executed and binding obligation of such delivered by Stockholder, will be enforceable against such Stockholder. If Stockholder in accordance with its termsis married and the Shares constitute community property, except as may be limited by (i) the effect of bankruptcythis Agreement has been duly executed and delivered by, insolvencyand is enforceable against, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or Stockholder’s spouse. (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution and delivery of this Agreement and the Proxy by such Stockholder does not, and the performance of such Stockholder's obligations hereunder this Agreement by Stockholder will not, : (A) conflict with or violate any Legal Requirement which may affect the Shares; (B) result in any breach of or constitute a default (with or an event that with without notice or lapse of time or both would become a defaulttime) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien encumbrance or encumbrance restriction on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Shares are or will be bound or affected. (b) Each Stockholder has read Section 6.05 of the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares; or (C) require any consent or approval of any person, except in the case of clause (A), (B) or make (C) above where any offer of such events would not have a material adverse effect on Stockholder or agreement relating theretootherwise materially impair Stockholder’s ability to satisfy Stockholder’s obligations hereunder. (iii) As of the date of this Agreement: (a) Stockholder either (1) holds of record or (2) beneficially owns with the right to vote (in the case of clause (1) and (2), free and clear of any Encumbrances other than Permitted Encumbrances or as set forth in the Company Disclosure Letter) the number of outstanding shares of Capital Stock set forth on Exhibit A hereof; and (b) Stockholder does not directly or indirectly own any shares of capital stock or other securities of the Company or any option, warrant or other right to acquire (by purchase, conversion or otherwise) any shares of capital stock or other securities of the Company, other than the Shares and Company Options set forth in the Company Disclosure Letter (if any). Except to the extent the Shares are jointly owned or Stockholder is married and the Shares constitute community property, Stockholder has sole voting power with respect to the Shares. (iv) The representations and warranties contained in this Agreement are accurate in all material respects as of the date of this Agreement and will be accurate in all material respects at any time prior to all times through the Expiration Date other than to (except for representations and warranties that speak as of a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each specific time). (v) Stockholder understands and agrees acknowledges that if such Stockholder attempts to transfer, vote or provide any other person with Acquiror and Merger Sub are entering into the authority to vote any of the Shares other than Merger Agreement in compliance with this Agreement, Parent shall not, reliance upon Stockholder’s execution and each Stockholder hereby unconditionally and irrevocably instructs Parent to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with the terms delivery of this Agreement.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Parent as follows: (a) Such Stockholder is the beneficial owner of the Subject Shares set forth opposite its name on Exhibit A hereto; (b) the Subject Shares set forth opposite its name on Exhibit A hereto constitute such Stockholder’s entire interest in the outstanding capital stock and voting securities of the Company as of the date hereof; (c) the Subject Shares are, and will be, at all times up until the Expiration Date, free and clear of any liens, claims, options, charges, security interests, proxies, voting trusts, agreements, rights, understandings or arrangements, or exercise of any rights of a stockholder in respect of the Subject Shares or other encumbrances, except as otherwise noted on Exhibit A; (d) such Stockholder has voting power and (except as to shares with respect to which Rxxxx X. Xxxxx holds an irrevocable proxy, as noted on Exhibit A) the power of disposition with respect to all of the Subject Shares set forth opposite its name on Exhibit A hereto outstanding on the date hereof, and will have voting power and (except as set forth on Exhibit A hereto) power of disposition with respect to all of the Subject Shares acquired by such Stockholder after the date hereof; and (e) such Stockholder’s principal residence or place of business is accurately set forth on Exhibit A hereto. 4.2. Such Stockholder has full power and legal capacity to execute and deliver this Agreement and to comply with and perform his or her such Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution and delivery of this Agreement by such Stockholder does not, and the performance of such Stockholder's ’s obligations hereunder will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Subject Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Subject Shares are or will be bound or affected. (b) Each Stockholder has read Section 6.05 of the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto4.3. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent the Company not to, (a) permit the Transfer of, or any grant of authority to notvote with respect to, permit any such transfer its Subject Shares, in violation of this Agreement on its books and recordsrecords by such Stockholder, (b) issue a new certificate representing any of the such Subject Shares or (c) record such vote unless and until such Stockholder shall have complied with the terms of this Agreement.

Representations, Warranties and Covenants of Stockholder. Each Stockholder Stockholder, severally and not jointly, hereby represents, warrants and covenants to Company Parent as follows: (a) Such Stockholder is the record owner of the Subject Shares; (b) the Subject Shares set forth opposite his/her name on Exhibit A hereto constitute such Stockholder's entire interest in the outstanding capital stock and voting securities of the Company as of the date hereof; (c) the Subject Shares are, and will be, at all times up until the Expiration Date, free and clear of any liens, claims, options, charges, security interests, proxies, voting trusts, agreements, rights, understandings or arrangements, or exercise of any rights of a stockholder in respect of the Subject Shares or other encumbrances; (d) such Stockholder has voting power and the power of disposition with respect to all of the Subject Shares set forth opposite his/her name on Exhibit A hereto outstanding on the date hereof, and will have voting power and power of disposition with respect to all of the Subject Shares acquired by such Stockholder after the date hereof; and (e) such Stockholder's principal residence or place of business is accurately set forth on Exhibit A hereto. 4.2 Such Stockholder has full power and legal capacity to execute and deliver this Agreement and to comply with and perform his or her such Stockholder's obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution and delivery of this Agreement by such Stockholder does not, and the performance of such Stockholder's obligations hereunder will not, not result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Subject Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Subject Shares are or will be bound or affected. (b) 4.3 Each Stockholder has read Section 6.05 of the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent the Company not to and the Company shall not, (a) permit the Transfer of, or any such transfer grant of authority to vote with respect to, his/her Subject Shares, in violation of this Agreement on its books and recordsrecords by such Stockholder, (b) issue a new certificate representing any of the such Subject Shares or (c) record such vote unless and until such Stockholder shall have complied with the terms of this Agreement. 4.4 Each Stockholder shall, and shall cause each of his/her Representatives (each, a "Stockholder Representative") to, immediately cease any discussions or negotiations with any other parties conducted heretofore (other than Parent and its Affiliates) with respect to any Takeover Proposal. Each Stockholder shall not, nor shall it permit his/her Stockholder Representatives to, directly or indirectly through another person, (i) solicit, initiate or encourage (including by way of furnishing non-public information), or take any other action to facilitate, any inquiries or the making of any proposal that constitutes a Takeover Proposal or (ii) solicit, initiate, encourage, facilitate

