Common use of Voting Agreement Clause in Contracts

Voting Agreement. (a) The Stockholder hereby agrees that, during the Support Period, at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the Company, however called, and in connection with any written consent of the Company’s stockholders with respect to any of the matters set forth in clause (ii) below, if applicable, the Stockholder shall (i) appear at such meeting or otherwise cause all of the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all the Subject Shares, (A) in favor of (“for”) (1) the Merger and the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. (a) The Stockholder hereby agrees with Company that, during the Support Period, at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the CompanyParent's stockholders, however called, and any adjournment or postponement thereof, or in connection with any written consent of the Company’s stockholders Parent's stockholders, Stockholder shall vote any Shares with respect to any of the matters set forth in clause (ii) below, if applicable, the which Stockholder shall has voting power (i) appear at such meeting or otherwise cause all of the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all the Subject Shares, (A) in favor of (“for”) (1) approval of the Merger and the other Merger Agreement and any actions recommended by the Board of Directors of Parent that are required in furtherance of the transactions contemplated by thereby; provided that Stockholder shall not be required to vote for any action that would increase the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders number of shares of Company Common Stock upon to be received by the conversion stockholders of such Company in respect of their shares of Company capital stock in the Merger, ; (yii) reduce the amount of the Per Share Merger Consideration payable against any proposal to authorize any action or agreement that would result in a breach in any respect of any Subject Shares (other thanrepresentation, for the avoidance warranty, covenant, agreement or obligation of doubt, adjustments in accordance with the terms of Parent under the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and ; (2iii) the approval of against: (A) any proposal by Parent to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor enter into or consent to hereunder) and any Third Party Acquisition (as defined below); (B) to any change in the extent any such matter is formally submitted for a vote (or the consent) individuals who, as of the Company’s stockholdersdate hereof, against constitute the Board of Directors of Parent (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions except as contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of the Company under by the Merger Agreement or of the Stockholder under this Agreement, and ); (3C) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidationconsolidation or other business combination involving Parent and any Third Party (as defined below), amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of other than the Company Governing Documents, or any Merger; (D) a sale, lease, sublease, exchange, license, sub-license, transfer or other disposition of all or a material portion substantially all of the assets of Parent's business outside the Company ordinary course of business, or of any assets that are material to its business whether or not in the ordinary course of business, or a reorganization, recapitalization, dissolution or liquidation of Parent; (E) any amendment of Parent's Certificate of Incorporation or bylaws, except as contemplated by the Merger Agreement; and (F) any other action that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or adversely affect the Merger or any of its subsidiaries). The Stockholder covenants the other transactions contemplated by the Merger Agreement, or any of the transactions contemplated by this Agreement; and agrees (iv) in favor of any proposal to grant Parent's management discretionary authority to adjourn any meeting of Parent's stockholders for the purpose of soliciting additional proxies in the event that, except at any meeting held for this the purpose of considering the Merger Agreement, the Stockholder shall not, number of shares of Parent Common Stock present or represented and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and is insufficient to approve the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement)Merger. (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. (a) The Each Stockholder hereby severally (and not ---------------- jointly) agrees that, during the Support Periodtime this Agreement is in effect, at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the Company, however called, and in connection with any action by written consent of the Company’s stockholders with respect to any of the matters set forth in clause (ii) belowCompany, if applicable, the such Stockholder shall (i) appear at such meeting or otherwise cause vote all of the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including legally and/or beneficially owned by proxy or written consent, if applicable) all the Subject Shares, (A) such Stockholder in favor of (“for”) (1) the Merger, the Merger Agreement (as amended from time to time) and any of the other transactions contemplated by the Merger Agreement Agreement; (to the extent proposed to be voted upon or consented to by the Company’s stockholdersii) and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of vote such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal agreement that could reasonably be expected to would result in a breach in any material respect of any covenant, representation or warranty, warranty or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, ; and (3iii) vote the Shares against any action, proposal, transaction action or agreement that would reasonably be expected to materially impede, interfere with, delay, discourage, adversely affect with or inhibit attempt to discourage the timely consummation of the Merger Offer or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement)Merger. (b) Each Stockholder hereby appoints Parent severally (and any designee not jointly) further agrees that, if the Merger Agreement shall terminate solely by reason of Parentthe Company's exercise of its termination rights pursuant to Section 9.1(b)(iii) of the Merger Agreement, and each of them individuallyfor as long as the Exercise Period has not ended, until the Expiration Time such Stockholder (at which time this proxy i) shall attend or otherwise participate in all duly called stockholder meetings and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act in all actions by written consent during of stockholders, (ii) shall vote the term Shares legally and/or beneficially owned by such Stockholder to enlarge the Board of this Agreement Directors of the Company to provide the Purchaser with respect to a majority of members of the Subject Board elected by the Purchaser, (iii) shall not, without the prior written consent of Purchaser, vote any of such Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power favor of attorney is given to secure the performance any of the duties actions described in Section 6.1(a), (b), (e) or (f) of the Stockholder under this Agreement. The Stockholder Merger Agreement and (iv) shall take otherwise vote such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxyShares, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity use its reasonable efforts in its capacity as stockholder of the StockholderCompany, to prevent the actions described in Section 6.1(a), (b), (e) or (f) of the Merger Agreement. (c) In furtherance, Each Purchaser and Sub agree that the covenants of each Stockholder under this Section 7.1 relate only to each Stockholder in its capacity as stockholder and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described other capacity in Section 3(a), which shall such person may be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions)acting. (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. During the period beginning on the date of this Agreement and ending on the earlier of (ax) The Stockholder the Effective Time, (y) the agreement of the parties hereto to terminate this Agreement, and (z) the termination of the Merger Agreement in accordance with its terms (the “Agreement Period”), the Shareholder hereby irrevocably and unconditionally agrees that, during the Support Period, that at any meeting (whether annual or special and each postponement, recess, adjournment whether or continuation thereofnot an adjourned or postponed meeting) of the Company’s stockholders at which any holders of the matters set forth in clause (ii) below is put to the vote of stockholders of the CompanyCompany Common Stock, however calledcalled (each, and a “Company Shareholders Meeting”), or in connection with any written consent of the Company’s stockholders with respect to any holders of the matters set forth in clause (ii) below, if applicableCompany Common Stock, the Stockholder shall Shareholder shall: (ia) appear be present, in person or represented by proxy, or otherwise cause the Shares to be counted for purposes of determining the presence of a quorum at such meeting or otherwise cause all of (to the Subject fullest extent that such Shares entitled to vote thereat, as applicable, to may be counted as present thereat for quorum purposes of calculating a quorum, and under applicable Law); (iib) vote (or cause to be voted) or deliver a written consent (or cause a written consent to be delivered) with respect to the Shares, in each case, to the fullest extent that such Shares are entitled to be voted (including at the time of any vote or action by proxy or written consent, if applicable) all the Subject Shares, : (Ai) in favor of the (“for”A) (1) the Merger approval and the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form and each of the consideration payable to other actions contemplated by the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, Merger Agreement; and (yB) reduce the amount without limitation of the Per Share Merger Consideration payable in respect of any Subject Shares preceding clause (other thanA), for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders Company Shareholders Meeting to a later date if there are not sufficient votes to approve the Merger or adopt for approval and adoption of the Merger Agreement (as it may have been amended or amended and restated in a manner for on the date on which the Stockholder Company Shareholders Meeting is obligated to vote in favor or consent to hereunderheld; and (ii) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1A) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal)agreement that would reasonably be expected to frustrate the purposes of, without regard to the terms of such Acquisition Proposalimpede, hinder, interfere with, or any of prevent or delay or adversely affect the consummation of, or dilute materially the benefits to Parent of, the transactions contemplated therebyby the Merger Agreement, (2B) any Takeover Proposal and any action in furtherance thereof, (C) any reorganization, recapitalization or proposal winding-up of the Company or any other extraordinary transaction involving the Company, or (D) any action, proposal, transaction or agreement that could would reasonably be expected to result in a breach of any covenant, representation or warranty, warranty or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder Shareholder under this Agreement, and (3) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit . Notwithstanding the timely consummation of the Merger or the fulfillment of Parent’sforegoing, the Company’s Shareholder shall have no obligation to vote in the manner provided in this Section 4 if Parent or Merger Sub’s conditions Sub shall have amended or modified the Offer or if Company shall have consented to Closing under the Merger Agreement or a change described in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (xSection 1.1(a)(i) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement in a manner adverse to the Shareholder (and other than any actions required extension of the Offer to the extent permitted in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement)) without obtaining the Shareholder’s prior written consent. (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. Shareholder hereby irrevocably agrees with the Company that during the period commencing on the date hereof and continuing until the first to occur of (a) The Stockholder hereby agrees that, during the Support PeriodEffective Time or (b) the termination of the Merger Agreement in accordance with its terms (the “Termination Date”), at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the CompanyParent’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the Companyshareholders, however called, and or in connection with any written consent of the CompanyParent’s stockholders with respect to any of the matters set forth in clause (ii) belowshareholders, if applicable, the Stockholder Shareholder shall (i) appear at each such meeting meeting, in person or by proxy, or otherwise cause all of the Subject Shareholder Shares entitled to vote thereat, as applicable, then outstanding to be counted as present thereat for purposes of calculating establishing a quorum, and (ii) vote Shareholder shall vote, or cause to be voted (including or in connection with any written consent of the Parent’s shareholders, act, or cause to be acted, by proxy or written consent) with respect to all Shareholder Shares that Shareholder is entitled to vote or as to which Shareholder has the right to direct the voting, if applicable) all as of the Subject Sharesrelevant record date, (Ai) in favor of (“for”) (1) the Merger and the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms approval of the Merger Agreement and the transactions contemplated thereby; (ii) against any proposal that is intended to, or is reasonably likely to result in any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt obligations under the Merger Agreement not being fulfilled; (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunderiii) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal agreement that could reasonably be expected to would result in a breach in any respect of any covenant, representation or warranty, or any other obligation or agreement agreement, of the Company Parent or Acquisition under the Merger Agreement or of the Stockholder Shareholder under this Agreement, ; and (3iv) any action, proposal, transaction against the election of a group of individuals to replace a majority or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation more of the Merger individuals presently on the Parent Board; provided that if one or more individuals presently on the fulfillment Parent Board withdraws his or her nomination for reelection at any meeting of Parent’sshareholders for the election of directors, Shareholder may vote for a replacement director nominated by the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, Parent Board for such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiariesindividual(s). The Stockholder covenants Shareholder agrees that the obligations under this Agreement are unconditional and agrees that, except for this Agreementwill remain in full force and effect notwithstanding that the Parent Board may have withdrawn or amended its recommendation and approval of the Merger. Further, the Stockholder shall not, and shall Shareholder will not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection understanding with any vote Person the effect of the stockholders which would be inconsistent with or violative of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided provision contained in this Agreement or the Merger Agreement)Section 3. (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. (a) The Stockholder hereby covenants and agrees that, during prior to the Support PeriodExpiration Date, at any duly called meeting of the stockholders of Belo (whether annual or special and each postponementany adjournment, recess, adjournment postponement or continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the Company, however called), and in connection with any written consent other circumstances other than a duly called meeting of the Company’s stockholders of Belo upon which a vote, consent or other approval (including by written consent) with respect to any of the matters set forth in clause (ii) belowMerger or the Merger Agreement is sought, if applicable, the Stockholder shall (i) appear at such meeting meeting, in person or otherwise cause all of the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorumby proxy, and (ii) vote or shall vote, and cause to be voted voted, all Shares of Stockholder: (including by proxy or written consent, if applicable) all the Subject Shares, (Ai) in favor of (“for”) (1) the approval of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), and (ii) against (A) any proposal made in opposition to or in competition with the extent proposed to be voted upon Merger or consented to the transactions contemplated by the Company’s stockholders) and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (action, proposal, transaction or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposalagreement which would, or any of the transactions contemplated thereby, (2) any action or proposal that could would reasonably be expected to to, result in a breach of any covenant, representation or warranty, warranty or any other obligation or agreement of the Company Belo under the Merger Agreement or of the Stockholder under this Agreement, (C) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (3D) any actionother action or proposal the consummation of which would, proposal, transaction or agreement that would could reasonably be expected to to, prevent, impede, interfere with, delay, discouragepostpone, discourage or frustrate the purposes of or adversely affect or inhibit the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of Parent’s, the CompanyBelo’s or Merger SubGannett’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares class of capital stock of Belo (including any amendments to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiariesdate hereof). The Any such vote shall be cast (or consent shall be given) by Stockholder covenants in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and agrees that, except for this Agreement, purposes of recording the results of such vote (or consent). Stockholder shall not, and shall not permit provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any Person under the Stockholder’s control, during the Support Period, action proposed to (x) enter into any voting agreement or voting trust be taken by written consent with respect to any Subject Shares, (y) except as expressly . Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth hereinin this Section 1. Anything herein to the contrary notwithstanding, grantthis Section 1 shall not require any Stockholder to appear at such meeting, a in person or by proxy, consent or power of attorney with respect to any Subject Sharesvote, or (z) makecause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner participate in, directly that (i) decreases the amount the Merger Consideration or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of changes the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor form of the Merger and Consideration or (ii) imposes any material restrictions on or additional conditions on the adoption payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall not be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death material restriction or incapacity of the Stockholderadditional condition hereunder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. (a) The Stockholder Shareholder hereby agrees that, during from and after the Support Perioddate hereof and until the earlier of (x) the Effective Time or (y) the termination of the Merger Agreement pursuant to its terms (such earlier date, the “Termination Date”): (a) at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the shareholders of the Company’s stockholders , however called, it will cause the Shares Shareholder beneficially owns to be counted as present (or absent if requested by Parent) for purposes of establishing a quorum and (b) at which any meeting of the matters set forth in clause (ii) below is put to the vote of stockholders shareholders of the Company, however called, and in connection with any written action by consent of the Company’s stockholders with respect to any shareholders of the matters set forth in clause Company, such Shareholder shall vote (ii) below, if applicable, the Stockholder shall (i) appear at such meeting or otherwise cause all of the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicablevoted) all the Subject Shares, of such Shareholder’s Shares (Ai) in favor of (“for”) (1) the approval and adoption of the Merger Agreement, the Merger and all the other transactions contemplated by the Merger Agreement (and this Agreement and otherwise in such manner as may be necessary to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in consummate the Merger; (ii) against any action, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other thanproposal, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations transaction that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenant, obligation, agreement, representation or warranty, or any other obligation or agreement warranty of the Company under the Merger Agreement or of the Stockholder under Shareholder contained in this Agreement, ; and (3iii) against any action, proposalagreement, transaction (other than the Merger Agreement or agreement the transactions contemplated thereby) or proposal (including any Company Take-Over Proposal) that would could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit result in any of the timely consummation of conditions to the Merger or the fulfillment of Parent’s, to the Company’s or Merger Sub’s conditions to Closing obligations under the Merger Agreement not being fulfilled or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documentsthat is intended, or any salecould reasonably be expected, leaseto impede, subleaseinterfere, exchangedelay, license, sub-license, discourage or other disposition of all or a material portion of adversely affect the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Merger Agreement, the Stockholder shall not, and shall Merger or this Agreement. Any vote by Shareholder that is not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with this Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder 1.01 shall be irrevocable during considered null and void, and the Support Period, provisions of Section 1.02 shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholdertake immediate effect. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. (a) The Stockholder During the term of this Agreement, Shareholder hereby agrees that, during the Support Period, at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the Company, however called, and in connection with any written consent of the Company’s stockholders with respect to any of the matters set forth in clause (ii) below, if applicable, the Stockholder shall (i) appear at such meeting or otherwise cause all of the Subject Shares entitled to vote thereator, as applicable, cause or direct to be counted as present thereat voted, all Shares at the time of any vote (A) to approve and adopt the Merger Agreement and the Merger and in favor of the Company Shareholder Advisory Vote at the Company Shareholder Meeting, and at any adjournment or postponement thereof, at which such Merger Agreement is submitted for purposes the consideration and vote of calculating a quorum, the shareholders of the Company and (B) against (i) any Acquisition Proposal and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all the Subject Shares, (A) in favor of (“for”) (1) the Merger and the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3) any action, proposal, agreement or transaction or agreement that would reasonably be expected to materially impede, interfere with, delay, discourage, adversely affect delay or inhibit the timely consummation of postpone the Merger or any other transaction contemplated in the fulfillment Merger Agreement; provided, that each of Parent’s, Shareholder’s voting obligation set forth in this Section 1.01 and Shareholder’s appointment of Parent as its proxy and attorney-in-fact pursuant to Section 1.02(a) will be suspended for so long as the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights board of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall directors is not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend recommending that the stockholders shareholders of the Company vote in favor of the Merger and Merger. For the adoption avoidance of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided doubt, each of Shareholder’s voting obligation set forth in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Section 1.01 and Shareholder’s appointment of Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his its proxy and attorney-in-fact, with fact pursuant to Section 1.02(a) will be in full power force at any time that the Company’s board of substitution directors is recommending that shareholders of the Company vote in favor of the Merger. Shareholder hereby revokes any and resubstitution, to vote all previous proxies or act by written consent during the term powers of this Agreement attorney granted with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing Notwithstanding anything in this Agreement to the contrary, except as specifically set forth in this Agreement, each Shareholder will continue to hold and shall obligate have the Stockholder right to exercise any option or any other right all voting rights related to acquire any shares of Company Common Stocksuch Shareholder’s Shares.

