Common use of Stockholder Agreements Clause in Contracts

Stockholder Agreements. Unless and until this Agreement is terminated in accordance with Section 6, Stockholder hereby unconditionally and irrevocably agrees: (a) at any meeting of the stockholders of Epic or the Company (including any adjournment thereof), or in any other circumstance in which the vote, consent or other approval of the stockholders or other equity holders of Epic or the Company is sought, including in any action by written resolution of the stockholders of Epic or the Company, to be present in person or by proxy (in the case of any meeting or adjournment) and vote or provide consent to, or cause to be voted or consented to at such meeting, adjournment or pursuant to such action, all Stockholder Securities entitled to vote thereon in favor of, and to adopt and approve, the BCA and the transactions contemplated thereunder; (b) at any meeting of the stockholders of Epic or the Company (including any adjournment thereof ), or in any other circumstance in which the vote, consent or other approval of the stockholders or other equity holders of Epic or the Company is sought, including in any action by written resolution of the stockholders of Epic or the Company, to be present in person or by proxy (in the case of any meeting or adjournment) and vote or provide consent to, or cause to be voted or consented to at such meeting, adjournment, or pursuant to such action, all Stockholder Securities entitled to vote thereon against, and withhold consent with respect to (i) any Alternative Proposal or other proposal relating to an Alternative Proposal other than the transactions contemplated under the BCA; (ii) any merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of Epic or the Company other than as contemplated under the BCA; (iii) any change in the business, management or board of directors of Epic or the Company other than as contemplated under the BCA; and (iv) any other action, proposal or agreement that would be reasonably expected to (1) impede, frustrate, prevent, nullify, interfere with, delay, postpone, adversely affect, be in direct opposition to, or be in direct competition with, the transactions contemplated under the BCA, in each case, other than the proposal to adjourn or postpone any meeting of the stockholders or other equity holders of Epic or the Company, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt the transactions contemplated under the BCA, (2) result in a breach of any covenant, representation or warranty or other obligation or agreement of Epic, the Company, or, before the SPAC Merger, Merger Sub 2 or Flexjet, under the BCA, (3) result in a breach of any covenant, representation or warranty or other obligation or agreement of Stockholder contained in this Agreement, (4) result in any of the conditions precedent set forth in Section 9.1 and Section 9.2 of the BCA not being fulfilled or (5) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Epic or the Company, other than as contemplated under the BCA; (c) if a meeting is held in respect of the matters set forth in clauses (a) or (b) above, to appear at the meeting, in person or by proxy, or otherwise cause all of the Stockholder Securities to be counted as present thereat for purposes of establishing a quorum, and, if action by written resolution is sought in respect of the matters set forth in clauses (a) or (b) above, to execute and deliver a written consent (or cause a written consent to be executed and delivered) covering all of the Stockholder Securities; and (d) to take, or cause to be taken, all reasonable actions and to do, or cause to be done, all things reasonably necessary under applicable Laws to consummate the Transactions and the other transactions contemplated by the BCA on the terms and subject to the conditions set forth therein, and not to commit or agree to take any action inconsistent with the foregoing. From the date hereof until the Termination Date, Stockholder hereby agrees that it shall not commit, agree, or publicly propose any intention to take any action inconsistent with the foregoing. The obligations of the Stockholder specified in this Section 4 will apply whether or not the board of directors of Epic or the Company, as applicable, has previously recommended any of the transactions contemplated by the BCA to the stockholders thereof but changed such recommendations.