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company BA/IO as follows: (a) Such Stockholder is the beneficial or record owner of, or is trustee of a trust that is the record holder of, and whose beneficiaries are the beneficial owners of, or exercises voting power over, that number of shares of capital stock of Avantogen ("Avantogen Stock") set forth on the signature page hereto (all such shares owned beneficially or of record by Stockholder, or over which Stockholder exercises voting power, on the date hereof, collectively, the "Shares"). As of the date hereof, the Shares constitute Stockholder's entire interest in the outstanding shares of Avantogen Stock and Stockholder does not hold any other outstanding shares of capital stock of Avantogen or rights to acquire any such capital stock. No person not a signatory to this Agreement has or will have a beneficial interest in or a right to acquire or vote any of the Shares or any New Shares. The Shares are and will be, and New Shares, if any, will be, at all times up until and including the earlier to occur of the Expiration Date and a Change in the Parent Recommendation free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Stockholder's voting rights, charges and other encumbrances of any nature that could adversely affect the Transactions or the exercise or fulfillment of the rights and obligations of Avantogen under the Share Exchange Agreement or of the parties to this Agreement. Stockholder's principal residence or place of business is set forth on the signature page hereto. (b) Stockholder has the full legal right, power and legal capacity authority to execute and deliver this Agreement and Agreement, to perform his or her obligations hereunder, and to consummate the transactions contemplated hereby. No further action on the part of the Stockholder is necessary to authorize this Agreement or the other agreements, documents, certificates and instruments required to be delivered hereby or the performance of the transactions contemplated hereby. This Agreement has and the other agreements, documents, certificates and instruments required to be delivered by the Stockholder in accordance with the provisions hereof (the "Stockholder Documents") have been or will be, as applicable, duly and validly executed and delivered by such the Stockholder and constitutes this Agreement constitutes, and the Stockholder Documents when executed and delivered will constitute, the legal, valid and binding obligation obligations of such Stockholder, enforceable against such Stockholder in accordance with its their respective terms, except as may be limited by . (ic) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution and delivery of this Agreement by such Stockholder does notAgreement, and the performance of such Stockholder's the obligations hereunder will notand the consummation of the transactions contemplated hereby do not conflict with, result in any breach of or constitute a default (under or an event that with notice a breach or lapse of time or both would become a default) underviolation of, adversely affect the rights and benefits afforded to Stockholder or give to others any party with rights thereunder the right to terminate, amendmodify, accelerate or cancel otherwise change the existing rights or obligations of Stockholder under (a) any right Law to which Stockholder or obligation underhis assets, properties or businesses are subject or bound, (b) any judgment, order or decree of any Governmental Authority which is applicable to Stockholder or the assets, properties or businesses of Stockholder or (c) any material contracts, or result in the creation of any lien or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indentureother agreement, contract, agreementcommitment, leasearrangement or understanding, licenseoral or written, permit, franchise or other instrument or obligation to which such Stockholder is a party party, by which Stockholder may have rights or by which such any of the properties or assets of Stockholder or the Shares or New Shares are or will may be bound or affected. , except, with respect to clauses (a), (b) Each Stockholder has read Section 6.05 of the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transfer), sell, exchange, pledge or otherwise dispose of or encumber for any of the Sharessame that has not had and could not reasonably be expected to result in a material adverse effect on the ability of the Stockholder to perform any of his obligations under this Agreement. Except as aforesaid, no authorization, approval or make consent of, and no registration or filing with, any offer Governmental Authority is required in connection with the execution, delivery or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms performance of this voting agreement and Agreement or the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder transactions contemplated hereby unconditionally and irrevocably instructs Parent to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with the terms of this Agreementby Stockholder.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to the Company as follows: (a) Such Stockholder has full power and legal capacity to execute and deliver this Agreement and to perform his or her obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution and delivery of this Agreement by such Stockholder does not, and the performance of such Stockholder's obligations hereunder will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Shares are or will be bound or affected. (b) Each Stockholder has read Section 6.05 of the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Such Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with the terms of this Agreement. (c) Such Stockholder waives, as of the Effective Time, any claims it may have in its capacity as a stockholder and has no knowledge of any pending or threatened claims against the Parent by any other security holder of the Parent. (d) Until the Expiration Date, such Stockholder will not (and will use all requisite reasonable efforts to cause Parent, its affiliates, officers, directors and employees and any investment banker, attorney, accountant or other agent retained by such Stockholder or them, not to): (i) solicit, initiate, encourage or take any other action to facilitate directly or indirectly, any proposal, plan or offer to acquire all or any part of the business, assets, capital stock or other securities of Parent, whether by merger, purchase of assets, purchase of stock or other securities, exclusive license, joint venture, or otherwise, or to liquidate Parent or otherwise distribute to the Stockholders of Parent all or any substantial part of the business, properties or capital stock of Parent (each, an "Opposing Proposal"); (ii) initiate, directly or indirectly, any contact with any person in an effort to or with a view towards soliciting any Opposing Proposal; (iii) furnish information concerning Parent's business, properties or assets to any corporation, partnership, person or other entity or group (other than the Company, or any associate, agent or representative of the Company) under any circumstances that could reasonably be expected to relate to an actual or potential Opposing Proposal; (iv) negotiate or enter into discussions or any agreement, directly or indirectly, with any entity or group with respect to any potential Opposing Proposal; or (v) otherwise cooperate in any way with, or assist or participate in any effort or attempt by any person with respect to, any Opposing Proposal. In the event Stockholder shall receive or become aware of any Opposing Proposal subsequent to the date hereof, Stockholder shall promptly inform the Company as to any such matter and the details thereof to the extent possible without breaching any other agreement to which Stockholder is a party or violating its fiduciary duties. (e) Stockholder agrees not to take any action that would make any representation or warranty contained herein untrue or incorrect or have the effect of impairing the ability of Stockholder to perform its obligations under this Agreement or preventing or delaying the consummation of any of the transactions contemplated hereby.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company IGA as follows: (a) Such As of the date hereof, Stockholder is the beneficial or record owner of, or exercises voting power over, that number of shares of Company capital stock set forth on the signature page hereto (all such shares owned beneficially or of record by Stockholder, or over which Stockholder exercises voting power, on the date hereof, collectively, the “Shares”). As of the date hereof, the Shares constitute Stockholder’s entire interest in the outstanding shares of Company capital stock and Stockholder is not the beneficial or record holder of, and does not exercise voting power over, any other outstanding shares of capital stock of the Company. No Person, not a signatory to this Agreement, has a beneficial interest in or a right to acquire or vote any of the Shares (other than, if Stockholder is a married individual and resides in a state with community property laws, the community property interest of his spouse to the extent applicable under such community property laws). Except pursuant to the written consent of IGA (which may be withheld in its sole discretion), the Shares are, and will be at all times up until the Expiration Time, free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Stockholder’s voting rights, charges and other encumbrances of any nature that would adversely affect the exercise or fulfillment of the rights and obligations of Stockholder under this Agreement or of the Parties to this Agreement. Sxxxxxxxxxx’s principal residence is set forth on the signature page hereto. b) Stockholder has full power all requisite power, capacity and legal capacity authority to execute and deliver enter into this Agreement and to perform his or her obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes consummate the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at lawtransactions contemplated hereby. The execution and delivery of this Agreement by such Sxxxxxxxxxx and the consummation by Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of Stockholder and no other actions or proceedings on the part of Stockholder are necessary to authorize the execution and delivery by Stockholder of this Agreement. This Agreement has been duly executed and delivered by Sxxxxxxxxxx and, assuming the due authorization, execution and delivery of this Agreement by IGA, constitutes a valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity. c) The execution and delivery of this Agreement does not, and the performance by Stockholder of such Stockholder's its agreements and obligations hereunder will not, conflict with, result in any a breach or violation of or constitute a default under (with or an event