Voting Agreement. (a) The Stockholder hereby agrees that, during the Support Period, at At any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the Company, however called, and or at any adjournment thereof, or in connection with any written other circumstance in which the vote, consent or other approval of the Company’s stockholders with respect to any of the matters set forth Company is sought (in clause writing or otherwise), each Stockholder shall, and shall instruct any holder of record of such Stockholder’s Covered Shares (iiexcept to the extent such Covered Shares have been tendered to Purchaser in the Offer) belowto, if applicable, the Stockholder shall (i) appear at each such meeting or otherwise cause all of the Subject such Stockholder’s Covered Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, quorum and (ii) vote (or instruct to be voted), or execute and deliver a written consent (or cause a written consent to be voted (including by proxy or written consentexecuted and delivered) covering, if applicable) all the Subject Shares, such Covered Shares (A) in favor of adopting the Merger Agreement (“for”) (1) including for the purposes of this Section 2(a), as it may be modified or amended from time to time), and the approval of the Merger and each of the other transactions contemplated by the Merger Agreement (to the extent proposed to and this Agreement and any other matter that must be voted upon or consented to approved by the Company’s stockholders) and the adoption stockholders of the Merger Agreement, including any amended and restated Merger Agreement or amendment to Company in order for the transactions contemplated by the Merger Agreement that does not to be consummated, (xB) only as directed by Parent, the Purchaser or any Parent Subsidiary with respect to any Acquisition Proposal, (C) only as directed by Parent, the Purchaser or any Parent Subsidiary with respect to any change in the form business, management or Board of Directors of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other thanthan as directed by Parent, for the avoidance Purchaser or any Parent Subsidiary) and (D) only as directed by Parent, the Purchaser or any Parent Subsidiary with respect to any proposal, action or Contract that would (1) impede, frustrate, prevent or nullify any provision of doubtthis Agreement, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the other transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach in any respect of any covenant, representation or warrantyrepresentation, warranty or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3) result in any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent in Article VI or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption Annex I of the Merger Agreement (and not being fulfilled or satisfied. Each Stockholder shall not commit or agree to take any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner action inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. (a) The Stockholder Except as expressly provided for herein, the Investors hereby agrees thatagree on behalf of themselves and on behalf of their respective controlled Affiliates that beneficially own any TME Securities that Tencent shall have the sole and exclusive right to vote, during in its sole and absolute discretion, any TME Securities beneficially owned by the Support Period, at any meeting (whether annual or special Investors and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any of the their respective controlled Affiliates on all proposals, resolutions and other matters set forth in clause (ii) below is put to the vote of stockholders of the Companyfor which a vote, however called, and in connection with any written consent of the Company’s stockholders with respect to any of the matters set forth in clause (ii) below, if applicable, the Stockholder shall (i) appear at such meeting or otherwise cause all of the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted other approval (including by proxy or written consent, if applicable) all the Subject Shares, (A) in favor of (“for”) (1) the Merger and the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action holders of TME Securities is sought or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard upon which such holders are otherwise entitled to the terms of such Acquisition Proposal, vote or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement)consent. (b) Stockholder The Investors hereby appoints Parent agree on behalf of themselves and on behalf of their respective controlled Affiliates that beneficially own any designee TME Securities that, unless Tencent provides explicit written instructions to vote the TME Securities beneficially owned by the Investors or any of Parenttheir respective controlled Affiliates or Tencent provides explicit written notice that the Investors and their respective controlled Affiliates shall be permitted to vote their TME Securities in their respective sole discretion without regard to any instructions of Tencent, the Investors shall not, and each the Investors shall cause their respective controlled Affiliates not to, vote, or cause to be voted, or vote, consent or approve in any other circumstances, in which such vote, consent or other approval (including a written consent) is sought from the holders of TME Securities, any of the TME Securities beneficially owned by them individually(in person, until the Expiration Time by proxy or action by written consent). (at which time this c) The Investors, on behalf of themselves and on behalf of their respective controlled Affiliates that beneficially own any TME Securities, hereby irrevocably appoint Tencent their true and lawful proxy and attorney with the power of attorney shall automatically be revoked to act alone and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitutionre-substitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares all TME Securities beneficially owned by them in accordance with this Section 3(a) in the event the Stockholder fails 3.02 and to comply execute all appropriate instruments consistent with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) on behalf of the Subject Shares in a manner inconsistent with Section 3(a)Investors and their respective controlled Affiliates. This The proxy and power of attorney is granted by the Investors and their respective controlled Affiliates are irrevocable and coupled with an interest and are given to secure the performance of the duties of the Stockholder their obligations under this AgreementSection 3.02. The Stockholder Tencent shall take such further action not be liable for any error of judgment nor for any act done or execute such other instruments as omitted, nor for any mistake of fact or law nor for anything which Tencent may be do or refrain from doing in good faith, nor shall Tencent have any accountability hereunder, except for its own bad faith, gross negligence or willful misconduct. If and to the extent reasonably requested by Xxxxxx in writing and necessary to effectuate Tencent, the intent of this proxy. This proxy and Investors shall issue a separate power of attorney granted by in the Stockholder shall be irrevocable during the Support Periodname of Tencent or any director, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxyofficer or internal or external legal counsel of Tencent, and shall revoke or any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power other representative acting on behalf of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof)accordance with the instructions of Tencent, any proxy card or voting instructions in each case duly appointed and authorized to exercise the Stockholder receives that are sent rights assigned to stockholders Tencent under this Section 3.02, to govern the exercise of the Company soliciting proxies with respect rights assigned to any matter described in Tencent under this Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions)3.02. (d) Nothing Notwithstanding the foregoing, the provisions set forth in this Agreement Section 3.02(a) through (c) shall obligate not apply, and the Stockholder to exercise Investors and their respective controlled Affiliates that beneficially own any option or any other TME Securities shall have the right to acquire vote their TME Securities in their sole and absolute discretion, with respect to any shares proposal by the Company to make changes to any of the Control Documents (as such term is defined in the Company Common StockArticles) that is the subject of a shareholder vote, including any transfer or assignment of any party’s rights and obligations under any of the Control Documents and any appointment of representatives, specified persons or proxies under the Control Documents. (e) The provisions of this Section 3.02 shall terminate upon the earliest to occur of: (i) the mutual written agreement of the Company and the Shareholder, (ii) the time at which the Company ceases to be directly or indirectly controlled by Tencent (it being understood that solely for purposes of determining such direct or indirect control by Tencent, Tencent shall be deemed to have full and exclusive control of all TME Securities then subject to the proxy and power granted under this Section 3.02) and (iii) the tenth (10th) anniversary of the date of this Agreement.

Voting Agreement. (a) The Stockholder hereby agrees that, during the Support Period, at any meeting (whether annual or special Each of Kinder and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the Company, however called, and in connection Investor Shareholders agrees with any written consent of the Company’s stockholders with respect to any of the matters set forth in clause (ii) below, if applicable, the Stockholder shall (i) appear at such meeting each other that he or otherwise cause all of the Subject Shares entitled to vote thereatit, as applicable, shall take all Necessary Action within his or its power to (i) cause the Board to be counted constituted as present thereat for purposes set forth in this Article III, including by being composed of calculating a quorumthe individuals nominated as directors pursuant to Section 3.1 hereof (including appointing or removing nominees and filling any vacancies created by reason of death, and disability, retirement, removal, failure to be elected or resignation of any nominee(s) with new nominee(s) designated pursuant to Section 3.1 hereof), (ii) vote or cause all Voting Securities beneficially owned by such Person or, in the case of Kinder, Kinder and his Permitted Transferees, to be voted (including by proxy or written consent, if applicable) all the Subject Shares, (A) in favor of the election of the nominees designated pursuant to Section 3.1 hereof to the Board, (B) in favor of the removal of the individuals to be removed pursuant to Section 3.1(d) and (C) against any proposal to amend or waive any provision of the Bylaws unless the Board has approved such amendment or waiver and the individuals whose consent for such amendment or waiver is required under the Bylaws has been received in writing, and (iii) ensure that the Charter and Bylaws do not, at any time, conflict in any respect with the provisions of this Agreement to the extent such provisions comply with applicable law. The Company agrees to include in the slate of nominees recommended by the Board those individuals nominated in accordance with this Article III. The Company, Kinder and the Investor Shareholders agree to use all reasonable best efforts to cause the election of such individuals nominated in accordance with this Article III. To the fullest extent permitted by law, the Company agrees to use all reasonable best efforts to solicit proxies for such nominees for director from all holders of Voting Securities. (b) Solely for purposes of this Section 3.5, and in order to secure the performance of Kinder’s and the Investor Shareholders’ obligations under this Section 3.5, each of Kinder and the Investor Shareholders (each, an “forAppointer”) (1) the Merger and the hereby irrevocably appoints each other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by qualifying as a Proxy Holder (as defined below)) the Company’s stockholders) attorney-in-fact and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion proxy of such shares Appointer (with full power of substitution) to vote with respect to its and, in the Mergercase of Kinder, (y) reduce his Permitted Transferees’, Shares as described in this paragraph if, and only in the amount event that, such Appointer fails to vote with respect to its and, in the case of the Per Share Merger Consideration payable in respect of any Subject Kinder, his Permitted Transferees’, Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of this Section 3.5. The Appointer shall have five (5) Business Days from the Merger Agreement date of a request for such vote (the “Voting Cure Period”) to cure such failure. If after the Voting Cure Period the Appointer has not cured such failure, any of Kinder or any increase in the Per Share Merger Consideration) Investor Shareholders, as the case may be, whose nominees to the Board were required to be approved or (z) impose any additional conditions removed by the Appointer pursuant to this Section 3.5 but were not approved or obligations on removed by the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the MergerAppointer, shall have, and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, granthereby irrevocably granted, a proxyproxy to vote, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the TransactionsAppointer’s and, other than in the case of Kinder, his Permitted Transferees’, Shares for the purposes of electing directors as required by this Section 3.5 (such Shareholder, a “Proxy Holder”), and of removing from office any directors elected to recommend that the stockholders Board in lieu of the Company vote in favor nominees of the Merger Proxy Holder who should have been elected pursuant to this Section 3.5, at the special or annual meeting for such election or removal of director(s). Each of Kinder and the adoption of the Merger Agreement (Investor Shareholders intends this proxy to be, and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Parent it shall be, irrevocable and any designee of Parentcoupled with an interest, and each of them individually, until Kinder and the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall Investor Shareholders will take such further action or and execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney hereby revokes any proxy previously granted by it with respect to the Stockholder shall be irrevocable during matters set forth in this Section 3.5 with respect to the Support PeriodShares beneficially owned by such Shareholder and, in the case of Kinder, his Permitted Transferees. Notwithstanding the foregoing, the conditional proxy granted by this Section 3.5(b) shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by revoked upon the Stockholder with respect to the Subject Shares. The power termination of attorney granted by the Stockholder herein is a durable power Section 3.5 of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stockin accordance with its terms.