Stockholder Agreements. Unless and until this Agreement is terminated in accordance with Section 6, (a) Each Stockholder hereby unconditionally and irrevocably agrees: (a) agrees that, during the Voting Period, at any duly called meeting of the stockholders of Epic Parent (or the Company (including any adjournment or postponement thereof), or in any other circumstance in which the vote, consent or other approval of the stockholders or other equity holders of Epic or the Company is sought, including and in any action by written resolution consent of the stockholders of Epic or the Company, to be present in person or Parent requested by proxy (in the case of any meeting or adjournment) and vote or provide consent to, or cause to be voted or consented to at such meeting, adjournment or pursuant to such action, all Stockholder Securities entitled to vote thereon in favor of, and to adopt and approve, the BCA and the transactions contemplated thereunder; (b) at any meeting of the stockholders of Epic or the Company (including any adjournment thereof ), or in any other circumstance in which the vote, consent or other approval of the stockholders or other equity holders of Epic or the Company is sought, including in any action by written resolution of the stockholders of Epic or the Company, to be present in person or by proxy (in the case of any meeting or adjournment) and vote or provide consent to, or cause to be voted or consented to at such meeting, adjournment, or pursuant to such action, all Stockholder Securities entitled to vote thereon against, and withhold consent with respect to (i) any Alternative Proposal or other proposal relating to an Alternative Proposal other than the transactions contemplated under the BCA; (ii) any merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of Epic or the Company other than as contemplated under the BCA; (iii) any change in the business, management or Parent’s board of directors of Epic or the Company other than undertaken as contemplated under by the BCA; and (iv) any other actionTransactions, proposal or agreement that would be reasonably expected to (1) impedesuch Stockholder shall, frustrate, prevent, nullify, interfere with, delay, postpone, adversely affect, be in direct opposition to, or be in direct competition with, the transactions contemplated under the BCA, in each case, other than the proposal to adjourn or postpone any meeting of the stockholders or other equity holders of Epic or the Company, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt the transactions contemplated under the BCA, (2) result in a breach of any covenant, representation or warranty or other obligation or agreement of Epic, the Company, or, before the SPAC Merger, Merger Sub 2 or Flexjet, under the BCA, (3) result in a breach of any covenant, representation or warranty or other obligation or agreement of Stockholder contained in this Agreement, (4) result in any of the conditions precedent set forth in Section 9.1 and Section 9.2 of the BCA not being fulfilled or (5) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Epic or the Company, other than as contemplated under the BCA; (c) if a meeting is held in respect of the matters set forth in clauses (a) or (b) aboveheld, to appear at the meeting, in person or by proxy, or otherwise cause all of the Stockholder Securities its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and, if action by written resolution is sought in respect of the matters set forth in clauses (a) and such Stockholder shall vote or (b) above, to execute and deliver a written consent (or cause a written consent to be executed and delivered) covering voted or consented), in person or by proxy, all of its Subject Shares (i) in favor of the Stockholder Securitiesadoption of the Merger Agreement and approval of the Transactions (and any actions required in furtherance thereof); (ii) against any action, proposal, transaction or agreement that would result in a breach in any respect of any representation, warranty, covenant, obligation or agreement of Parent or Merger Sub contained in the Merger Agreement; (iii) in favor of the proposals set forth in the Proxy Statement/Registration Statement; and (div) to take, or cause to be taken, all reasonable actions and to do, or cause to be done, all things reasonably necessary under applicable Laws to consummate the Transactions and the other transactions contemplated by the BCA on the terms and subject to the conditions except as set forth thereinin the Proxy Statement/Registration Statement, and not against the following actions or proposals: (A) any proposal in opposition to commit approval of the Merger Agreement or agree to take any action in competition with or materially inconsistent with the foregoingMerger Agreement; and (B) (x) any amendment of the certificate of incorporation or bylaws of Parent; (y) any change in Parent’s corporate structure or business; or (z) any other action or proposal involving Parent or any of its subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the Transactions in any material respect or would reasonably be expected to result in any of Parent’s closing conditions or obligations under the Merger Agreement not being satisfied. From the date hereof until the Termination Date, Each Stockholder hereby agrees that it shall not committo, agreedirectly or indirectly, enter into any agreement, commitment or publicly propose arrangement with any intention to take any action person, the effect of which would be inconsistent with or violative of the foregoing. The provisions and agreements contained in this Article 1. (b) Each Stockholder shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of September 2, 2020, by and among the Stockholders and Parent (the “Letter Agreement”), including the obligations of the Stockholder specified Stockholders pursuant to Section 1 therein to not redeem any Subject Shares in this Section 4 will apply whether or not the board of directors of Epic or the Company, as applicable, has previously recommended any of connection with the transactions contemplated by the BCA Merger Agreement. (c) During the period commencing on the date hereof and ending on the earlier of the consummation of the Closing and the termination of the Merger Agreement pursuant to Section 7.1 thereof, each Stockholder shall not modify or amend any Contract between or among such Stockholder, anyone related by blood, marriage or adoption to such Stockholder or any Affiliate of such Stockholder (other than Parent or any of its Subsidiaries), on the stockholders thereof but changed such recommendationsone hand, and Parent or any of Parent’s Subsidiaries, on the other hand, including, for the avoidance of doubt, the Letter Agreement.