that with without notice or lapse of time or both would become a default) both), or require notice to or the consent of any person under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation underprovisions of the organizational documents of Stockholder (if applicable), or result in the creation of any lien or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, leasecommitment, licenselaw, permitrule, franchise regulation, judgment, order or other instrument or obligation decree to which such Stockholder is a party or by which Stockholder is, or any of its assets are, bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, prevent or delay the transactions contemplated by this Agreement or otherwise prevent or delay Stockholder or the Shares or New Shares are or will be bound or affectedfrom performing his obligations under this Agreement. (bd) Each Sxxxxxxxxxx agrees that Stockholder has read Section 6.05 will not, in Stockholder’s capacity as a stockholder of the Merger Agreement and understands Company, bring, commence, institute, maintain, prosecute or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any governmental entity, which (i) challenges the Parent's restrictions thereunder. (c) Each Stockholder agrees not validity or seeks to transfer, sell, exchange, pledge or otherwise dispose enjoin the operation of or encumber any provision of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, or (ii) alleges that the execution and each delivery of this Agreement by Stockholder hereby unconditionally and irrevocably instructs Parent to not, permit breaches any such transfer on its books and records, issue a new certificate representing any fiduciary duty of the Shares Company’s officers, board of directors or record such vote unless and until such Stockholder shall have complied with the terms of this Agreementany member thereof.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to the Company and Parent as follows: (a) Such Stockholder is the beneficial or record owner of the Owned Shares. The Owned Shares constitute the Stockholders’ entire interest in the outstanding shares of the capital stock of the Company as of the date hereof, and other than the Owned Shares, Company Options and Company Warrants set forth on Annex A hereto, Stockholder is not the beneficial or record holders of, and do not exercise voting power over, any other outstanding shares of capital stock of the Company. Stockholder has full sole right to vote and execute Stockholder written consents, sole power of disposition and legal sole power to agree to and to issue instructions with respect to the matters contemplated herein, in each case with respect to all of the Owned Shares, with no restrictions on Stockholder’s rights and powers of voting or disposition pertaining thereto (except as existing under the Stockholder Agreement or Registration Rights Agreement, created by this Agreement or arising under applicable federal and state securities laws), and no Person other than Stockholder has a beneficial interest in or a right to acquire or vote any of the Owned Shares (other than, if Stockholder is an entity, the rights and interests of Persons that own partnership interests or units in Stockholder under the partnership agreement or operating agreement governing Stockholder and applicable partnership or limited liability company law. The Owned Shares are and will be at all times up until the Expiration Time free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Stockholder’s voting rights, charges and other encumbrances of any nature (other than any encumbrances existing under the Stockholder Agreement or Registration Rights Agreement, created by this Agreement or arising under applicable federal and state securities laws) that could adversely affect the Merger, the Merger Agreement, or the exercise or fulfillment of the rights and obligations of Stockholder under this Agreement. The foregoing representations and warranties in this Section 3(a) shall be true and correct as of the Closing with respect to the Shares, Company Options and Company Warrants owned by Stockholder as of the date thereof, including with respect to any New Shares acquired by Stockholder as a result of the Reorganization. Stockholder’s principal residence or place of business is set forth on the signature page hereto. (b) Stockholder is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or constituted. (c) Stockholder has all requisite power, capacity and authority to execute and deliver enter into this Agreement and to perform his or her its obligations hereunder. This under this Agreement has been duly and validly executed and delivered by such Stockholder and constitutes consummate the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at lawtransactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of Stockholder (or its board of directors or similar governing body, as applicable), and no other actions or proceedings on the part of Stockholder are necessary to authorize the execution and delivery by Stockholder of this Agreement and the consummation by Stockholder of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Stockholder and, assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes a valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity. (d) The execution and delivery of this Agreement does not, and the performance by Stockholder of such Stockholder's its agreements and obligations hereunder will not, conflict with, result in any a breach or violation of or constitute a default under (with or an event that with without notice or lapse of time or both would become a default) both), or require notice to or the consent of any Person under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation underprovisions of the organizational documents of Stockholder (if applicable), or result in the creation of any lien Contract, law, rule, regulation, judgment, order or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation decree to which such Stockholder is a party or by which Stockholder is, or any of its assets are, bound, except for such Stockholder conflicts, breaches, violations or defaults that would not, individually or in the Shares aggregate, prevent or New Shares are or will be bound or affected. (b) Each Stockholder has read Section 6.05 delay consummation of the Merger and the transactions contemplated by the Merger Agreement and understands the Parent's restrictions thereunderthis Agreement or otherwise prevent or materially delay Stockholder from performing his, her or its obligations under this Agreement. (ce) Each Stockholder agrees not acknowledges that Stockholder has received and reviewed a copy of the Merger Agreement, including the provisions relating to transferthe payment and allocation of the consideration to be paid to the securityholders of the Company. (f) No broker, sellinvestment banker, exchangefinancial advisor or other Person (including Stockholder) is entitled to any broker’s, pledge finder’s, financial advisor’s or otherwise dispose of other similar fee or encumber commission that is payable by the Company, Parent or any of their respective Affiliates in connection with the SharesMerger Agreement and the transactions contemplated thereby based upon arrangements made by or on behalf of Stockholder, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than as disclosed in the Company Disclosure Schedule or Parent Disclosure Schedule, as applicable. (g) Stockholder has had an opportunity to a transferee that agrees to be bound review with its own tax advisors the tax consequences of the Merger and the transactions contemplated by the terms of this voting agreement and the proxy attached heretoMerger Agreement. Each Stockholder understands that it must rely solely on its advisors and agrees not on any statements or representations made by Parent, the Company or any of their agents or representatives. Stockholder understands that if such Stockholder attempts to transfer(and not Parent, vote the Company or provide any other person with the authority to vote any Surviving Corporation) shall be responsible for such Stockholder’s tax liability that may arise as a result of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent to not, permit any such transfer on its books and records, issue a new certificate representing any of Merger or the Shares or record such vote unless and until such Stockholder shall have complied with transactions contemplated by the terms of this Merger Agreement.