Voting Agreement. (ai) The SoftBank Stockholder hereby agrees that, during that from and after the Support PeriodEffective Time, at any meeting (whether annual or special and each postponement, recess, adjournment whether or continuation thereofnot adjourned or postponed) of the Company’s stockholders at which any holders of the matters set forth in clause (ii) below is put to the vote of stockholders of the CompanyVoting Securities, however called, and or in connection with any written consent of the Company’s stockholders with respect to any holders of the matters set forth in clause (ii) below, if applicableVoting Securities, the SoftBank Stockholder shall (i) appear at such meeting or otherwise cause all of the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, and (iiA) vote or not vote (or cause to be voted or not voted) or deliver or not deliver a consent (including by proxy or written consent, if applicable) all the Subject Shares, (A) in favor of (“for”) (1) the Merger and the other transactions contemplated by the Merger Agreement (to the extent proposed cause a consent to be voted upon delivered or consented not delivered) with respect to by the Company’s stockholders) and the adoption all of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject its Shares (other thanincluding, for the avoidance of doubt, adjustments any Shares with respect to which the SoftBank Stockholder has become a Beneficial Owner after the date hereof) to the fullest extent that such Shares are entitled to be voted or to consent at the time of any vote or action by written consent, with respect to each proposal, action or other matter, as directed (whether for, against, abstain, withhold, consent, do not consent or otherwise) by DT by written notice to SoftBank prior to the date of such meeting or the deadline for such consent, as applicable, or, if DT does not deliver any such notice, in accordance the same manner (whether for, against, abstain, withhold, consent, do not consent or otherwise) as DT shall vote or not vote (or cause to be voted or not voted) or deliver or not deliver a consent (or cause a consent to be delivered or not delivered) with respect to such proposal, action or other matter, and (B) take (or cause to be taken) all steps necessary or appropriate to ensure that all of its Shares (including, for the avoidance of doubt, any Shares with respect to which the SoftBank Stockholder has become a Beneficial Owner after the date hereof) are counted as present for quorum purposes (if applicable) and for purposes of recording the results of the vote or consent. (ii) So long as SoftBank has the right under Section 3.1 of the Stockholders’ Agreement to designate any Stockholder Designee (as defined in the Stockholders’ Agreement) to be a nominee for election to the Board, the DT Stockholder acknowledges and agrees that from and after the Effective Time, at any meeting (whether annual or special and whether or not adjourned or postponed) of the holders of Voting Securities, however called, or in connection with any written consent of the holders of Voting Securities, the DT Stockholder shall (A) vote (or cause to be voted) or deliver a consent (or cause a consent to be delivered) with respect to all of its Shares (including, for the avoidance of doubt, any Voting Securities with respect to which the DT Stockholder has become a Beneficial Owner after the date hereof) and any Shares that are subject to the Proxy to the fullest extent that such Shares are entitled to be voted or to consent at the time of any vote or action by written consent, with respect to any election of directors, in favor of (1) the election of all SoftBank Designees (as defined in the Stockholders’ Agreement) to the extent that the selection of such SoftBank Designees is consistent with the terms requirement set forth in Section 3.1 of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the MergerStockholders’ Agreement, and (2) the approval removal (with or without cause) from office of any proposal to adjourn or postpone such meeting SoftBank Designee serving as a Director, upon the written request of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) SoftBank Stockholder, and (B) to the extent any such matter is formally submitted for a vote take (or the consentcause to be taken) all steps necessary or appropriate to ensure that all of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company its Shares (including, without limitationfor the avoidance of doubt, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust Voting Securities with respect to which the DT Stockholder has become a Beneficial Owner after the date hereof), and any Subject SharesShares that are subject to the Proxy, are counted as present for quorum purposes (yif applicable) except as expressly set forth herein, grant, a proxy, consent or power and for purposes of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders recording the results of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term for such election of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholderdirectors. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. (a) The Stockholder hereby irrevocably and unconditionally agrees that, during the Support Voting Period, the Stockholder shall (i) appear (in person or by proxy) at any meeting (whether annual or special and each postponement, recess, adjournment whether or continuation thereofnot an adjourned or postponed meeting) of the Company’s stockholders at which any holders of the matters set forth in clause (ii) below is put to the vote of stockholders of the CompanyCompany Common Stock, however properly called, and in connection with any written consent of the Company’s stockholders with respect to any of the matters set forth in clause (ii) below, if applicable, the Stockholder shall (i) appear at such meeting or otherwise cause all of the Subject Shares entitled to vote thereat, as applicable, then beneficially owned by the Stockholder to be counted as present thereat for purposes of calculating establishing a quorum, and (ii) vote or provide a written consent with respect to all Shares (or will cause all Shares to be voted (including by proxy voted, or cause a written consent, if applicableconsent to be provided with respect to all Shares) all the Subject Shares, (A) in favor of adoption and approval of the Merger Agreement and approval of the Merger, (“for”B) against any action, proposal, transaction or agreement that would result, or could reasonably be expected to result, in any material respect in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, and (1C) against any proposal made in opposition to, or in competition with, consummation of the Merger and the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including any amended Acquisition Proposal (collectively, the matters described herein, the “Voting Matters”). In all matters other than the Voting Matters, the Shares shall be voted by and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce manner determined by the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase Stockholder in the Per Share Merger ConsiderationStockholder’s discretion. (b) Notwithstanding any other provision of this Agreement, if the Stockholder is a director or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting officer of the Company’s stockholders to a later date if there are , it is expressly understood and agreed that this Agreement shall not sufficient votes to approve the Merger limit or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which restrict any actions taken by the Stockholder is obligated to vote in favor his or consent to hereunder) and (B) to the extent any such matter is formally submitted for her capacity as a vote (director or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement officer of the Company under the Merger Agreement or of the Stockholder under this Agreement, and either (3i) any action, proposal, transaction or agreement that would reasonably be expected pursuant to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company Applicable Law (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholderperson’s control, during the Support Period, to (xfiduciary duties) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (zii) make, in exercising the Company’s rights or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of fulfilling the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of Company’s obligations under the Merger Agreement (and any actions to the extent permitted or required in furtherance thereof or otherwise expressly provided in this Agreement or by the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. (a) The Stockholder Each Shareholder hereby agrees that, during that in any corporate action of the Support Period, Company's shareholders taken at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any 's shareholders or by written consent in lieu of the matters set forth in clause (ii) below is put to the vote of stockholders a meeting of the Company's shareholders in accordance with the General Corporation Law of Ohio (the "Ohio Law"), however calledsuch Shareholder will vote, and in connection with any written consent of the Company’s stockholders with respect to any of the matters set forth in clause (ii) below, if applicable, the Stockholder shall (i) appear at such meeting or otherwise cause all of the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted voted, all of such Shareholder's Owned Shares, entitled to vote at such meeting, or, with respect to actions by written consent in lieu of a meeting, will express (including by proxy and execute and deliver any necessary document or written consent, if instrument with respect thereto) consent or dissent (as applicable) with respect to all the Subject of such Shareholder's Owned Shares, : (Ai) in favor of (“for”) (1) the adoption of the Merger Agreement and otherwise in such manner as may be necessary to consummate the Merger and the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including (ii) except as otherwise agreed to in writing in advance by Parent, against any amended and restated Merger Agreement action, proposal, agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations transaction that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenant, obligation, agreement, representation or warranty, or any other obligation or agreement warranty of the Company under contained in the Merger Agreement (whether or not theretofore terminated) or of the Stockholder under Shareholder contained in this Agreement, and (3iii) against any action, proposal, agreement or transaction (other than the Merger Agreement) that could result in any of the conditions to the Company's obligations under the Merger Agreement (whether or agreement not theretofore terminated) not being fulfilled or that would is intended, or could reasonably be expected expected, to impede, interfere or be inconsistent with, delay, discouragepostpone, discourage or adversely affect the Merger Agreement (whether or inhibit the timely consummation of not theretofore terminated), the Merger or the fulfillment of Parent’sthis Agreement, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitationbut not limited to (A) any Acquisition Proposal, (B) any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan consolidation or scheme of arrangement, share exchange, other business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of combination involving the Company Governing Documents, or any saleof its subsidiaries, lease, sublease, exchange, license, sub-license, (C) a sale or other disposition transfer of all assets or a material portion of the assets capital stock of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries). The Stockholder covenants and agrees that, (D) any change in the management or board of directors of the Company, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, as otherwise agreed to (x) enter into any voting agreement or voting trust with respect to any Subject Sharesin writing by Parent, (yE) except as expressly set forth herein, grant, a proxy, consent any material change in the present capitalization or power dividend policy of attorney with respect to any Subject Sharesthe Company, or (zF) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) material change in the event the Stockholder fails to comply with his obligation under this Agreement Company's corporate structure or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholderbusiness. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. (a) The Each Stockholder hereby agrees thatto vote (or cause to be voted) in person or by proxy, during all Subject Shares that such Stockholder is entitled to vote at the Support Periodtime of any vote, at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the Company, however calledand at any adjournment thereof, at which the Merger Agreement (or any amended version thereof) and the Merger are submitted for the consideration and vote of the stockholders of the Company, or in connection with any written consent of the Company’s stockholders with respect to any of the matters set forth in clause (ii) below, if applicable, the Stockholder shall (i) appear at such meeting or otherwise cause all of the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all the Subject Shares, (A) in favor of (“for”) (1) the Merger and the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to matters set forth in this Section 1.1, (i) to approve the TransactionsMerger Agreement and any transactions contemplated thereby, other than to recommend that including the stockholders Merger, and any actions in furtherance thereof requiring a vote of the Company vote stockholders and (ii) in favor of the Merger and the adoption any matter reasonably necessary for consummation of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or transactions contemplated by the Merger Agreement). Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. The obligations of the Stockholders set forth in this Section 1.1 shall apply whether or not (A) the Company Board has effected an Adverse Recommendation Change or (B) the Company breaches any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. (b) Each Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney agrees that it shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the its Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxyagainst, and shall revoke not provide consents to, the approval of (i) any and all prior proxies granted Alternative Transaction Proposal (other than an Alternative Transaction Proposal by Parent or any of its Affiliates), (ii) any extraordinary dividend or distribution by the Stockholder with respect to Company or any of its Subsidiaries, (iii) any change in the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders capital structure of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any of its Subsidiaries (other right than pursuant to acquire the Merger Agreement) and (iv) any shares other action that would reasonably be expected to result in any condition to the consummation of Company Common Stockthe Merger contained in Article IX of the Merger Agreement not being satisfied.