Stockholder Agreements. Unless and Hereafter until this Agreement is terminated in accordance with Section 6the Expiration Time, Stockholder each Company Equityholder hereby unconditionally and irrevocably agrees: (a) agrees that, at any meeting of the stockholders Stockholders of Epic or the Company (including or any adjournment or postponement thereof), or in any other circumstance in which the vote, consent or other approval of the stockholders or other equity holders of Epic or the Company is sought, including and in any action by written resolution consent of the stockholders Equityholders of Epic the Company requested by the Board of Directors of the Company or otherwise undertaken as contemplated by the Transactions, including in the form attached as Exhibit H to the Merger Agreement (which written consent shall be delivered promptly, and in any event within three (3) Business Days, after (x) the Proxy Statement/Registration Statement (as contemplated by the Merger Agreement) has been declared effective under the Securities Act and has been delivered or otherwise made available to the shareholders of Acquiror and the Company, to be present in person or by proxy and (in the case of any meeting or adjournmenty) and vote or provide consent to, or cause to be voted or consented to at such meeting, adjournment or pursuant to such action, all Stockholder Securities entitled to vote thereon in favor of, and to adopt and approve, the BCA and the transactions contemplated thereunder; (b) at any meeting of the stockholders of Epic or the Company (including any adjournment thereof requests such delivery), or in any other circumstance in which the votesuch Company Equityholder shall, consent or other approval of the stockholders or other equity holders of Epic or the Company is sought, including in any action by written resolution of the stockholders of Epic or the Company, to be present in person or by proxy (in the case of any meeting or adjournment) and vote or provide consent to, or cause to be voted or consented to at such meeting, adjournment, or pursuant to such action, all Stockholder Securities entitled to vote thereon against, and withhold consent with respect to (i) any Alternative Proposal or other proposal relating to an Alternative Proposal other than the transactions contemplated under the BCA; (ii) any merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of Epic or the Company other than as contemplated under the BCA; (iii) any change in the business, management or board of directors of Epic or the Company other than as contemplated under the BCA; and (iv) any other action, proposal or agreement that would be reasonably expected to (1) impede, frustrate, prevent, nullify, interfere with, delay, postpone, adversely affect, be in direct opposition to, or be in direct competition with, the transactions contemplated under the BCA, in each case, other than the proposal to adjourn or postpone any meeting of the stockholders or other equity holders of Epic or the Company, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt the transactions contemplated under the BCA, (2) result in a breach of any covenant, representation or warranty or other obligation or agreement of Epic, the Company, or, before the SPAC Merger, Merger Sub 2 or Flexjet, under the BCA, (3) result in a breach of any covenant, representation or warranty or other obligation or agreement of Stockholder contained in this Agreement, (4) result in any of the conditions precedent set forth in Section 9.1 and Section 9.2 of the BCA not being fulfilled or (5) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Epic or the Company, other than as contemplated under the BCA; (c) if a meeting is held in respect of the matters set forth in clauses (a) or (b) aboveheld, to appear at the meeting, in person or by proxy, or otherwise cause all of the Stockholder Securities its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and, if action by written resolution is sought in respect of the matters set forth in clauses (a) and such Company Equityholder shall vote or (b) above, to execute and deliver a written provide consent (or cause a written consent to be executed and delivered) covering voted or consented), in person or by