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Parent as follows: (ai) Such Stockholder has is the beneficial owner of the Shares, with full power and legal capacity to execute and deliver this Agreement vote or direct the voting of the Shares and to perform his dispose of the Shares for and on behalf of any and all beneficial owners of the Shares, with no limitations, qualifications or her obligations hereunderrestrictions on such rights. This Agreement has been duly 3This language was included in voting agreements executed by Xxxxx Xxxxx, Xxxxx Xxxx, Danong Chen, Xxxx Xxxxxxxx, Xxxxx Xxxxxxx and validly Xxxxx Xxxxxx. In the voting agreements executed by Xxxxx Xxxxx and delivered by such Stockholder Tse-Xxx Xxxxx, the following language was substituted for the highlighted language: “appear at any meeting of stockholders of the Company and constitutes cause the valid Shares and binding obligation any New Shares to be counted as present thereat for purposes of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or establishing quorum.” (ii) As of the rules governing date hereof, the availability Shares are, and at all times up until the Expiration Time the Shares will be, free and clear of specific performanceany rights of first refusal, injunctive relief co-sale rights, security interests, liens, pledges, claims, options, charges or other equitable remedies and general principles encumbrances of equityany kind or nature, regardless of whether considered in a proceeding in equity or at laweach case that could impair Stockholder’s ability to fulfill its obligations under Section 2. The execution and delivery of this Agreement by such Stockholder does do not, and the Stockholder’s performance of such Stockholder's its obligations hereunder under this Agreement will not, result in conflict with or violate any breach order, decree, judgment or Contract applicable to Stockholder or by which Stockholder or any of Stockholder’s properties or constitute a default Shares is bound. (or an event that with notice or lapse iii) Stockholder does not beneficially own any shares of time or both would become a default) undercapital stock of the Company, or give to others any right to terminate, amend, accelerate or cancel any right or obligation undersecurities convertible into, or result exchangeable or exercisable for, shares of capital stock of the Company, other than as set forth on the signature page hereto. (iv) Stockholder has full power and authority to make, enter into and carry out the terms of this Agreement, the Proxy and any other related agreements to which Stockholder is a party. (v) Stockholder shall not take any action that the Company is prohibited from authorizing or permitting any Representative (as defined in the creation Merger Agreement) from taking under Section 5.4(a) of the Merger Agreement, whether or not Stockholder is or remains a Representative. (vi) Stockholder agrees that it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any lien Action before any Governmental Entity, which alleges that the execution and delivery of this Agreement by Stockholder, either alone or encumbrance on together with the other Company voting agreements and proxies to be delivered in connection with the execution of the Merger Agreement, or the approval of the Merger Agreement by the board of directors of the Company, breaches any fiduciary duty of the board of directors of the Company or any member thereof; provided, that Stockholder may defend against, contest or settle any such action, claim, suit or cause of action brought against Stockholder that relates solely to Stockholder’s capacity as a director or officer of the Company. (vii) Stockholder shall not exercise any rights (including under Section 262 of the Delaware Law) to demand appraisal or dissenters’ rights with respect to any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Shares are or will that may be bound or affected. (b) Each Stockholder has read Section 6.05 of the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior available with respect to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with the terms of this AgreementMerger.

Representations, Warranties and Covenants of Stockholder. Each Stockholder Stockholder, severally and not jointly, hereby represents, warrants and covenants to Company Parent as follows: (a) Such Stockholder is the record owner of the Subject Shares; (b) the Subject Shares set forth opposite his/her name on Exhibit A hereto constitute such Stockholder's entire interest in the outstanding capital stock and voting securities of the Company as of the date hereof; (c) the Subject Shares are, and will be, at all times up until the Expiration Date, free and clear of any liens, claims, options, charges, security interests, proxies, voting trusts, agreements, rights, understandings, arrangements, or other encumbrances (each, an "Interest"), which Interest would prevent such Stockholder from voting in accordance with Section 2.1 of this Agreement; (d) such Stockholder has voting power and the power of disposition with respect to all of the Subject Shares set forth opposite his/her name on Exhibit A hereto outstanding on the date hereof, and will have voting power and power of disposition with respect to all of the Subject Shares acquired by such Stockholder after the date hereof; and (e) such Stockholder's principal residence or place of business is accurately set forth on Exhibit A hereto. 4.2. Such Stockholder has full power and legal capacity to execute and deliver this Agreement and to comply with and perform his or her such Stockholder's obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution and delivery of this Agreement by such Stockholder does not, and the performance of such Stockholder's obligations hereunder will not, not result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Subject Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Subject Shares are or will be bound or affected. (b) Each Stockholder has read Section 6.05 of the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto4.3. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent the Company not to and the Company shall not, other than with respect to any Transfer to a Permitted Transferee, (a) permit the Transfer of, or any such transfer grant of authority to vote with respect to, his/her Subject Shares, in violation of this Agreement on its books and recordsrecords by such Stockholder, (b) issue a new certificate representing any of the such Subject Shares or (c) record such vote unless and until such Stockholder shall have complied with the terms of this Agreement. 4.4. Each Stockholder shall, and shall cause each of his/her Representatives (each, a "Stockholder Representative") to, immediately cease any discussions or negotiations with any other parties conducted heretofore (other than Parent and its Affiliates) with respect to any Acquisition Proposal. Each Stockholder shall not, nor shall it permit his/her Stockholder Representatives to, directly or indirectly through another person, (i) solicit, initiate or encourage (including by way of furnishing non-public information), or take any other action to facilitate, any inquiries or the making of any proposal that constitutes an Acquisition Proposal or (ii) solicit, initiate, encourage, facilitate or otherwise participate in any discussions or negotiations regarding, or otherwise cooperate in any way with, any Acquisition Proposal. Notwithstanding the foregoing, the Stockholder shall not be deemed to have acted in violation of the provisions of this Section 4.4 if (i) it shall respond to an unsolicited Acquisition Proposal by doing nothing more than providing the party making such unsolicited Acquisition Proposal (the "Interested Acquiror") copies of the Merger Agreement prior to the time that the Merger Agreement is publicly filed with the SEC, or (ii) in response to a specific request made by an Interested Acquiror, the Company's legal counsel engages in non-substantive discussions with the Interested Acquiror for the sole purpose of clarifying the procedural requirements set forth in Sections [5.4, 7.1, and 7.2] of the Merger Agreement to be followed by the Interested Acquiror, the Company, and the Company's Board of Directors as a condition precedent to consummation by such Interested Acquiror of a Acquisition Proposal; PROVIDED, HOWEVER, that the Stockholder shall provide Parent as promptly as reasonably practicable (and, in any event, within 24 hours) with oral and written notice of any actions taken pursuant to this sentence. For the avoidance of doubt, any action taken by a Stockholder in such Stockholder's capacity as a director of the Company shall not be deemed to be a violation of this Section 4.4. 4.5. Each Stockholder hereby agrees to notify Parent as promptly as practicable (an in any event within 24 hours after receipt) in writing of (i) the number of New Shares which the Stockholder acquires on or after the date hereof, and (ii) any inquiries or proposals which are received by, any information which is requested from, or any negotiations or discussions which are sought to be initiated or continued with, the Stockholder or any of its Representatives with respect to any Acquisition Proposal or any other matter referred to in Section 4.4 above (including the material terms thereof and the identity of such person(s) making such inquiry or proposal, requesting such information or seeking to initiate or continue such negotiations or discussions, as the case may be). Each Stockholder will keep Parent informed on a reasonably current basis of material developments with respect to such Acquisition Proposal.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Parent as follows: (ai) Such Stockholder has is the beneficial owner of the Shares, with full power and legal capacity to execute and deliver this Agreement vote or direct the voting of the Shares and to perform his dispose of the Shares for and on behalf of any and all beneficial owners of the Shares, with no limitations, qualifications or her obligations hereunderrestrictions on such rights. 