Voting Agreement. (a) The During the Agreement Period, Stockholder hereby irrevocably and unconditionally agrees that, during the Support Period, that at any meeting (whether annual or special and each postponement, recess, adjournment whether or continuation thereofnot an adjourned or postponed meeting) of the Company’s stockholders at which any holders of the matters set forth in clause (ii) below is put to the vote of stockholders of the CompanyCommon Stock, however calledcalled (each, and a “Company Stockholders Meeting”), or in connection with any written consent of the Companyholders of Common Stock, Stockholder shall: (a) be present, in person or represented by proxy, or otherwise cause Stockholder’s stockholders with respect Shares to any be counted for purposes of determining the matters set forth in clause (ii) below, if applicable, the Stockholder shall (i) appear presence of a quorum at such meeting or otherwise cause all of (to the Subject fullest extent that such Shares entitled to vote thereat, as applicable, to may be counted as present thereat for quorum purposes of calculating a quorum, and under applicable Law); and (iib) vote (or cause to be voted) all of Stockholder’s Shares that are entitled to be voted (including the “Vote Shares”), or deliver a written consent (or cause a written consent to be delivered) with respect to all of Stockholder’s Vote Shares, in each case, to the fullest extent that Stockholder’s Vote Shares shall be entitled to be voted at the time of any vote or action by proxy or written consent, if applicable) all the Subject Shares, : (Ai) in favor of the (“for”A) (1) the Merger approval and the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form and each of the consideration payable to other actions contemplated by the holders of shares of Company Common Stock upon the conversion of such shares in the MergerMerger Agreement, and, (yB) reduce the amount without limitation of the Per Share Merger Consideration payable in respect of any Subject Shares preceding clause (other thanA), for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders Company Stockholders Meeting to a later date if there are not sufficient votes to approve the Merger or adopt for approval and adoption of the Merger Agreement (as it may have been amended or amended and restated in a manner for on the date on which the Stockholder Company Stockholders Meeting is obligated to vote in favor or consent to hereunderheld; and (ii) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1A) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposalany amendment to the Company Certificate or Company By-Laws, as in effect on the date hereof), without regard agreement or transaction that would reasonably be expected to frustrate the terms of such Acquisition Proposalpurposes of, impede, hinder, interfere with, nullify, prevent, delay or any adversely affect the consummation of the transactions contemplated therebyby the Merger Agreement, including the Offer, (2B) any Competing Proposal and any action or proposal that could reasonably be expected to result in a breach furtherance of any covenantCompeting Proposal, representation (C) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or warrantywinding up of or by the Company, or any other obligation or agreement of extraordinary transaction involving the Company under (other than the Merger Agreement or of the Stockholder under this Agreement, Merger) and (3D) any action, proposal, transaction or agreement that would reasonably be expected to impederesult in a breach of any covenant, interfere withrepresentation or warranty or any other obligation or agreement of Stockholder under this Agreement or, delayto the Stockholder’s knowledge, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing Company under the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. (a) The Stockholder hereby irrevocably and unconditionally covenants and agrees that, that during the Support PeriodVoting Period (as defined below), at any meeting of the stockholders of the Company (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the Companyspecial), however called, and or at any adjournment or postponement thereof or in connection with any other circumstances (including an action by written consent of the Company’s stockholders consent) upon which a vote or other approval is sought with respect to any of the matters set forth referred to in clause (ii) below, if applicable, the Stockholder shall (i) when a meeting is held, appear at such meeting or otherwise cause all of the Subject Covered Shares entitled as to which the Stockholder controls the right to vote thereat, as applicable, to be counted as present thereat for purposes the purpose of calculating establishing a quorum, and (ii) vote (or cause to be voted (including voted) in person or by proxy or written consent, if applicable) all the Subject Shares, Covered Shares as to which the Stockholder controls the right to vote (A) in favor of (“for”) (1) the adoption of the Merger Agreement and the transactions contemplated by the Merger Agreement, (B) in favor of the approval of any other matter to be approved by the stockholders of the Company in connection with the Merger, the adoption of the Merger Agreement and the transactions contemplated by the Merger Agreement, (C) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of all or substantially all of the assets or securities of the Company and any of its subsidiaries (other than pursuant to the Merger) or any other Alternative Transaction, (D) against any amendment of the Company’s certificate of incorporation or by-laws other than as permitted by the Merger Agreement, (E) in a manner that is not inconsistent with the publicly stated position or recommendation of Parent (but only to the extent Parent publicly states a position or recommendation) with respect to any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent or nullify the Merger Agreement, the Company Stockholder Approval, the Merger or any of the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares class of the Company’s capital stock, and (F) against any extraordinary dividend, distribution or recapitalization by the Company or change in the capital structure of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than pursuant to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or as permitted by the Merger Agreement). (b) Stockholder hereby appoints Parent . For the purposes of this Agreement, “Voting Period” shall mean the period commencing on the date hereof and ending immediately prior to any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term termination of this Agreement with respect to the Subject Shares in accordance with its terms pursuant to Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement5.1 hereof. The Stockholder shall further agrees not to commit or agree to take such further any action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled inconsistent with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. (a) The Stockholder hereby agrees that, during the Support Period, at any meeting to vote (whether annual or special and each postponement, recess, adjournment or continuation thereofcause to be voted) all of the Company’s stockholders at Shares which Stockholder has the right to so vote in connection with any annual, special or other meeting of the matters set forth in clause (ii) below is put to the vote of stockholders of the Company, however calledand at any adjournment or adjournments thereof, and in connection with any written consent of the Company’s stockholders with respect to any of the matters set forth in clause (ii) below, if applicable, the Stockholder shall (i) appear at such meeting or otherwise cause all of the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all the Subject Shares, (A) in favor of (“for”) (1) the Merger and the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement. In addition, including any amended from the date of this Agreement and restated Merger Agreement or amendment to until the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms termination of the Merger Agreement Agreement, Stockholder hereby agrees to vote (or cause to be voted) at any increase in the Per Share Merger Consideration) annual, special or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such other meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, and at any adjournment or adjournments thereof, all of the Shares which Stockholder has the right to so vote: (i) against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to would result in a breach in any material respect of any covenant, representation and warranty or warranty, covenant of Stockholder under this Agreement; (ii) against any action that would result in a breach in any material respect of any representation and warranty or any other obligation or agreement covenant of the Company under the Merger Agreement Agreement; (iii) against any Alternative Acquisition Proposal and against any other action that is intended, or of the Stockholder under this Agreement, and (3) any action, proposal, transaction or agreement that would reasonably be expected expected, to impede, prevent or otherwise materially interfere with, delay, discourage, adversely affect materially delay or inhibit frustrate the timely consummation of the transactions contemplated by the Merger or Agreement; (iv) against any change in the fulfillment composition of Parent’s, the Board of Directors of the Company’s or Merger Sub’s conditions to Closing under , other than as contemplated by the Merger Agreement Agreement; and (v) against any amendment to the Certificate of Incorporation or change in any manner the voting rights of any shares bylaws of the Company Company, other than as contemplated by the Merger Agreement. (including, without limitation, b) Any vote required to be cast pursuant to this Section 2.1 shall be cast in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that quorum is present (if applicable) and for purposes of recording the results of that vote. (c) If any extraordinary corporate transaction, such as action is taken by written consent rather than at a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote meeting of the stockholders of the Company with respect to the TransactionsCompany, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted given or withheld by the Stockholder with respect to the Subject Shares. The power of attorney granted Shares then beneficially owned by Stockholder which Stockholder has the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record right to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted vote in the same manner described as if such Shares were voted at a meeting in accordance with the provisions of Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions2.1(a). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. Beginning on the date hereof until the Expiration Date (a) The as defined in Section 5.05), the Stockholder hereby irrevocably and unconditionally agrees that, during the Support Period, that at any properly convened meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the CompanyParent, however called, and at any adjournment thereof, at which the issuance of Class A Common Stock of Parent as contemplated by the Transaction Agreement for purposes of applicable rules and regulations of Nasdaq (the “Parent Share Issuance”) is submitted for the consideration and vote of the stockholders of Parent, or in any other circumstance in which the vote or other approval of the stockholders of Parent is sought in connection with any written consent of the Company’s stockholders with respect to any of the matters set forth in clause (ii) below, if applicableTransaction, the Stockholder shall shall, in each case to the fullest extent that the Subject Shares are entitled to vote thereon, (ia) appear at such meeting or otherwise cause all of the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, and (iib) vote (or cause to be voted voted), in person or by proxy, all Subject Shares that the Stockholder is entitled to vote at the time of any vote (including by proxy or written consent, if applicable) all the Subject Shares, (Ai) in favor of (“for”) (1) the Merger Parent Share Issuance and the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Mergeractions related thereto, (yii) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval favor of any proposal to adjourn or postpone such a meeting of the Company’s stockholders of Parent to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote solicit additional proxies in favor of the Parent Share Issuance and any actions related thereto, and (iii) against any (A) Ruby Acquisition Proposal or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3) any action, proposal, transaction or agreement resolution that would reasonably be expected to impedeto, interfere withif passed, prevent or materially delay, discourageimpair, adversely affect frustrate, disrupt or inhibit impede the timely consummation Transaction otherwise cause the Transaction not to consummate at the earliest practicable time or at all, or which is or may reasonably be expected to be materially prejudicial to the success of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seqTransaction.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. For so long as this Agreement is in effect: (ai) The Stockholder hereby each of the Parties (other than Earthstone) agrees that, during the Support Periodprovided that Earthstone is not in breach of its obligations under this Agreement (including Section 3), at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the CompanyPublic Stockholders, however called, and or at any adjournment or postponement thereof, or in connection with any written consent of the Public Stockholders or in any other circumstances upon which a vote, consent or other approval of all or some of the Public Stockholders is sought solely with respect to the matters described in this Section 4, such Party shall vote (or cause to be voted) or execute (or cause to be executed) consents with respect to, as applicable, all of the Common Stock (or other equity securities of Earthstone) owned (beneficially or of record) by such Party (or its Affiliates) as of the applicable record date in favor of (FOR) the election of the persons named in the Company’s stockholders proxy statement as the Board’s nominees for election as Directors, and against any other nominees; (ii) with respect to any vote of the Public Stockholders held with respect to the matters set forth in clause Section 4(a), each of the Parties (iiother than Earthstone) belowshall, if applicableand shall cause its Affiliates which hold shares of Common Stock or other securities of Earthstone on any applicable record date to, the Stockholder shall (i) appear at such meeting (in person or by proxy) or otherwise cause all of the Subject Shares entitled to vote thereat, as applicable, shares of Common Stock or other securities of Earthstone held by such Party (or such Affiliates) to be counted as present thereat for purposes of calculating establishing a quorum, and (ii) . Any vote or cause required to be voted (including by proxy cast or written consent, if applicable) all the Subject Shares, (A) in favor of (“for”) (1) the Merger and the other transactions contemplated by the Merger Agreement (to the extent proposed consent required to be voted upon executed pursuant to this Section 4 shall be cast or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments executed in accordance with the terms applicable procedures relating thereto so as to ensure that it is duly counted for purposes of recording the Merger results of that vote or consent; and (iii) for so long as this Agreement or any increase is in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transactioneffect, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth hereincontemplated by the terms of this Agreement, grant, a proxy, consent or power of attorney with respect to take any Subject Shares, or (z) make, or action that would in any manner participate inway restrict, directly limit or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection interfere with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of his, her or its obligations hereunder or the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholdertransactions contemplated hereby. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. (a) The Stockholder hereby agrees that, during the Support Period, at any meeting (whether At every annual or special and each postponement, recess, adjournment or continuation thereof) meeting of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the Company’s stockholders with respect to any of the matters set forth Company, each Stockholder hereby irrevocably and unconditionally agrees to, in clause each case to the fullest extent that such Stockholder’s Subject Shares are entitled to vote or consent thereon: (ii) below, if applicable, the Stockholder shall (ia) appear at each such meeting or otherwise cause all of the such Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating determining a quorum, ; and (iib) be present (in person or by proxy) and vote (or cause to be voted voted), or deliver (including by proxy or written consent, if applicable) all the Subject Shares, (A) in favor of (“for”) (1) the Merger and the other transactions contemplated by the Merger Agreement (to the extent proposed cause to be voted upon or consented to by the Company’s stockholdersdelivered) and the adoption of the Merger Agreementa written consent with respect to, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion all of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Stockholder’s Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Considerationi) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal Contract that could would reasonably be expected to (A) result in a breach of any covenant, representation or warranty, warranty or any other obligation of any Stockholder contained in this Agreement, or agreement (B) result in any of the Company under conditions set forth in Article X or Annex I of the Merger Agreement not being satisfied on or before the End Date; (ii) against any change in the membership of the Stockholder under this AgreementBoard of Directors (except as expressly permitted by Parent), (iii) against any Acquisition Proposal and (3) against any other action, proposalContract or transaction that is intended, transaction or agreement that would reasonably be expected expected, to frustrate the purpose of, impede, hinder, interfere with, delayprevent, discourage, materially delay or materially postpone or adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under transactions contemplated by the Merger Agreement (including the Offer or change in any manner the voting rights Merger) or that is intended, or would reasonably be expected, to facilitate the entry into or consummation of any shares of the Company a definitive agreement with respect to an Acquisition Proposal, including (including, without limitation, A) any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan consolidation or scheme of arrangement, share exchange, other business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of combination involving the Company Governing Documents(other than the Merger), or (B) any sale, lease, sublease, exchange, license, sub-license, license or other disposition transfer of all or a material portion substantially all of the assets of the Company or any reorganization, recapitalization, liquidation or winding up of its subsidiariesthe Company, or (C) any amendment to the Company certificate of incorporation or bylaws and (iv) for so long as the Merger Agreement remains in effect, in favor of any matter reasonably necessary to consummate the transactions contemplated by the Merger Agreement (including the Offer and the Merger). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit provide Parent with at least two Business Days’ written notice prior to signing any Person under the Stockholder’s control, during the Support Period, action proposed to (x) enter into any voting agreement or voting trust be taken by written consent with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. (a) The Stockholder hereby agrees that, during the Support Period, at any At every meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the Company, however called, and in connection with any written consent of the Company’s stockholders Company called with respect to any of the matters set forth in clause (ii) belowfollowing, if applicableand at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, the Stockholder shall (i) appear at such meeting or otherwise cause all of the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote Vote or cause to be voted (including by proxy or written consent, if applicable) all Voted the Subject Shares, (A) Shares in favor of (“for”) (1) the authorization and approval of the Merger Agreement, the Merger and each of the other transactions contemplated thereby and any other action reasonably requested by the Buyer in furtherance thereof. Furthermore, the Stockholder shall not enter into any agreement, arrangement or understanding with any Person to Vote or give instructions inconsistent with this Section 1.1(a), and shall not take any other action that would, or would reasonably be expected to, in any manner compete with, interfere with, impede, frustrate, prevent, burden, delay or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement Agreement. (b) In addition to the extent proposed foregoing, at any meeting of the Company stockholders or at any adjournment or postponement thereof or in any other circumstances upon which their Vote, consent or other approval is sought, the Stockholder shall Vote (or cause to be voted upon or consented to by the Company’s stockholdersVoted) and the adoption all of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares against (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2i) the approval of any proposal Transaction Proposal or the authorization of any agreement relating to adjourn any Transaction Proposal or postpone such meeting (ii) any amendment of the Company’s stockholders to a later date if there are not sufficient votes to approve Certificate of Incorporation or Bylaws or any other action, agreement, proposal or transaction involving the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, Company or any of the transactions contemplated therebyits Subsidiaries which amendment or other action, (2) any action agreement, proposal or proposal that could transaction would, or would reasonably be expected to to, result in a breach of any covenant, representation or warranty, warranty or any other obligation or agreement of (x) the Company contained in the Merger Agreement that is reasonably likely to result in any of the conditions to the Buyer’s or the Merger Sub’s obligations under the Merger Agreement not to be fulfilled or (y) of the Stockholder under contained in this AgreementAgreement or would, and (3) any action, proposal, transaction or agreement that would reasonably be expected to impedeto, in any material manner compete with, interfere with, delayimpede, discouragefrustrate, adversely affect prevent, burden, delay or inhibit nullify the timely consummation of the Merger or the fulfillment of Parent’sMerger, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of other transactions contemplated by the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries)Merger Agreement. The Stockholder covenants and further agrees that, except for not to knowingly commit or agree to take any action inconsistent with the foregoing. For purposes of this Agreement, “Vote” shall mean voting in person or by proxy in favor of or against any action, otherwise consenting or withholding consent in respect of any action or taking other action in favor of or against any action; “Voting” and “Voted” shall have correlative meanings. Any such Vote shall be cast or consent shall be given for purposes of this Section 1 in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording in accordance herewith the Stockholder shall not, and shall not permit any Person under results of such Vote or consent. Notwithstanding anything to the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Sharescontrary herein, (y1) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any event that the vote of the stockholders Subject Shares is required in order to effect an amendment to the Merger Agreement, the provisions of the Company this Agreement, including this Section 1.1, will not apply with respect to the Transactions, other than to recommend that the stockholders Stockholder’s vote of the Company vote in favor of the Merger Subject Shares and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided 2) nothing in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate require the Stockholder to exercise any option options to acquire shares of the Company’s common stock or to make any other right to acquire any shares change in the form of Company Common Stockthe Stockholder’s ownership of the Shares.