proxy, all of its Subject Shares: (a) to approve and adopt the Stockholder Securities; andMerger Agreement and the Transactions; (b) to approve and adopt the A&R Charter; (c) to authorize and approve the Mergers as an RTPZ Transaction pursuant to Article IV(B), Section 2.3(c) of the A&R Charter; (d) to takeexercise the drag-along rights set forth in Section 3.2 of the Voting Agreement; (e) in any other circumstances upon which a consent or other approval is required under the A&R Charter or the Investment Agreements or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be takenvoted, consented or approved) all reasonable actions of such Company Equityholder’s Subject Shares held at such time in favor thereof; (f) against and withhold consent with respect to doany merger, purchase of all or cause to be done, substantially all things reasonably necessary under applicable Laws to consummate of the Transactions Company’s assets or other business combination transaction (other than the Merger Agreement and the Transactions); and (g) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Mergers, (B) result in a breach in any respect of any covenant, representation, warranty or any other transactions contemplated by obligation or agreement of the BCA on Company under the terms and subject to Merger Agreement or (C) result in any of the conditions set forth therein, and in Article IX of the Merger Agreement not to being fulfilled. Each Company Equityholder hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing. From the date hereof until the Termination Date, Stockholder hereby agrees that it shall not commit, agree, or publicly propose any intention to take any action inconsistent with the foregoing. The obligations of the Stockholder specified in this Section 4 will apply whether or not the board of directors of Epic or the Company, as applicable, has previously recommended any of the transactions contemplated by the BCA to the stockholders thereof but changed such recommendations.

Stockholder Agreements. Unless and Hereafter until this Agreement is terminated in accordance with Section 6the Expiration Time, each Company Stockholder hereby unconditionally and irrevocably agrees: (a) agrees that, at any meeting of the stockholders of Epic or the Company (including or any adjournment or postponement thereof), or in any other circumstance in which the vote, consent or other approval of the stockholders or other equity holders of Epic or the Company is sought, including and in any action by written resolution consent of the stockholders of Epic the Company requested by the Company Board or otherwise undertaken as contemplated by the Company, to Transactions (which written consent shall be present in person or by proxy (in the case of any meeting or adjournment) and vote or provide consent to, or cause to be voted or consented to at such meeting, adjournment or pursuant to such action, all Stockholder Securities entitled to vote thereon in favor ofdelivered promptly, and to adopt and approve, the BCA and the transactions contemplated thereunder; (b) at any meeting of the stockholders of Epic or the Company (including any adjournment thereof ), or in any other circumstance in which the vote, consent or other approval of the stockholders or other equity holders of Epic or the Company is sought, including in any action by written resolution of the stockholders of Epic or the Company, to be present in person or by proxy (in the case of any meeting or adjournment) and vote or provide consent to, or cause to be voted or consented to at such meeting, adjournment, or pursuant to such action, all Stockholder Securities entitled to vote thereon against, and withhold consent with respect to (i) any Alternative Proposal or other proposal relating to an Alternative Proposal other than the transactions contemplated under the BCA; (ii) any merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of Epic or the Company other than as contemplated under the BCA; (iii) any change in the business, management or board of directors of Epic or the Company other than as contemplated under the BCA; and (iv) any other action, proposal or agreement that would be reasonably expected to (1) impede, frustrate, prevent, nullify, interfere