3 This Agreement has been duly language was included in voting agreements executed by Xxxxx Xxxxx, Xxxxx Xxxx, Danong Chen, Xxxx Xxxxxxxx, Xxxxx Xxxxxxx and validly Xxxxx Xxxxxx. In the voting agreements executed by Xxxxx Xxxxx and delivered by such Stockholder Tse-Xxx Xxxxx, the following language was substituted for the highlighted language: “appear at any meeting of stockholders of the Company and constitutes cause the valid Shares and binding obligation any New Shares to be counted as present thereat for purposes of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or establishing quorum.” (ii) As of the rules governing date hereof, the availability Shares are, and at all times up until the Expiration Time the Shares will be, free and clear of specific performanceany rights of first refusal, injunctive relief co-sale rights, security interests, liens, pledges, claims, options, charges or other equitable remedies and general principles encumbrances of equityany kind or nature, regardless of whether considered in a proceeding in equity or at laweach case that could impair Stockholder’s ability to fulfill its obligations under Section 2. The execution and delivery of this Agreement by such Stockholder does do not, and the Stockholder’s performance of such Stockholder's its obligations hereunder under this Agreement will not, result in conflict with or violate any breach order, decree, judgment or Contract applicable to Stockholder or by which Stockholder or any of Stockholder’s properties or constitute a default Shares is bound. (or an event that with notice or lapse iii) Stockholder does not beneficially own any shares of time or both would become a default) undercapital stock of the Company, or give to others any right to terminate, amend, accelerate or cancel any right or obligation undersecurities convertible into, or result exchangeable or exercisable for, shares of capital stock of the Company, other than as set forth on the signature page hereto. (iv) Stockholder has full power and authority to make, enter into and carry out the terms of this Agreement, the Proxy and any other related agreements to which Stockholder is a party. (v) Stockholder shall not take any action that the Company is prohibited from authorizing or permitting any Representative (as defined in the creation Merger Agreement) from taking under Section 5.4(a) of the Merger Agreement, whether or not Stockholder is or remains a Representative. (vi) Stockholder agrees that it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any lien Action before any Governmental Entity, which alleges that the execution and delivery of this Agreement by Stockholder, either alone or encumbrance on together with the other Company voting agreements and proxies to be delivered in connection with the execution of the Merger Agreement, or the approval of the Merger Agreement by the board of directors of the Company, breaches any fiduciary duty of the board of directors of the Company or any member thereof; provided, that Stockholder may defend against, contest or settle any such action, claim, suit or cause of action brought against Stockholder that relates solely to Stockholder’s capacity as a director or officer of the Company. (vii) Stockholder shall not exercise any rights (including under Section 262 of the Delaware Law) to demand appraisal or dissenters’ rights with respect to any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Shares are or will that may be bound or affected. (b) Each Stockholder has read Section 6.05 of the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior available with respect to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with the terms of this AgreementMerger.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Acquiror as follows: (a) Such Stockholder is the beneficial or record owner of, or is trustee of a trust that is the record holder of, and whose beneficiaries are the beneficial owners of, or exercises voting power over, that number of shares of Company Stock set forth on the signature page hereto (all such shares owned beneficially or of record by Stockholder, or over which Stockholder exercises voting power, on the date hereof, collectively, the "Shares"). As of the date hereof, the Shares constitute Stockholder's entire interest in the outstanding shares of Company Stock and Stockholder does not hold any other outstanding shares of capital stock of the Company or rights to acquire any such capital stock. No person not a signatory to this Agreement has or will have a beneficial interest in or a right to acquire or vote any of the Shares or any New Shares. The Shares are and will be, and New Shares, if any, will be, at all times up until and including the earlier to occur of the Expiration Date and a Change of Company Recommendation free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Stockholder's voting rights, charges and other encumbrances of any nature that could adversely affect the Transactions or the exercise or fulfillment of the rights and obligations of the Company under the Share Exchange Agreement or of the parties to this Agreement. Stockholder's principal residence or place of business is set forth on the signature page hereto. (b) Stockholder has the full legal right, power and legal capacity authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, deliver and performance of this Agreement and to perform his or her obligations hereunder. This Agreement has the consummation of the transactions contemplated hereby have been duly and validly authorized by the approval of the Board of Director of the Stockholder, if such approval is necessary, and no further corporate action on the part of the Stockholder is necessary to authorize this Agreement or the other agreements, documents, certificates and instruments required to be delivered hereby or the performance of the transactions contemplated hereby. This Agreement and the other agreements, documents, certificates and instruments required to be delivered by the Stockholder in accordance with the provisions hereof (the "Stockholder Documents") have been or will be, as applicable, duly executed and delivered by such duly authorized officers of Stockholder and constitutes this Agreement constitutes, and the Stockholder Documents when executed and delivered will constitute, the legal, valid and binding obligation obligations of such Stockholder, enforceable against such Stockholder in accordance with its their respective terms, except as may be limited by . (ic) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution and delivery of this Agreement by such Stockholder does notAgreement, and the performance of such Stockholder's the obligations hereunder will notand the consummation of the transactions contemplated hereby do not conflict with, result in any breach of or constitute a default (under or an event that with notice a breach or lapse of time or both would become a default) underviolation of, adversely affect the rights and benefits afforded to Stockholder or give to others any party with rights thereunder the right to terminate, amendmodify, accelerate or cancel otherwise change the existing rights or obligations of Stockholder under (a) any right Law to which Stockholder or obligation underits assets, properties or businesses are subject or bound, (b) any judgment, order or decree of any Governmental Authority which is applicable to Stockholder or the assets, properties or businesses of Stockholder, (c) the Articles of Incorporation or Bylaws, each as amended through the date hereof (the "Stockholder Charter Documents"), or result in the creation of any lien securities issued by Stockholder, or encumbrance on (d) any Shares material contracts, or New Shares pursuant to, any note, bond, mortgage, indentureother agreement, contract, agreementcommitment, leasearrangement or understanding, licenseoral or written, permit, franchise or other instrument or obligation to which such Stockholder is a party party, by which Stockholder or any shareholder of Stockholder may have rights or by which such any of the properties or assets of Stockholder or the Shares or New Shares are or will may be bound or affected. , except, with respect to clauses (a), (b) Each Stockholder has read Section 6.05 of the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transferd), sell, exchange, pledge or otherwise dispose of or encumber for any of the Sharessame that has not had and could not reasonably be expected to result in a Material Adverse Effect on the Company or in a material adverse effect on the ability of the Stockholder to perform any of its obligations under this Agreement or the Share Exchange Agreement. Except as aforesaid, no authorization, approval or make consent of, and no registration or filing with, any offer Governmental Authority is required in connection with the execution, delivery or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms performance of this voting agreement and Agreement or the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder transactions contemplated hereby unconditionally and irrevocably instructs Parent to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with the terms of this Agreementby Stockholder.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Moog with respect to itself and its ownership of its Shares as follows: (a) Such Stockholder has full power and legal capacity to execute and deliver this Agreement and the Proxy and to perform his consummate the transactions contemplated hereby. (b) Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of the Shares and will continue to be the beneficial owner of the Shares until the Expiration Date, and during such period the Shares will be free and clear of any liens, claims, options, charges or her obligations hereunder. other encumbrances. (c) This Agreement has been duly and validly executed and delivered by such Stockholder and Stockholder. (d) This Agreement constitutes the valid and binding obligation agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangementreorganization, moratorium or other and similar laws affecting or relating to the or affecting creditors’ rights of creditors generally, or by general equity principles, (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. ). (e) The execution and delivery of this Agreement by such Stockholder does not, and the performance of such Stockholder's obligations hereunder this Agreement by Stockholder will not, (i) conflict with or violate any law applicable to Stockholder or by which Stockholder or any of Stockholder’s properties is bound or affected; or (ii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminaterights of termination, amend, accelerate acceleration or cancel any right or obligation undercancellation of, or result in the creation of any a lien or encumbrance on any Shares or New Shares assets of