Voting Agreement. From the date hereof until the earlier of (a) The Stockholder hereby agrees thatthe final adjournment of the DCB shareholder meeting to vote upon the Merger Agreement or any related matter (“DCB Shareholder Meeting”) or (b) the termination of this Agreement in accordance with its terms (such period of time, during the “Support Period”), the Shareholder irrevocably and unconditionally hereby agrees, that at any meeting the DCB Shareholder Meeting (whether annual or special and each postponement, recess, adjournment adjourned or continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the Companypostponed meeting), however called, and or in connection with any written consent of DCB’s shareholders to vote upon the Company’s stockholders with respect to any of the matters set forth in clause (ii) below, if applicableMerger Agreement, the Stockholder Shareholder shall (i) appear at such meeting the DCB Shareholder Meeting or otherwise cause all of his or her Existing Shares and all other shares of DCB Common Stock or voting securities of DCB over which such Shareholder has acquired beneficial or record ownership after the Subject Shares entitled date hereof and has the power to vote thereator direct the voting of (including any shares of DCB Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire DCB Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities (including any DCB Stock Options) or otherwise) (together with the Existing Shares, the “Shares”), which such Shareholder beneficially owns or controls as applicableof the applicable record date for the DCB Shareholder Meeting, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all the Subject Shares, such Shares (A) in favor of (“for”) (1) the Merger and the other transactions contemplated by approval of the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption approval of the Merger Agreementtransactions contemplated thereby, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (yB) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval favor of any proposal to adjourn or postpone such meeting of the Company’s stockholders DCB Shareholder Meeting to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement Agreement, (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunderC) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3D) against any action, proposal, transaction or agreement that would reasonably be expected likely to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of DCB contained in the Merger Agreement, or of the Shareholder contained in this Agreement, or (2) prevent, impede, interfere with, delay, discouragepostpone, discourage or frustrate the purposes of or adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under transactions contemplated by the Merger Agreement Agreement, including the Merger; provided, that the foregoing applies solely to the Shareholder in his or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such her capacity as a merger, consolidation, amalgamation, plan shareholder and the Shareholder makes no agreement or scheme understanding in this Agreement in the Shareholder’s capacity as a director or officer of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company DCB or any of its subsidiariessubsidiaries (if the Shareholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Shareholder in the Shareholder’s capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement; or (b) will be construed to prohibit, limit or restrict the Shareholder from exercising the Shareholder’s fiduciary duties as an officer or director to DCB or its shareholders. For the avoidance of doubt, the foregoing commitments apply to any Shares held by any Affiliate, as such term is defined in the Merger Agreement. The Stockholder Shareholder covenants and agrees that, except for this Agreement, the Stockholder shall notsuch Shareholder (x) has not entered into, and shall not permit any Person under the Stockholder’s control, enter into during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, the Shares and (y) except as expressly set forth hereinhas not granted, grantand shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect proxy to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate carry out the intent of this proxy. This Agreement and any proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with for ordinary course proposals at an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Sharesannual meeting. The power Shareholder agrees not to enter into any agreement or commitment with any person the effect of attorney granted by which would be inconsistent with or otherwise violate the Stockholder herein is a durable power of attorney provisions and shall survive the bankruptcy, death or incapacity of the Stockholderagreements set forth herein. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. From the date hereof until the earlier of (a) The Stockholder the Closing and (b) the termination of the Merger Agreement in accordance with its terms (the “Support Period”), the Shareholder irrevocably and unconditionally hereby agrees that, during the Support Period, that at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the Companyshareholders, however called, and in connection with any written consent of the Company’s stockholders with respect to any of the matters set forth in clause (ii) below, if applicableshareholders, the Stockholder Shareholder shall (i) appear at such meeting or otherwise cause all of his or her Existing Shares and all other shares of Common Stock or voting securities over which he or she has acquired beneficial or record ownership and the Subject Shares entitled power to vote thereator direct the voting thereof after the date hereof (including any shares of Common Stock acquired by means of purchase, dividend or distribution or pursuant to any other equity awards or derivative securities (including any Company Restricted Stock Awards) or otherwise) (together with the Existing Shares, the “Shares”), which he or she owns or controls as applicableof the applicable record date, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all the Subject Shares, such Shares (A) in favor of (“for”) (1) the Merger and the other transactions contemplated by approval of the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption approval of the Merger Agreementtransactions contemplated thereby, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (yB) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval favor of any proposal to adjourn or postpone such meeting of the Company’s stockholders shareholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) of any advisory, non-binding compensation proposal set forth in the Proxy Statement and (B) submitted to the extent any such matter is formally submitted for a vote (or the consent) shareholders of the Company’s stockholdersCompany in connection with the Merger, (C) against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal)or Alternative Transaction, without regard to the terms of such Acquisition ProposalProposal or Alternative Transaction, and (D) against any action, proposal, transaction, agreement or any amendment of the transactions contemplated therebyCompany Articles of Incorporation or Company Bylaws, (2) any action or proposal that could in each case, which would reasonably be expected likely to (1) result in a material breach of any covenant, representation or warranty, warranty or any other obligation or agreement of the Company under contained in the Merger Agreement Agreement, or of the Stockholder under Shareholder contained in this Agreement, and or (32) any actionprevent, proposal, transaction materially impede or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit materially delay the timely consummation of the transactions contemplated by the Merger or Agreement, including the fulfillment Merger. For the avoidance of Parent’sdoubt, the Company’s foregoing commitments apply to any Shares held by any trust, limited partnership or Merger Sub’s conditions to Closing under other entity holding Shares for which the Merger Agreement or change Shareholder serves in any manner the voting rights of any shares of the Company (includingpartner, without limitationshareholder, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance trustee or similar transactioncapacity. To the extent the Shareholder does not control, any amendments by himself or herself, the determinations of such shareholder entity, the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, Shareholder agrees to exercise all voting or other disposition determination rights he or she has in such shareholder entity to carry out the intent and purposes of all his or a material portion of the assets of the Company or any of its subsidiaries)her support and voting obligations in this paragraph and otherwise set forth in this Agreement. The Stockholder Shareholder covenants and agrees that, except for this Agreement, the Stockholder shall nothe or she (x) has not entered into, and shall not permit any Person under the Stockholder’s control, enter into during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, the Shares and (y) except as expressly set forth hereinhas not granted, grantand shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect proxy to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate carry out the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the StockholderAgreement. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. (a) The Stockholder hereby agrees that, during During the Support Voting Agreement Period, at any meeting (whether annual or special the Parent, the Shareholder and each postponementInvestor, recess, adjournment or continuation thereof) of pursuant to the Company’s stockholders at which any of the matters procedures set forth in clause (ii) below is put to the vote of stockholders of the CompanySection 2.3(d), however called, and in connection with any written consent of the Company’s stockholders with respect to any of the matters set forth in clause (ii) below, if applicable, the Stockholder shall (i) appear at such meeting may vote in the aggregate up to a number of Voting Securities equal to the Voting Agreement Period Voting Shares in any manner chosen by the Parent, the Shareholder or otherwise cause all of the Subject Shares entitled to vote thereatInvestor, as applicable, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote shall abstain from voting any Voting Securities in excess of the Voting Agreement Period Voting Shares owned by them in the aggregate or cause over which they have voting control, in each case with respect to be voted (including by proxy any action, proposal or written consent, if applicable) all the Subject Shares, (A) in favor of (“for”) (1) the Merger and the other transactions contemplated by the Merger Agreement (to the extent proposed matter to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such at each general meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders; provided, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal)however, without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the TransactionsDesignated Shareholder Voting Matters, other than the Parent, the Shareholder and each Investor shall be entitled to recommend that vote each Voting Security owned by it or over which it has voting control in any manner chosen by the stockholders of Parent, the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement Shareholder or the Merger Agreement)Investor, as applicable. (b) Stockholder hereby appoints Parent Notwithstanding anything to the contrary herein, at any time the collective Beneficial Ownership of Company Ordinary Shares of the Investors, as a group, is equal to or more than ten percent (10%) of the then issued and any designee outstanding Company Ordinary Shares, each of the Parent, the Shareholder and each Investor shall cause all of the Voting Securities owned by it or over which it has voting control to abstain from voting with respect to any Designated Company Voting Matter. (c) Following the Voting Agreement Period, except as set forth in Section 2.3(b), the Shareholder and each Investor shall be entitled to vote each Voting Security owned by it or over which it has voting control in any manner chosen by the Shareholder or the Investor, as applicable. (d) So long as the collective Beneficial Ownership of Company Ordinary Shares of the Investors is equal to or more than ten percent (10%) of the then issued and outstanding Company Ordinary Shares, with respect to any matter that the Shareholder and each Investor is required to abstain from voting on or is permitted to vote on, the Parent, the Shareholder and each Investor shall cause each Voting Security owned by it or over which it has voting control to abstain from voting or to be voted, as applicable, by completing the proxy forms distributed by the Company together with the notice of the general meeting, and not by any other means. The Shareholder and each Investor shall deliver the completed proxy form to the Company no later than one (1) week prior to the date of such general meeting of the Company. Furthermore, so long as the collective Beneficial Ownership of Company Ordinary Shares of the Investors, as a group, is equal to or more than ten percent (10%) of the then issued and outstanding Company Ordinary Shares, none of the Parent, the Shareholder or any Investor, and none of their respective designees or Representatives, except as permitted pursuant to Section 2.1(j), shall attend any general meeting of the Company or vote in person at any general meeting of the Company and each of them individuallythem, until on its own behalf and on behalf of its respective designees and Representatives, irrevocably waives the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, right to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreementdo so. The Stockholder shall Parent, the Shareholder and each Investor hereby agrees to take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxySection 2.3(d). This proxy The Parent, the Shareholder and each Investor acknowledge and agree that the attendance in-person at any general meeting of the Company by the Parent, the Shareholder, any Investor or any of their respective designees or Representatives, except as permitted pursuant to Section 2.1(j), shall be a breach of this Section 2.3(d) and the Company shall be entitled to take any and all actions to give effect to the terms of this Section 2.3, including by adjourning, suspending or postponing such meeting and seeking and obtaining an injunction or injunctions pursuant to Section 7.14 requiring the Parent, the Shareholder and each Investor to act in accordance with this Section 2.3. (e) In the event the Parent or any Investor challenges the validity or enforceability of this Section 2.3, then the Company may, at its option, elect to implement the Foundation Structure. If the Company so elects to implement the Foundation Structure pursuant to this Section 2.3(e), then, as promptly as practicable, the Parent and each Investor shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to implement the Foundation Structure, including executing and delivering any and all Foundation Agreements. Each Investor grants to the Company an irrevocable power of attorney granted by with the Stockholder shall be irrevocable during power of sub-delegation to (i) perform all acts, including acts of disposition (beschikkingshandelingen) on behalf of each Investor, that, in the Support Periodreasonable discretion of the Company, shall be deemed are necessary to and (ii) cause to be coupled with an interest sufficient in law done all things necessary, proper or advisable to, implement the Foundation Structure pursuant to support an irrevocable proxythis Section 2.3(e), including executing and shall revoke delivering any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the StockholderFoundation Agreements. (cf) In furtheranceIf the Foundation Structure is implemented at any time, the Shareholder and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder Company shall execute and deliver (or cause the holders of record Stichting to execute a customary joinder to this Agreement, in form and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions substance reasonably acceptable to the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions)Company. (dg) Nothing For the avoidance of doubt, the voting restrictions set forth in this Agreement shall obligate Section 2.3 apply only to the Stockholder Shareholder and any Investor, and do not apply to exercise any option Transferee (other than a Permitted Transferee) of the Shareholder or any other right to acquire any shares of Company Common StockInvestor.