with, delay, postpone, adversely affect, be in direct opposition to, or be in direct competition with, the transactions contemplated under the BCA, in each case, other than the proposal to adjourn or postpone any meeting of the stockholders or other equity holders of Epic or the Company, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt the transactions contemplated under the BCA, event within two (2) result in a breach of any covenantBusiness Days, representation or warranty or other obligation or agreement of Epic, after the Company, or, before the SPAC Merger, Merger Sub 2 or Flexjet, under the BCA, Proxy Statement / Registration Statement (3) result in a breach of any covenant, representation or warranty or other obligation or agreement of Stockholder contained in this Agreement, (4) result in any of the conditions precedent set forth in Section 9.1 and Section 9.2 of the BCA not being fulfilled or (5) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Epic or the Company, other than as contemplated under by the BCA; (cMerger Agreement) becomes effective), such Company Stockholder shall, if a meeting is held in respect of the matters set forth in clauses (a) or (b) aboveheld, to appear at the meeting, in person or by proxy, or otherwise cause all of the Stockholder Securities its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and, if action by written resolution is sought in respect of the matters set forth in clauses (a) and such Company Stockholder shall vote or (b) above, to execute and deliver a written provide consent (or cause a written consent to be executed voted or consented), in person or by proxy, all of its Subject Shares: (a) to approve and deliveredadopt the Merger Agreement, the other Ancillary Agreements and the Transactions; (b) covering in any other circumstances upon which a consent or other approval is required under the Company Charter or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Stockholder’s Subject Shares held at such time in favor thereof; (c) against and withhold consent with respect to any merger, purchase of all or substantially all of the Stockholder SecuritiesCompany’s assets or other business combination transaction (other than the Merger Agreement and the Transactions); (d) against any proposal, action or agreement that would (i) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (ii) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreement or (iii) result in any of the conditions set forth in Article IX of the Merger Agreement not being fulfilled prior to the Outside Date; and (de) to takeapprove or authorize (or to vote against or withhold consent for, as applicable) any other matters necessary or reasonably requested by the Company or Acquiror for the consummation of the Transactions; provided, however, that such Company Stockholder shall not vote or provide consent with respect to any of its Subject Shares and New Securities that have the power to vote (including, without limitation, by proxy or power of attorney) that are not held by the Company’s directors, officers, affiliates or greater than 5% shareholders of the Company, or cause take any other action, in each case to be takenthe extent any such vote, all reasonable actions and to do, consent or cause to be done, all things reasonably necessary under applicable Laws to consummate other action would preclude Acquiror from filing the Transactions and Proxy Statement / Registration Statement with the other transactions SEC as contemplated by the BCA on the terms and subject to the conditions set forth therein, and Merger Agreement. Each Company Stockholder hereby agrees that it shall not to commit or agree to take any action inconsistent with the foregoing. From the date hereof until the Termination Date, Stockholder hereby agrees that it shall not commit, agree, or publicly propose any intention to take any action inconsistent with the foregoing. The obligations of the Stockholder specified in this Section 4 will apply whether or not the board of directors of Epic or the Company, as applicable, has previously recommended any of the transactions contemplated by the BCA foregoing prior to the stockholders thereof but changed such recommendationsExpiration Time.