Stockholder, including, without limitation, Stockholder’s Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Shares are or will be any of Stockholder’s assets is bound or affected. (bf) Each Stockholder has read Section 6.05 Until the Expiration Date, Stockholder, solely in his capacity as such and not in his capacity as an officer or director of the Merger Agreement Company, shall not (and understands will use Stockholder’s reasonable best efforts to cause the Parent's restrictions thereunderCompany, its directors, officers or Employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it not to), directly or indirectly through another Person, (i) solicit, initiate or encourage any Company Acquisition Proposal, (ii) provide any information or data to any Person relating to or in connection with or in response to a Company Acquisition Proposal or an inquiry or indication of interest that could lead to a Company Acquisition Proposal, engage in any discussions or negotiations concerning a Company Acquisition Proposal, or otherwise take any action to facilitate any effort or attempt to make or implement a Company Acquisition Proposal, (iii) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Company Acquisition Proposal, or (iv) approve, recommend, agree to or accept, or propose to approve, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement related to any Company Acquisition Proposal. In the event that Stockholder receives, solely in his capacity as a stockholder of the Company and not in his capacity as an officer or director of the Company, from any third party any offer or indication of interest (whether made in writing or otherwise) regarding any of the transactions referred to in the foregoing sentence, or any request for information about the Company with respect to any of the foregoing, Stockholder shall immediately advise Moog in writing of any request for information or of any Company Acquisition Proposal and the material terms and conditions of such request or Company Acquisition Proposal, including the name of any Person making a Company Acquisition Proposal. Stockholder shall promptly (and in no event later than 24 hours after receipt of any Company Acquisition Proposal, any inquiry or indication of interest that could lead to a Company Acquisition Proposal or any request for information) advise Moog in writing of any Company Acquisition Proposal, any inquiry or indication of interest that could lead to a Company Acquisition Proposal or any request for information relating to the Company or any of its Subsidiaries (including the identity of the Person making or submitting such Company Acquisition Proposal, inquiry, indication of interest or request, and the terms thereof) that is made or submitted by any Person during the period prior to Expiration Date to Stockholder, solely in his capacity as a stockholder of the Company and not in his capacity as an officer or director of the Company. (cg) Each Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger. (h) Stockholder agrees not to transferexecute and deliver any additional documents necessary, sellin the reasonable opinion of Moog, exchange, pledge or otherwise dispose of or encumber any of to carry out the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement purpose and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with the terms intent of this Agreement. (i) Stockholder understands and acknowledges that Moog is entering into the Merger Agreement in reliance upon the execution and delivery of this Agreement by Stockholder.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Parent as follows: (a) Such Until the Expiration Date, the Stockholder has full power and legal capacity will not take any action the Company is forbidden to take pursuant to Section 4.3 of the Reorganization Agreement. (b) Stockholder is competent to execute and deliver this Agreement Stockholder Agreement, to perform its obligations hereunder and to perform his or her obligations hereunderconsummate the transactions contemplated hereby. This Stockholder Agreement has been duly and validly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery by Parent, constitutes the a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, terms except as may be limited by that (i) the effect of enforceability thereof may be subject to applicable bankruptcy, insolvency, conservatorship, arrangement, moratorium insolvency or other laws similar laws, now or hereinafter in effect affecting or relating to the creditors' rights of creditors generally, or generally and (ii) the rules governing the availability of the remedy of specific performance, performance or injunctive relief or other forms of equitable remedies relief may be subject to equitable defenses and general principles would be subject to the discretion of equity, regardless of whether considered in a the court before which any proceeding in equity or at law. therefor may be brought. (c) The execution and delivery of this Stockholder Agreement by such Stockholder does not, and the performance of such Stockholder's obligations hereunder will not, this Stockholder Agreement by Stockholder shall not result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminaterights of termination, amendamendment, accelerate acceleration or cancel any right or obligation undercancellation of, or result in the creation of any a lien or encumbrance encumbrance, on any of the Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Shares are or will be bound or affected. (b) Each Stockholder has read Section 6.05 of the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with the terms of this Agreement.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Acquiror as follows: (a) Such Stockholder is the beneficial or record owner of, or exercises voting power over, that number of shares of Company Common Stock set forth on the signature page hereto (all such shares owned beneficially or of record by Stockholder, or over which Stockholder exercises voting power, on the date hereof, collectively, the “Shares”). The Shares constitute Stockholder’s entire interest in the outstanding shares of Company Common Stock. No person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Shares (other than, if Stockholder is a partnership, the rights and interest of persons and entities that own partnership interests in Stockholder under the partnership agreement governing Stockholder and applicable partnership law). The Shares are and will be at all times up until the Expiration Date free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on Stockholder’s voting rights, charges and other encumbrances of any nature that would adversely affect the Merger or the exercise or fulfillment of the rights and obligations of the Company and the parties to this Agreement. Stockholder’s principal residence or place of business is set forth on the signature page hereto. (b) Stockholder has full power all requisite power, capacity and legal capacity authority to execute and deliver enter into this Agreement and to perform his or her obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes consummate the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at lawtransactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of Stockholder. This Agreement has been duly executed and delivered by Stockholder and, assuming the due authorization, execution and delivery of this Agreement by Acquiror, constitutes a valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity. (c) The execution and delivery of this Agreement does not, and the performance consummation of such Stockholder's obligations hereunder the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, result in any a breach or violation of or constitute a default (with or an event that with without notice or lapse of time or both would become a defaultboth) under, or give require notice to others or the consent of any right to terminate, amend, accelerate or cancel any right or obligation person under, any agreement, law, rule, regulation, judgment, order or result decree by which Stockholder is bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the creation aggregate, prevent or delay consummation of any lien or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or the Merger and the transactions contemplated by which such Stockholder or the Shares or New Shares are or will be bound or affected. (b) Each Stockholder has read Section 6.05 of the Merger Agreement and understands the Parent's restrictions thereunderthis Agreement or otherwise prevent or delay Stockholder from performing his, her or its obligations under this Agreement. (cd) Each Stockholder agrees not to transferUntil the Expiration Date, sellStockholder, exchange, pledge or otherwise dispose of or encumber any in its capacity as a stockholder of the SharesCompany, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent to notshall not authorize, encourage or permit any such transfer person or entity on its books and recordsStockholder’s behalf to, issue a new certificate representing directly or indirectly, take any action that would, or could reasonably be expected to result in the violation by the Company of Section 5.3 of the Shares Merger Agreement. No action or record such vote unless failure to take action by Stockholder in Stockholder’s capacity as an officer or director of the Company shall be deemed to be an action taken by Stockholder in his or her capacity as a stockholder of the Company, and until such nothing herein will limit or affect, or give rise to any liability to Stockholder shall have complied with by virtue of, any actions taken by Stockholder solely in his or her capacity as an officer or director of the terms of this AgreementCompany in exercising his or her rights or obligations under the Merger Agreement or applicable law.