Voting Agreement. (a) The Stockholder hereby agrees that, during From and after the Support Perioddate hereof, at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which shareholders (or any of the matters set forth in clause (ii) below is put to the vote of stockholders of the Companyadjournment or postponement thereof), however called, and in connection with any written consent of the Company’s stockholders with respect to any of the matters set forth in clause (ii) below, if applicable, the Stockholder shall (i) appear at such meeting or otherwise cause all of the Subject Shares entitled Investor separately agrees to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including voted) in person or by proxy or written consent, if applicable) all of the Subject Investor Owned Shares, : (Ai) in favor of (“for”) (1and shall provide written consent to) the Merger and the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms approval of the Merger Agreement and the Transaction (and in favor of any actions and proposals required, or submitted for approval at any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment meeting of the Per Share Merger Consideration or Company shareholders, in furtherance thereof); (ii) against (and shall not provide any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2written consent to) the approval of any proposal presented to adjourn or postpone such the Company’s shareholders for approval at any meeting of the Company’s stockholders to a later date shareholders, or any written consent in lieu thereof, if there are not sufficient votes to approve the Merger action, transaction or adopt agreement that is the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any subject of such matter is formally submitted for a vote (or the consent) of proposal, following approval by the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal that could shareholders would reasonably be expected expected, directly or indirectly, to result in a breach by the Company of any covenant, representation representation, warranty or warrantyother obligations of the Company set forth in the Merger Agreement; and (iii) against (and shall not provide any written consent to) the following actions or proposals (other than the Transaction): (A) any Takeover Proposal; (B) the adoption of any Acquisition Agreement or any other agreement relating to a Takeover Proposal, (C) any nominee for election to the Board other than (x) a Person nominated by the Board or any committee thereof and/or (y) Sxxxx X. Xxxxxxx; or (D) any other action or proposal to be voted upon by the Company’s shareholders at any meeting of the Company’s shareholders, or any other obligation written consent in lieu thereof, if such action or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3) any action, proposal, transaction or agreement that proposal would reasonably be expected expected, to prevent, impede, interfere with, delay, discourage, postpone or adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement)Transaction. (b) Stockholder hereby appoints Parent The Investor agrees to cause the Investor Owned Shares to be duly counted for purposes of determining that a quorum is present and for purposes of recording the results of any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect required pursuant to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions2.2(a). (d) Parent acknowledges that the Investor has entered into this Agreement solely in the Investor’s capacity as the record or beneficial owner of the Investor Owned Shares (and not in any other capacity, including any capacity as a director or officer of the Company). Nothing herein shall limit or affect any actions taken by the Investor in the Investor’s capacity as a director or officer of the Company, or require the Investor to take any action in the Investor’s capacity as a director or officer of the Company. Without limiting the foregoing, and for the avoidance of doubt, nothing in this Section 2.2(c) shall affect any of the rights or remedies of Parent and Purchaser under the Merger Agreement shall obligate or relieve the Stockholder to exercise Company from any option breach or violation of the Merger Agreement caused by any other right to acquire any shares action or omission of the Investor (in the Investor’s capacity as a director or officer of the Company Common Stockor otherwise).

Voting Agreement. (a) The Stockholder hereby agrees thatUntil the earliest to occur of (i) the date of termination of this Agreement in accordance with Section 7.1, during the Support Period, at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders date on which a Change in DSW Recommendation occurs or a Change in RVI Recommendation occurs and (iii) the Effective Time, at every meeting of the Company, however called, and in connection with any written consent shareholders of the Company’s stockholders DSW called with respect to any of the matters set forth in clause (ii) belowfollowing, if applicableand at every adjournment or postponement thereof, the Stockholder RVI shall (i) appear at such meeting (in person or otherwise cause all of the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat by proxy) for purposes of calculating a quorum, quorum at such meeting and (ii) shall vote or cause to be voted all shares of DSW Common Stock of which it is the record or beneficial owner, within the meaning of Rule 13d-3 under the Exchange Act (including by proxy or written consent, if applicable) all the “Subject Shares”), other than any shares of DSW Common Stock pledged by RVI under the Collateral Agreement (as defined in the PIES Indenture) or in connection with the RVI Warrants issued to Schottenstein, (Ax) in favor of (“for”) (1) the Merger and any actions required and in furtherance thereof, including the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) DSW Share Issuance and the adoption of the Merger AgreementCharter Amendment, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3) any action, proposal, transaction action or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit cause the timely consummation failure of any of the Merger conditions set forth in Section 6.3. (b) RVI shall not, directly or indirectly, during the fulfillment of Parent’s, period commencing on the Company’s or Merger Sub’s conditions date hereof and continuing until the earliest to Closing under the Merger Agreement or change in any manner the voting rights of any shares occur of the Company items enumerated in clauses (includingi) through (iii) of the first sentence of Section 5.12(a): (i) except as contemplated by this Agreement, without limitation, including any extraordinary corporate transaction, such deemed sale of the Subject Shares as a mergerresult of the Merger, consolidationoffer for sale, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversionsell, transfer, domesticationtender, continuance pledge, encumber, assign or similar transaction, any amendments of the Company Governing Documentsotherwise dispose of, or grant or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, leasesell, subleasetransfer, exchangetender, licensepledge, sub-licenseencumbrance, assignment or other disposition of of, any or all or a material portion of the assets of the Company Subject Shares or any of its subsidiaries). The Stockholder covenants and agrees that, interest therein; (ii) except for as contemplated by this Agreement, the Stockholder shall notgrant any proxies or powers of attorney, and shall not permit deposit any Person under the Stockholder’s control, during the Support Period, to (x) Subject Shares into a voting trust or enter into any a voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, ; or (ziii) make, take any action that would prevent or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents disable DSW from stockholders of exercising the Company in connection with any vote of the stockholders of the Company with respect proxy granted pursuant to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger AgreementSection 5.12(c). (bc) Stockholder RVI hereby revokes any and all prior proxies or powers of attorney in respect of any Subject Shares and agrees that during the period commencing on the date hereof and continuing until the earliest to occur of the items enumerated in clauses (i) through (iii) of the first sentence of Section 5.12(a), RVI hereby irrevocably grants to and appoints Parent and DSW or any designee individual or individuals designated by DSW in writing (or any successor thereto), or any of Parentthem, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated)as RVI’s agent, as his proxy and attorney-in-fact, fact and proxy (with full power of substitution substitution), for and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports name, place and stead of RVI, to vote (or provide consent with respect tocause to be voted) the Subject Shares held of record by RVI, in a the manner inconsistent with set forth in Section 3(a5.12(a), at any meeting of the stockholders of DSW. This RVI hereby affirms that this irrevocable proxy and power of attorney is given to secure the performance of the duties of the Stockholder under in connection with this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support PeriodAgreement and, shall be deemed to be therefore, is coupled with an interest sufficient interest. RVI further affirms that this irrevocable proxy may not be revoked under any circumstance. This irrevocable proxy is executed and intended to be irrevocable in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by accordance with the Stockholder with respect to provisions of Section 1701.48 of the Subject SharesOGCL. The power of attorney irrevocable proxy granted by hereunder shall automatically terminate upon the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity earliest to occur of the Stockholder. items enumerated in clauses (ci) In furtherance, and not in limitation through (iii) of the foregoing, during the Support Period, an authorized Representative first sentence of Section 5.12(a). The holder of the Stockholder shall execute and deliver (or cause the holders of record proxy granted pursuant to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any this Section 5.12(c) may not exercise this proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to on any matter other than those described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions5.12(a). (d) Nothing This Section 5.12 is intended to bind RVI as a shareholder of DSW only with respect to the specific matters set forth herein, and RVI shall not be restricted from voting in this Agreement shall obligate the Stockholder favor of, against or abstaining with respect to exercise any option or any other right matter presented to acquire the shareholders of DSW. Prior to the termination of this Agreement, RVI shall not enter into any shares agreement or understanding with any person to vote or consent in any manner inconsistent with the terms of Company Common Stockthis Section 5.12.

Voting Agreement. During and for the term of this Agreement, Stockholder shall cause all the Shares that the Stockholder beneficially owns to be voted (ato the extent such Shares are entitled to vote) The Stockholder hereby agrees that, during the Support Period, at any annual, special, postponed or adjourned meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the Company, however called, and Company or to grant a consent or approval in connection with respect of the Shares in any written consent in lieu of the Company’s stockholders with respect such a meeting (and to any of the matters set forth in clause (ii) below, if applicable, the Stockholder shall (i) appear at each such meeting or otherwise cause all of the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, and ) (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all the Subject Shares, (Aa) in favor of (“for”) (1) approval and adoption of the Merger Agreement, the approval of the Merger and the other transactions contemplated by the Merger Agreement, the other transactions contemplated thereby and any other matter that must be approved by the stockholders of the Company in order for the transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon consummated, (b) in favor of any adjournment or consented to postponement recommended by the Company’s stockholders) and the adoption of the Merger Agreement, including Company with respect to any amended and restated Merger Agreement or amendment stockholder meeting with respect to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of and the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt for adoption of the Merger Agreement (as it may have been amended or amended and restated in a manner for on the date on which the Stockholder such meeting is obligated to vote in favor or consent to hereunder) held, and (Bc) to the extent against any such matter is formally submitted for a vote (Acquisition Proposal or the consent) of the Company’s stockholdersany other action, against proposal or agreement that would (1) any action reasonably be expected, to impede, interfere with, materially delay or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to postpone the terms of such Acquisition Proposal, or any of Merger and the other transactions contemplated therebyby the Merger Agreement, (2) any action or proposal that could reasonably be expected to result in a breach in any respect of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3) any action, proposal, transaction change the dividend policy or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner material respect the capitalization of, including the voting rights of any shares class of equity interests in, the Company, or (4) result in any of the conditions set forth in Section 7 or Annex A of the Merger Agreement not being fulfilled or satisfied, or (5) change a majority of the Company Board (includingother than as directed by Parent, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, Merger Sub or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiariesParent Subsidiary). The Stockholder covenants During and agrees that, except for the term of this Agreement, the Stockholder shall notnot commit or agree to take any action inconsistent with the foregoing. Except as set forth in this Section 3.02, and nothing in this Agreement shall not permit any Person under limit the Stockholder’s controlright of Stockholder to vote in favor of, during the Support Period, to (x) enter into any voting agreement against or voting trust abstain with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect matters presented to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement)Company’s stockholders. (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. (a) The Stockholder Stockholder, by this Agreement, does hereby agrees thatconstitute and appoint Parent and Purchaser, or any nominee thereof, with full power of substitution, during and for the Support Periodterm of this Agreement, as his true and lawful attorney and proxy for and in his name, place and steax, xx vote all the Shares Stockholder beneficially owns at the time of such vote, at any annual, special or adjourned meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the CompanyCompany (and this appointment will include the right to sign his name (as stockholder) to any consent, however called, and in connection with any written consent certificate or other document relating to the Company that laws of the Company’s stockholders with respect to any State of the matters set forth in clause Delaware may require or permit) (ii) below, if applicable, the Stockholder shall (i) appear at such meeting or otherwise cause all of the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all the Subject Shares, (Ax) in favor of approval and adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated thereby and (“for”y) against (1a) any Acquisition Transaction, (b) any action or agreement that would result in a breach in any respect of any covenant, agreement, representation or warranty of the Company under the Merger Agreement and (c) the following actions (other than the Merger and the other transactions contemplated by the Merger Agreement Agreement): (to the extent proposed to be voted upon or consented to by the Company’s stockholdersi) and the adoption any extraordinary corporate transaction, such as a (A) any change in a majority of the Merger Agreement, including any amended and restated Merger Agreement or amendment to persons who constitute the Merger Agreement that does not (x) change the form board of directors of the consideration payable to Company as of the holders of shares of Company Common Stock upon the conversion of such shares date hereof; (B) any change in the Merger, (y) reduce the amount present capitalization of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement Company or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting amendment of the Company’s stockholders 's certificate of incorporation or bylaws, as amended to a later date if there are not sufficient votes date; (C) any other material change in the Company's corporate structure or business; or (D) any other action that, in the case of each of the matters referred to approve the Merger or adopt the Merger Agreement in clauses (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunderiii)(A), (B) and (BC) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposalintended, or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenantexpected, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discouragepostpone, or adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in other transactions contemplated by this Agreement or and the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of a proxy and power coupled with an interest, and the Stockholder under this Agreementdeclares that it is irrevocable. The Stockholder shall take such further action or execute such hereby revokes all and any other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject SharesShares that he may have heretofore made or granted. The power of attorney granted by For Shares as to which the Stockholder herein is a durable power of attorney and shall survive the bankruptcybeneficial but not the record owner, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or use his best efforts to cause the holders of any record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) owner of such execution and delivery of such Shares to grant to Parent a proxy card or voting instructions)to the same effect as that contained herein. (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. (a) The Stockholder hereby agrees that, during the Support Period, at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the Company, however called, and or in connection with any written other circumstances upon which the Stockholder’s vote, consent of the Company’s stockholders with respect to any of the matters set forth in clause (ii) below, if applicableor other approval is sought, the Stockholder shall vote the Shares owned beneficially or of record by the Stockholder as follows: (i) appear at such meeting or otherwise cause all of the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all the Subject