Stockholder Agreements. Unless and Hereafter until this Agreement is terminated in accordance with Section 6the Expiration Time, each Company Stockholder hereby unconditionally and irrevocably agrees: (a) agrees that, at any meeting of the stockholders of Epic or the Company (including or any adjournment or postponement thereof), or in any other circumstance in which the vote, consent or other approval of the stockholders or other equity holders of Epic or the Company is sought, including and in any action by written resolution consent of the stockholders of Epic the Company requested by the Company Board or otherwise undertaken as contemplated by the Company, to Transactions (which written consent shall be present in person or by proxy (in the case of any meeting or adjournment) and vote or provide consent to, or cause to be voted or consented to at such meeting, adjournment or pursuant to such action, all Stockholder Securities entitled to vote thereon in favor ofdelivered promptly, and to adopt and approve, the BCA and the transactions contemplated thereunder; (b) at any meeting of the stockholders of Epic or the Company (including any adjournment thereof ), or in any other circumstance in which the vote, consent or other approval of the stockholders or other equity holders of Epic or the Company is sought, including in any action by written resolution of the stockholders of Epic or the Company, to be present in person or by proxy (in the case of any meeting or adjournment) and vote or provide consent to, or cause to be voted or consented to at such meeting, adjournment, or pursuant to such action, all Stockholder Securities entitled to vote thereon against, and withhold consent with respect to (i) any Alternative Proposal or other proposal relating to an Alternative Proposal other than the transactions contemplated under the BCA; (ii) any merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of Epic or the Company other than as contemplated under the BCA; (iii) any change in the business, management or board of directors of Epic or the Company other than as contemplated under the BCA; and (iv) any other action, proposal or agreement that would be reasonably expected to (1) impede, frustrate, prevent, nullify, interfere with, delay, postpone, adversely affect, be in direct opposition to, or be in direct competition with, the transactions contemplated under the BCA, in each case, other than the proposal to adjourn or postpone any meeting of the stockholders or other equity holders of Epic or the Company, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt the transactions contemplated under the BCA, (2) result in a breach of any covenant, representation or warranty or other obligation or agreement of Epic, the Company, or, before the SPAC Merger, Merger Sub 2 or Flexjet, under the BCA, event within three (3) result in a breach of any covenantBusiness Days, representation or warranty or other obligation or agreement of Stockholder contained in this Agreement, after the Registration Statement (4) result in any of the conditions precedent set forth in Section 9.1 and Section 9.2 of the BCA not being fulfilled or (5) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Epic or the Company, other than as contemplated under by the BCA; (cMerger Agreement) becomes effective), such Company Stockholder shall, if a meeting is held in respect of the matters set forth in clauses (a) or (b) aboveheld, to appear at the meeting, in person or by proxy, or otherwise cause all of the Stockholder Securities its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and, if action by written resolution is sought in respect of the matters set forth in clauses (a) and such Company Stockholder shall vote or (b) above, to execute and deliver a written provide consent (or cause a written consent to be executed voted or consented), in person or by proxy, all of its Subject Shares: (a) to approve and deliveredadopt the Merger Agreement, the other Transaction Documents and the Transactions; (b) covering to the extent such Company Stockholder’s Subject Shares include shares of Company Preferred Stock, to authorize and approve the Company Preferred Conversion; (c) in any other circumstances upon which a consent or other approval is required under the Company Charter or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Stockholder’s Subject Shares held at such time in favor thereof; (d) against and withhold consent with respect to any merger, purchase of all or substantially all of the Stockholder SecuritiesCompany’s assets or other business combination transaction (other than the Merger Agreement and the Transactions); (e) against any proposal, action or agreement that would (i) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or any Merger, (ii) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreement or (iii) result in any of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled prior to the Outside Date; and (df) to takeapprove or authorize (or to vote against or withhold consent for, as applicable) any other matters necessary or reasonably requested by the Company or Parent for the consummation of the Transactions; provided, however, that such Company Stockholder shall not vote or provide consent with respect to any of its Subject Shares that are not held by the Company’s directors, officers, affiliates or greater than 5% shareholders of the Company, or cause take any other action, in each case to be takenthe extent any such vote, all reasonable actions and to do, consent or cause to be done, all things reasonably necessary under applicable Laws to consummate other action would preclude Parent from filing the Transactions and Registration Statement with the other transactions SEC as contemplated by the BCA on the terms and subject to the conditions set forth therein, and Merger Agreement. Each Company Stockholder hereby agrees that it shall not to commit or agree to take any action inconsistent with the foregoing. From the date hereof until the Termination Date, Stockholder hereby agrees that it shall not commit, agree, or publicly propose any intention to take any action inconsistent with the foregoing. The obligations of the Stockholder specified in this Section 4 will apply whether or not the board of directors of Epic or the Company, as applicable, has previously recommended any of the transactions contemplated by the BCA foregoing prior to the stockholders thereof but changed such recommendationsExpiration Time.