Representations, Warranties and Covenants of Stockholder. Each As of the date hereof, Stockholder hereby represents, warrants and covenants to Company Parent as follows: (a) Such Stockholder is the Beneficial Owner of the Shares and the Options indicated on the signature page of this Agreement. (b) Stockholder does not Beneficially Own any shares of capital stock of the Company or any securities convertible into, or exchangeable or exercisable for, shares of capital stock of the Company, other than the Shares and Options set forth on the signature page hereto. (c) Stockholder has the full power to dispose, vote or direct the voting of the Shares for and legal capacity on behalf of all beneficial owners of the Shares. (d) The Shares are, and at all times up to execute and deliver this Agreement and to perform his or her obligations hereunder. This Agreement has been duly and validly executed and delivered including the Expiration Date the Shares will be, Beneficially Owned by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect free and clear of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the any rights of creditors generallyfirst refusal, co-sale rights, security interests, liens, pledges, options, charges, proxies, voting trusts or agreements, or any other encumbrances of any kind or nature (ii"ENCUMBRANCES"). (e) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution and delivery of this Agreement and the Proxy by such Stockholder does do not, and the Stockholder's performance of such Stockholder's its obligations hereunder under this Agreement will notnot conflict with or violate or require any consent, result in any breach of approval or constitute a default (or an event that with notice or lapse of time or both would become a default) under, any order, decree, judgment, statute, law, rule, regulation or give agreement applicable to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of Stockholder's properties or assets, including, without limitation, the Shares or New Shares are or will be bound or affectedand Options, is bound. (bf) Each Stockholder has read Section 6.05 of the Merger Agreement full power and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not authority to transfermake, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by enter into and carry out the terms of this voting agreement Agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts Proxy, in each case with respect to transfer, vote or provide any other person with the authority to vote any all of the Shares other than in compliance with this Agreementwithout limitation, Parent shall notqualification or restriction on such power and authority. (g) Except as expressly contemplated herein, the Stockholder is not a party to, and each Stockholder hereby unconditionally and irrevocably instructs Parent to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares are not subject to or record such vote unless and until such Stockholder shall have complied with bound in any manner by, any contract or agreement relating to the terms of this AgreementShares, including without limitation, any voting agreement, option agreement, purchase agreement, stockholders' agreement, partnership agreement or voting trust.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Parent as follows: (a) Such Stockholder has full power and legal capacity to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to perform his or her obligations hereunderconsummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except . Except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The , the execution and delivery of this Agreement by such Stockholder does not, and the performance of such Stockholder's obligations hereunder will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Shares are or will be bound or affected. (b) Each Until the Expiration Date, Stockholder has read Section 6.05 will not (and will use Stockholder's reasonable best efforts to cause Company, its affiliates, officers, directors and employees and any investment banker, attorney, accountant or other agent retained by Stockholder, Company or any of the Merger Agreement same, not to): (i) initiate or solicit, directly or indirectly, any proposal, plan or offer to acquire all or any material part of the business or properties or capital stock of Company, whether by merger, purchase of assets, tender offer or otherwise, or to liquidate Company or otherwise distribute to the stockholders of Company all or any substantial part of the business, properties or capital stock of Company (each, an "Acquisition Proposal"); (ii) initiate, directly or indirectly, any contact with any person in an effort to or with a view towards soliciting any Acquisition Proposal; (iii) furnish information concerning Company's business, properties or assets to any corporation, partnership, person or other entity or group (other than Parent, or any associate, agent or representative of Parent) under any circumstances that could reasonably be expected to relate to an actual or potential Acquisition Proposal; or (iv) negotiate or enter into discussions or an agreement, directly or indirectly, with any entity or group with respect of any potential Acquisition Proposal. In the event Stockholder shall receive or become aware of any Acquisition Proposal subsequent to the date hereof, Stockholder shall promptly inform Parent as to any such matter and understands the Parent's restrictions thereunderdetails thereof to the extent possible without breaching any other agreement to which such Stockholder is a party or violating its fiduciary duties. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent Company shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent Company to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with the terms of this Agreement.