Shares, (Aa) in favor of (“for”) (1) the Merger and the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including ; (b) against any amended and restated Merger Agreement action or amendment agreement that has or would be reasonably likely to the Merger Agreement that does not (x) change the form of the consideration payable result in any conditions to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms Parent’s obligations under Article VIII of the Merger Agreement or not being fulfilled; (c) against any increase in Company Acquisition Proposal; (d) against any amendments to the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that Company Organizational Documents if such amendment would reasonably be expected to prevent or substantially impede delay the consummation of the Merger, and Closing; and (2e) the approval of against any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any other action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposalagreement that is intended, or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenantexpected, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of postpone the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under transactions contemplated by the Merger Agreement or change in any manner the voting rights of any shares class of stock of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of Company. Notwithstanding the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreementforegoing, the Stockholder shall nothave no obligation to vote any of its Company Common Stock in accordance with this Section 4.1: (a) if, and shall not permit any Person under without the prior written consent of the Stockholder’s control, during there is any amendment to the Support Period, to Merger Agreement that (xi) enter into any voting agreement alters or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shareschanges the Merger Consideration, or (zii) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders adversely affects the holders of the Company Common Stock or (b) if, in connection with any vote the consummation of the stockholders transactions contemplated under the Merger Agreement, any of the Company following would reasonably be expected to occur (i) any of the rights of the Stockholder or its Affiliates in Parent, including with respect to the TransactionsStockholder’s director designee on the Parent Board, being impaired or limited (other than to recommend that in de minimis respects), including without limitation those rights under the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this New Stockholder Rights Agreement or (ii) any obligations, duties or limitations being imposed on the Merger Agreement). Stockholder or its Affiliates (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminatedother than in de minimis respects), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement including with respect to the Subject Shares in accordance with Section 3(a) Stockholder’s designee on the Parent Board, other than those such obligations, duties and limitations in the event New Stockholder Rights Agreement, the Security Control Agreement or in any other agreement between the Stockholder fails and any other Governmental Entity in the United States of America relating to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares national security matters, in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance each case existing as of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. date hereof (c) In furtherance, and not in limitation of the foregoing, during the Support Periodeach, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions“Adverse Event”). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. (a) The Stockholder hereby agrees thatFor as long as Cinven has the right to nominate a director to the Board of Directors in accordance with Section 5.1 (regardless of whether Cinven exercises such right) and subject to compliance with Applicable Laws, during the Support Period, at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which Cinven Shareholders shall use reasonable best efforts to cause all of the Voting Securities owned or Beneficially Owned by it or any of its Controlled Affiliates or over which it or any of its Controlled Affiliates has voting control or the matters set forth power to direct voting control, not to be voted (i) against or withheld, as the case may be, from voting in clause respect of all those persons nominated and publicly recommended to serve as directors of Concordia by the Board of Directors or the management of Concordia (as the case may be), and (ii) below is put with respect to any other action, proposal or matter to be voted on by the shareholders of Concordia (including through action by written consent), against the public recommendation of the Board of Directors; provided that the Cinven Shareholders shall be given specific prior written notice of their obligations pursuant to the vote of stockholders of the Company, however called, and foregoing in connection with any particular vote or written consent of the Company’s stockholders with respect shareholders of Concordia, which notice shall be delivered no later than the last to any occur of (i) the day upon which the shareholders of Concordia are given notice of the matters set forth action, proposal or matter to be voted on in clause accordance with Applicable Laws, and (ii) belowthe day that is 15 Business Days prior to the deadline for submitting proxy forms for the purpose of voting on such action, proposal or matter or, if applicable, the Stockholder date such action, proposal or matter is to be approved by written consent. Notwithstanding the foregoing, the Cinven Shareholders and their respective Controlled Affiliates shall be free to vote at their discretion, but must not, without Concordia’s prior written consent, publicly announce the manner in which they will vote, in connection with any proposal submitted for a vote of the shareholders of Concordia in respect of (iA) appear at the issuance of Equity Securities in connection with any merger, consolidation, business combination, arrangement or amalgamation of Concordia, and (B) any merger, consolidation, business combination, arrangement or amalgamation of Concordia, provided that notwithstanding the foregoing, in either case where any such meeting proposal has not been approved, or otherwise has been publicly rejected or not recommended for acceptance by Concordia shareholders, by the Board of Directors and Cinven has the right to nominate a director to the Board of Directors in accordance with Section 5.1 (regardless of whether Cinven exercises such right), each of the Cinven Shareholders and its Controlled Affiliates shall use reasonable best efforts to vote and cause all of the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including Voting Securities owned by proxy or written consent, if applicable) all the Subject Shares, (A) in favor of (“for”) (1) the Merger and the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit Controlled Affiliates or over which it or any Person under the Stockholder’s control, during the Support Period, to (x) enter into any of its Controlled Affiliates has voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement control or the Merger Agreement)power to direct voting control to be voted against such proposal. (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with With respect to the Subject Shares any matter that each Cinven Shareholder votes on in accordance with Section 3(a3.1(a) in the event the Stockholder fails (other than a matter to comply with his obligation under this Agreement be approved by way of written consent), each Cinven Shareholder shall use reasonable best efforts to cause each Voting Security owned by it or attempts or purports over which it has voting control to vote (or provide consent with respect to) the Subject Shares be voted by completing in a timely manner inconsistent with Section 3(a)the proxy forms distributed by Concordia or its management and not by any other means, and each Cinven Shareholder shall use reasonable best efforts to deliver the properly and appropriately completed proxy form to Concordia no later than one (1) Business Day prior to the deadline for submitting proxy forms for the purpose of voting on such matter at the applicable meeting of Concordia shareholders. This proxy and power Upon the written request of attorney is given to secure the performance Concordia, each of the duties of the Stockholder under this Agreement. The Stockholder shall take Cinven Shareholders hereby agrees to use reasonable best efforts to take, and to cause to be taken, such further action or and execute such other instruments as may be requested by Xxxxxx in writing and reasonably necessary to effectuate effect and carry out the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions3.1(b). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. Each Stockholder, by this Agreement, does hereby (a) The Stockholder hereby agrees thatagree to appear (or not appear, during the Support Period, if requested by Purchaser or Merger Sub) at any annual, special, postponed or adjourned meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the Company, however called, and in connection with any written consent of the Company’s stockholders with respect to any of the matters set forth in clause (ii) below, if applicable, the Stockholder shall (i) appear at such meeting Company or otherwise cause all the shares of the Subject Shares entitled to vote thereat, as applicable, Company Common Stock such Stockholder beneficially owns to be counted as present (or absent, if requested by Purchaser or Merger Sub) thereat for purposes of calculating establishing a quorumquorum and to vote or consent, and (iib) constitute and appoint Purchaser and Merger Sub, or any nominee thereof, with full power of substitution, during and for the term of this Agreement, as his true and lawful attorney and proxy for and in his name, place and xxxxx, to vote all the shares of Company Common Stock such Stockholder beneficially owns at the time of such vote, at any annual, special, postponed or cause adjourned meeting of the stockholders of the Company (and this appointment will include the right to be voted sign his or its name (including by proxy or written as stockholder) to any consent, if applicablecertificate or other document relating to the Company that the laws of the State of Delaware may require or permit), in the case of both (a) all the Subject Sharesand (b) above, (Ax) in favor of approval and adoption of the Merger Agreement and approval and adoption of the Merger and the other transactions contemplated thereby and (“for”y) against (1) any Acquisition Proposal (other than the Merger and the other transactions contemplated thereby), (2) any action or agreement that would result in a breach in any respect of any covenant, agreement, representation or warranty of the Company under the Merger Agreement and (3) any other action that is intended, or could be expected, to impede, interfere with, delay, postpone, or adversely affect the Offer, the Merger and the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This a proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxyinterest, and each Stockholder declares that it is irrevocable until this Agreement shall revoke terminate in accordance with its terms. Each Stockholder hereby revokes all and any and all prior other proxies granted by the Stockholder with respect to the Subject SharesShares that such Stockholder may have heretofore made or granted. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any For shares of Company Common StockStock as to which a Stockholder is the beneficial but not the record owner, such Stockholder shall use his or its best efforts to cause any record owner of such Shares to grant to Purchaser a proxy to the same effect as that contained herein. Each Stockholder hereby agrees to permit Purchaser and Merger Sub to publish and disclose in the Offer Documents and the Proxy Statement and related filings under the securities laws such Stockholder's identity and ownership of Shares and the nature of his or its commitments, arrangements and understandings under this Agreement.

Voting Agreement. (a) The Stockholder hereby irrevocably and unconditionally agrees that, during the Support Voting Period, the Stockholder shall (i) appear (in person or by proxy) at any meeting (whether annual or special and each postponement, recess, adjournment whether or continuation thereofnot an adjourned or postponed meeting) of the Company’s stockholders at which any holders of the matters set forth in clause (ii) below is put to the vote of stockholders of the CompanyCompany Common Stock, however properly called, and in connection with any written consent of the Company’s stockholders with respect to any of the matters set forth in clause (ii) below, if applicable, the Stockholder shall (i) appear at such meeting or otherwise cause all of the Subject Shares entitled to vote thereat, as applicable, then beneficially owned by the Stockholder to be counted as present thereat for purposes of calculating establishing a quorum, and (ii) vote or provide a written consent with respect to all Shares (or will cause all Shares to be voted (including by proxy voted, or cause a written consent, if applicableconsent to be provided with respect to all Shares) all the Subject Shares, (A) in favor of adoption and approval of the Merger Agreement and approval of the Merger, not including any Material Adverse Amendment, (“for”B) against any action, proposal, transaction or agreement that would result, or could reasonably be expected to result, in any material respect in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, and (1C) against any proposal made in opposition to, or in competition with, consummation of the Merger and the other transactions contemplated by the Merger Agreement, including any Acquisition Proposal. In all other matters, the Shares shall be voted by and in the manner determined by the Stockholder. (b) Notwithstanding any other provision of this Agreement, if the Stockholder is a director or officer of the Company, it is expressly understood and agreed that this Agreement shall not limit or restrict any actions taken by the Stockholder in his or her capacity as a director or officer of the Company either (i) pursuant to Applicable Law or (ii) in exercising the Company’s rights or fulfilling the Company’s obligations under the Merger Agreement (to the extent proposed to be voted upon permitted or consented to required by the Company’s stockholders) and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. From the date hereof until the termination of this Agreement in accordance with its terms (a) The Stockholder the “Support Period”), each Shareholder irrevocably and unconditionally hereby agrees that, during the Support Period, that at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the Companyshareholders, however called, and in connection with any written consent of the Company’s stockholders with respect to any of the matters set forth in clause (ii) belowshareholders, if applicable, the Stockholder such Shareholder shall (i) appear at such meeting or otherwise cause all of his or her Existing Shares (as defined below), and all other Company Common Shares over which he or she has acquired beneficial or record ownership and the Subject Shares entitled power to vote thereator direct the voting thereof after the date hereof and prior to the applicable record date (together with the Existing Shares, as applicable, the “Shares”) to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all the Subject of his or her Shares, : (A) in favor of (“for”) (1) the Merger and the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including any amended Agreement and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Mergertransactions contemplated thereby, and including the Mergers, (2B) the approval in favor of any proposal to adjourn or postpone such meeting of the Company’s stockholders shareholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) of any advisory, non-binding compensation proposal set forth in the Joint Proxy Statement/Prospectus and (B) submitted to the extent any such matter is formally submitted for a vote (or the consent) shareholders of the Company’s stockholdersCompany in connection with the Mergers, (C) against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Company Takeover Proposal, or any of the transactions contemplated thereby, (2D) against any action or proposal that could reasonably be expected to result in a breach of any covenant, representation interfere with or warranty, or any other obligation or agreement delay the timely consummation of the Company under the Merger Agreement or of the Stockholder under this Agreement, Mergers and (3E) against any action, proposal, transaction or agreement that amendments to the Company Organizational Documents if such amendment would reasonably be expected to impede, interfere with, delay, discourage, adversely affect prevent or inhibit delay the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries)Closing. The Stockholder Each Shareholder covenants and agrees that, except for this Agreement, the Stockholder shall nothe or she has not entered into, and shall not permit any Person under the Stockholder’s control, enter into during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject his or her Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. (a) The During the Agreement Period, the Stockholder hereby irrevocably and unconditionally agrees thatthat if the Subject Shares have not been previously accepted for payment pursuant to the Offer, during the Support PeriodStockholder shall, or shall cause the holder of record thereof on any applicable record date, at any meeting (whether annual or special and each postponement, recess, adjournment whether or continuation thereofnot an adjourned or postponed meeting) of the Company’s stockholders at which holders of Company Common Stock, however called (each, a “Company Stockholders Meeting”), or (if applicable) pursuant to any consent of the matters set forth in clause (ii) below is put to the vote of stockholders of the CompanyCompany in lieu of a meeting or otherwise, however calledto: (a) be present, and in connection with any written consent person or represented by proxy, or otherwise cause the Subject Shares to be counted for purposes of determining the Company’s stockholders presence of a quorum at such meeting (to the fullest extent that the Subject Shares may be counted for quorum purposes under applicable Legal Requirements); and (b) vote (or cause to be voted) with respect to any of the matters set forth in clause (ii) below, if applicable, the Stockholder shall (i) appear at such meeting or otherwise cause all of the Subject Shares to the fullest extent that the Subject Shares are entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted at the time of any vote: (including by proxy or written consent, if applicablei) all the Subject Shares, in favor of: (A) in favor of (“for”) (1) the Merger and the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption and approval