Representations, Warranties and Covenants of Stockholder. Each Stockholder Stockholder, severally and not jointly, hereby represents, warrants and covenants to Company Parent as follows: (a) Such Stockholder is the record owner of the Subject Shares; (b) the Subject Shares set forth opposite his/her name on Exhibit A hereto constitute such Stockholder's entire interest in the outstanding capital stock and voting securities of the Company as of the date hereof; (c) the Subject Shares are, and will be, at all times up until the Expiration Date, free and clear of any liens, claims, options, charges, security interests, proxies, voting trusts, agreements, rights, understandings or arrangements, or exercise of any rights of a stockholder in respect of the Subject Shares or other encumbrances; (d) such Stockholder has voting power and the power of disposition with respect to all of the Subject Shares set forth opposite his/her name on Exhibit A hereto outstanding on the date hereof, and will have voting power and power of disposition with respect to all of the Subject Shares acquired by such Stockholder after the date hereof; and (e) such Stockholder's principal residence or place of business is accurately set forth on Exhibit A hereto. 4.2 Such Stockholder has full power and legal capacity to execute and deliver this Agreement and to comply with and perform his or her such Stockholder's obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution and delivery of this Agreement by such Stockholder does not, and the performance of such Stockholder's obligations hereunder will not, not result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Subject Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Subject Shares are or will be bound or affected. (b) 4.3 Each Stockholder has read Section 6.05 of the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent the Company not to and the Company shall not, (a) permit the Transfer of, or any such transfer grant of authority to vote with respect to, his/her Subject Shares, in violation of this Agreement on its books and recordsrecords by such Stockholder, (b) issue a new certificate representing any of the such Subject Shares or (c) record such vote unless and until such Stockholder shall have complied with the terms of this Agreement. 4.4 Each Stockholder shall, and shall cause each of his/her Representatives (each, a "Stockholder Representative") to, immediately cease any discussions or negotiations with any other parties conducted heretofore (other than Parent and its Affiliates) with respect to any Takeover Proposal. Each Stockholder shall not, nor shall it permit his/her Stockholder Representatives

Representations, Warranties and Covenants of Stockholder. Each The Stockholder hereby further represents, warrants and covenants to Company Parent as follows: (a) Such The Stockholder has full power and legal capacity to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to perform his or her obligations hereunderconsummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such the Stockholder and constitutes the valid and binding obligation of such the Stockholder, enforceable against such the Stockholder in accordance with its terms, except as may be limited by (i) the effect of any applicable bankruptcy, insolvency, conservatorship, arrangementreorganization, moratorium or other and similar laws affecting or relating to or affecting the rights of creditors generally, or generally and (ii) the rules governing the availability effect of specific performance, injunctive relief or other equitable remedies and general principles of equitygeneral application. Except as may be limited by (i) the effect of any applicable bankruptcy, regardless insolvency, reorganization, moratorium and similar laws relating to or affecting the rights of whether considered in a proceeding in equity or at law. The creditors generally and (ii) the effect of equitable principles of general application, the execution and delivery of this Agreement by such the Stockholder does not, and the performance of such the Stockholder's obligations hereunder will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such the Stockholder is a party or by which such the Stockholder or the Shares or New Shares are or will be bound or affected. (b) Each Stockholder has read Section 6.05 of the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each The Stockholder understands and agrees that if such the Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares held by the Stockholder as of the record date for any meeting at which such Shares are to be voted other than in compliance with this Agreement, Parent shall not, and each the Stockholder hereby unconditionally and irrevocably instructs Parent to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or not record such vote unless and until such the Stockholder shall have complied with the terms of this Agreement.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Acquiror as as follows: (a) Such Stockholder is the beneficial or record owner of, or is trustee of a trust that is the record holder of, and whose beneficiaries are the beneficial owners of, or exercises voting power over, that number of shares of Company Common Stock set forth on the signature page hereto (all such shares owned beneficially or of record by Stockholder, or over which Stockholder exercises voting power, on the date hereof, collectively, the “Shares”). The Shares constitute Stockholder’s entire interest in the outstanding shares of Company Common Stock and Stockholder does not hold any other outstanding shares of capital stock of the Company. No person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Shares. The Shares are and will be at all times up until the Expiration Date free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Stockholder’s voting rights, charges and other encumbrances of any nature that would adversely affect the Merger or the exercise or fulfillment of the rights and obligations of the Company under the Merger Agreement or of the parties to this Agreement. Stockholder’s principal residence or place of business is set forth on the signature page hereto. (b) Stockholder has full power all requisite power, capacity and legal capacity authority to execute and deliver enter into this Agreement and to perform his or her obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes consummate the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at lawtransactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of Stockholder. This Agreement has been duly executed and delivered by Stockholder and, assuming the due authorization, execution and delivery of this Agreement by Acquiror, constitutes a valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity. (c) The execution and delivery of this Agreement does not, and the performance consummation of such Stockholder's obligations hereunder the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, result in any a breach or violation of or constitute a default (with or an event that with without notice or lapse of time or both would become a defaultboth) under, or give require notice to others or the consent of any right to terminate, amend, accelerate or cancel any right or obligation person under, any agreement, law, rule, regulation, judgment, order or result decree by which Stockholder is bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the creation aggregate, prevent or materially delay consummation of any lien or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or the Merger and the transactions contemplated by which such Stockholder or the Shares or New Shares are or will be bound or affected. (b) Each Stockholder has read Section 6.05 of the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge this Agreement or otherwise dispose of prevent or encumber any of the Sharesmaterially delay Stockholder from performing his, her or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with the terms of obligations under this Agreement.

Representations, Warranties and Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to Company Parent with respect to itself and its ownership of its Shares as follows: (a) Such Stockholder has full power and all legal capacity to execute and deliver this Agreement and to perform his or her obligations hereunder. consummate the transactions contemplated hereby. (b) Such Stockholder is the beneficial owner of its Shares and will continue to be the beneficial owner of its Shares until the termination of this Agreement, except as permitted by Section 2 of this Agreement. (c) This Agreement has been duly and validly executed and delivered by such Stockholder and Stockholder. (d) This Agreement constitutes the valid and binding obligation agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangementreorganization, moratorium or other and similar laws affecting or relating to the or affecting creditors' rights of creditors generally, or by general equity principles, (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. ) or by an implied covenant of good faith and fair dealing. (e) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law applicable to such Stockholder or by which such Stockholder or any of such Stockholder's obligations hereunder will not, properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminaterights of termination, amend, accelerate acceleration or cancel any right or obligation undercancellation of, or result in the creation of any a lien or encumbrance on any Shares or New Shares assets of such Stockholder, including, without limitation, such Stockholder's Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Shares are or will be any of such Stockholder's assets is bound or affected, except for any such breaches, defaults, conflicts, violations or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement. (bf) Each Until the termination of this Agreement, Stockholder has read will not (and will use Stockholder's reasonable best efforts to cause the Company, its officers, directors and employees and any investment banker, attorney, accountant or other advisor or representative of Stockholder or the Company or any of the same not to) (i) solicit, initiate or knowingly encourage (including by furnishing nonpublic information) any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, (ii) participate in any discussions or negotiations in furtherance of such inquiries or to obtain an Acquisition Proposal, or the making of any proposal that constitutes any Acquisition Proposal, or (iii) knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding any provision of this Section 6.05 3(f) to the contrary, if any Stockholder is a member of the Company's Board of Directors, such member of the Board of Directors may take actions in such capacity to the extent permitted by Sections 6.4 and 8.1(e) of the Merger Agreement and understands the Parent's restrictions thereunderAgreement. (cg) Each The Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger. (h) The Stockholder agrees not to transferexecute and deliver any additional documents necessary, sellin the reasonable opinion of Parent, exchange, pledge or otherwise dispose of or encumber any of to carry out the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement purpose and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with the terms intent of this Agreement.