of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not ; (xB) change the form without limitation of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, preceding clause “(y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) A),” the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders Company Stockholders Meeting to a later date if there are not sufficient votes to approve the Merger or adopt for approval of the Merger Agreement (as it may have been amended or amended and restated in a manner for on the date on which the Stockholder Company Stockholders Meeting is obligated to vote in favor or consent to hereunder) held; and (BC) any other matter necessary, or reasonably requested by Parent, for the consummation of the Contemplated Transactions, including the Offer and the Merger; and (ii) against: (A) any action (including any amendment to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholderscertificate of incorporation or bylaws, against (1) any action or proposal as in favor of an Acquisition Proposal (including a Superior Proposaleffect on the date hereof), without regard to the terms of such Acquisition Proposal, agreement or any of the transactions contemplated thereby, (2) any action or proposal transaction that could would reasonably be expected to result frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or adversely affect, in a breach each case in any material respect, the consummation of the Contemplated Transactions, including the Offer and the Merger; (B) any Acquisition Proposal, Acquisition Transaction or any agreement related thereto, and any action that would reasonably be interpreted to be in furtherance of any covenantAcquisition Proposal; (C) any merger, representation acquisition, sale, transfer of a material portion of the rights or warrantyother assets of the Company or any other Acquired Corporation, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other obligation or agreement of extraordinary transaction involving the Company under (other than the Merger Agreement Merger) or of the Stockholder under this Agreement, and any other Acquired Corporation; (3D) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, in any material respect, of the covenants, representations or warranties or any other obligations or agreements of the Stockholder under this Agreement or of the Company under the Merger Agreement; (E) any change in the board of directors of the Company; (F) any material change in the capitalization of any Acquired Corporation or any Acquired Corporation’s corporate structure; and (G) any other action that is intended, or would reasonably be expected, to impede, interfere with, delay, discouragepostpone, discourage or adversely affect or inhibit the timely consummation of Offer, the Merger or any of the fulfillment of Parent’sother Contemplated Transactions, including this Agreement. During the Company’s Agreement Period, Stockholder shall not enter into any agreement or Merger Sub’s conditions understanding with any Person to Closing under the Merger Agreement vote or change give instruction in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with this Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder3. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. (a) The Stockholder Each Holder, severally and not jointly, hereby agrees that, that during the Support Periodtime this Agreement is in effect, at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the Company, however called, and or at any adjournment or postponement thereof or in connection with any other circumstances upon which a vote, consent or other approval (including by written consent of the Company’s stockholders consent) is sought with respect to any of the matters set forth in clause (ii) below, if applicableMerger, the Stockholder Holders shall (ia) when a meeting is held, appear at such meeting or otherwise cause all of the Subject Shares entitled to vote thereat, (as applicable, defined below) to be counted as present thereat for purposes the purpose of calculating establishing a quorum, quorum and (iib) vote (or cause to be voted voted) in person or by proxy, or (including by proxy in the case of any solicitation of written consents) deliver (or cause to be delivered) a written consentconsent covering, if applicableall of the shares of Common Stock listed opposite such Holder’s name in Schedule A attached hereto (the “Covered Shares”) and all shares of Common Stock of which such Holder hereafter acquires beneficial ownership (collectively with the Subject Covered Shares, the “Shares”): (Ai) in favor of (“for”) (1) the approval of the Merger, the Merger Agreement and the other transactions contemplated by the Merger Agreement if a vote, consent or other approval (including by written consent) with respect to any of the extent proposed to be voted upon foregoing is sought and (ii) against any (x) Acquisition Proposal (other than the Merger Agreement and the Merger), or consented to by (y) amendment of the Company’s stockholders) and certificate of incorporation or bylaws or other proposal or transaction involving the adoption of the Merger AgreementCompany, including any amended and restated Merger Agreement which amendment or amendment other proposal or transaction is reasonably likely to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in impede, delay, frustrate, prevent, nullify or otherwise adversely affect the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in of the Per Share other transactions contemplated by the Merger Consideration) Agreement or (z) impose any additional conditions action or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations agreement that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach in any material respect of any covenantrepresentation, representation or warranty, or any other obligation covenant or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets capitalization of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders rights of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. (a) The Stockholder hereby agrees thatFrom the date hereof until the earliest to occur of (x) the Effective Time, during (y) the Support Period, at entry without the prior written consent of such Shareholder into any meeting (whether annual amendment or special and each postponement, recess, adjournment or continuation thereof) modification of the CompanyMerger Agreement, or any written waiver of HSB’s stockholders at which any of rights under the matters set forth in clause (ii) below is put to the vote of stockholders of the Company, however called, and Merger Agreement made in connection with any written consent a request from ABCB, in each case, which results in a decrease in, or change in the composition of, the Merger Consideration payable to such Shareholder and (z) the termination of the Company’s stockholders Merger Agreement in accordance with respect its terms (the “Support Period”), each Shareholder irrevocably and unconditionally agrees that at any shareholder meeting of HSB, except as otherwise agreed to any of the matters set forth in clause (ii) below, if applicable, the Stockholder shall (i) appear at such meeting or otherwise cause all of the Subject Shares entitled to vote thereat, as applicablewriting in advance by ABCB, to approve the Merger Agreement or any adjournment or postponement thereof, such Shareholder shall be counted as present thereat for purposes of calculating a quorum, (in person or by proxy) and shall vote (ii) vote or cause to be voted (including by proxy or written consent, if applicablevoted) all shares of HSB Common Stock beneficially owned by such Shareholder as of the Subject date hereof, together with all shares of HSB Common Stock over which such Shareholder may acquire beneficial ownership from time to time after the date hereof, in each case that are entitled to vote at such meeting (collectively, the “Owned Shares”), as follows: (Ai) in favor of (“for”) (1A) the Merger and the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon approval or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, Agreement and the transactions contemplated thereby (including any amended and restated Merger Agreement amendments or amendment to the Merger Agreement that does not (x) change the form modifications of the consideration payable to terms thereof approved by the holders board of shares directors of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments HSB and adopted in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Considerationthereof) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2B) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger Agreement; and (ii) against (A) any action or adopt agreement that would be reasonably likely to impair the ability of either ABCB or HSB to complete the Merger, or that would otherwise be inconsistent with, prevent, materially impede or materially delay the consummation of the transactions contemplated by the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) Agreement, and (B) to other than the extent transactions contemplated by the Merger Agreement, any such matter proposal that is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of or that would facilitate an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposalproposal. (b) Each Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of HSB, to approve or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of the Company under adopt the Merger Agreement or of the Stockholder under unless this Agreement, Agreement shall have been terminated in accordance with its terms. (c) Each Shareholder represents and (3) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder warrants and covenants and agrees that, except for this Agreement, the Stockholder shall notsuch Shareholder (i) has not entered into, and shall not permit any Person under the Stockholder’s control, enter into during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Sharesthe Owned Shares and (ii) has not granted, (y) except as expressly set forth herein, grantand shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Owned Shares except any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect proxy to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate carry out the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the StockholderAgreement. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. (a) The Stockholder hereby agrees that, during During the Support Voting Agreement Period, at any meeting (whether annual or special the Parent, the Shareholders and each postponementInvestor, recess, adjournment or continuation thereof) of pursuant to the Company’s stockholders at which any of the matters procedures set forth in clause (ii) below is put to the vote of stockholders of the CompanySection 2.3(d), however called, and in connection with any written consent of the Company’s stockholders with respect to any of the matters set forth in clause (ii) below, if applicable, the Stockholder shall (i) appear at such meeting may vote in the aggregate up to a number of Voting Securities equal to the Voting Agreement Period Voting Shares in any manner chosen by the Parent, the Shareholders or otherwise cause all of the Subject Shares entitled to vote thereatInvestor, as applicable, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote shall abstain from voting any Voting Securities in excess of the Voting Agreement Period Voting Shares owned by them in the aggregate or cause over which they have voting control, in each case with respect to be voted (including by proxy any action, proposal or written consent, if applicable) all the Subject Shares, (A) in favor of (“for”) (1) the Merger and the other transactions contemplated by the Merger Agreement (to the extent proposed matter to be voted upon at each general meeting of the Company; provided, however, that, with respect to the Designated Shareholder Voting Matters, the Parent, the Shareholders and each Investor shall be entitled to vote each Voting Security owned by them or consented to over which they have voting control in any manner chosen by the Parent, the Shareholders or the Investor, as applicable. (b) Notwithstanding anything to the contrary herein, at any time that the collective Beneficial Ownership of Company Ordinary Shares of the Investors, as a group, is equal to or more than ten percent (10%) of the then-issued and outstanding Company Ordinary Shares, each of the Parent, the Shareholders and each Investor shall cause all of the Voting Securities owned by them or over which they have voting control to abstain from voting with respect to any Designated Company Voting Matter. (c) Following the Voting Agreement Period, except as set forth in Section 2.3(b), the Shareholders and each Investor shall be entitled to vote each Voting Security owned by them or over which they have voting control in any manner chosen by the Shareholders or the Investor, as applicable. (d) So long as the collective Beneficial Ownership of Company Ordinary Shares of the Investors is equal to or more than ten percent (10%) of the then-issued and outstanding Company Ordinary Shares, with respect to any matter that the Shareholders and each Investor is required to abstain from voting on or is permitted to vote on, the Parent, the Shareholders and each Investor shall cause each Voting Security owned by them or over which they have voting control to abstain from voting or to be voted, as applicable, by completing the proxy forms distributed by the Company together with the notice of the general meeting, and not by any other means. The Shareholders and each Investor shall deliver the completed proxy form to the Company no later than one (1) week prior to the date of such general meeting of the Company; provided that this sentence will not restrict the Shareholders’ or any Investor’s stockholdersright to determine what vote to cast with respect to a particular matter beyond those restrictions otherwise set forth in this Agreement. Furthermore, so long as the collective Beneficial Ownership of Company Ordinary Shares of the Investors, as a group, is equal to or more than ten percent (10%) of the then issued and outstanding Company Ordinary Shares, none of the Parent, the Shareholders or any Investor, and none of their respective designees or Representatives, except as permitted pursuant to Section 2.1(j), shall attend any general meeting of the Company or vote in person at any general meeting of the Company and each of them, on its own behalf and on behalf of its respective designees and Representatives, irrevocably waives the right to do so. The Parent, the Shareholders and each Investor acknowledge and agree that the attendance in-person at any general meeting of the Company by the Parent, the Shareholder, any Investor or any of their respective designees or Representatives, except as permitted pursuant to Section 2.1(j), shall be a breach of this Section 2.3(d) and the adoption Company shall be entitled to take any and all actions to give effect to the terms of the Merger Agreementthis Section 2.3, including by adjourning, suspending or postponing such meeting and seeking and obtaining an injunction or injunctions pursuant to Section 6.14 requiring the Parent, the Shareholders and each Investor to act in accordance with this Section 2.3. (e) In the event the Parent or any amended and restated Merger Agreement Investor challenges the validity or amendment to the Merger Agreement that does not enforceability of this Section 2.3 (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other thanbut, for the avoidance of doubt, adjustments not the performance of the provisions of this Section in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Mergertheir terms), and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to Company has sent a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) written notice to the extent any such matter is formally submitted for Parent and the Investors requiring a vote (confirmation that the Parent and the Investors unambiguously confirm in writing they do not or no longer challenge the consent) validity or enforceability of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and Section 2.3 within three (3) Business Days, which notice should include in any actioncase on which grounds the Company believes that the Parent and/or the Investors challenge the validity or enforceability of this Section 2.3, proposaland Parent and the Investors have failed to give such confirmation within such period, transaction or agreement that would reasonably be expected then the Company may, at its option, elect to impedeimplement the Foundation Structure. If the Company so elects to implement the Foundation Structure pursuant to this Section 2.3(e), interfere withthen, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’sas promptly as practicable, the Company’s Parent and each Investor shall use reasonable best efforts to take, or Merger Sub’s conditions cause to Closing under be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to implement the Merger Agreement or change in Foundation Structure, including executing and delivering any manner the voting rights of any shares of and all Foundation Agreements. Each Investor grants to the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or an irrevocable power of attorney with respect the power of sub-delegation to any Subject Shares(i) perform all acts, or including acts of disposition (zbeschikkingshandelingen) makeon behalf of each Investor, or that, in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders the reasonable discretion of the Company in connection with Company, are necessary to and (ii) cause to be done all things necessary, proper or advisable to, implement the Foundation Structure pursuant to this Section 2.3(e), including executing and delivering any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement)all Foundation Agreements. (bf) Stockholder hereby appoints Parent If the Foundation Structure is implemented at any time, the Shareholders and any designee of Parentthe Company shall cause the Stichting to execute a customary joinder to this Agreement, in form and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect substance reasonably acceptable to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the StockholderCompany. (cg) In furtheranceFor the avoidance of doubt, the voting restrictions set forth in this Section 2.3 apply only to the Parent, the Shareholders and any Investor, and do not in limitation apply to any Transferee (other than a Permitted Transferee) of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option Shareholders or any other right to acquire any shares of Company Common StockInvestor.

Voting Agreement. For the purposes of this Section 2.1 only, the PG Shareholder will be deemed to be a “Shareholder” for so long as an Affiliate of the SL Shareholder is the general partner of the PG Shareholder. (ai) The Stockholder hereby agrees that, during the Support PeriodEach Shareholder agrees, at any meeting time it is then entitled to vote for the election of Directors to the Board, to take all Necessary Action, including casting all votes to which such Shareholder is entitled in respect of its Voting Shares (from time to time), whether at any annual or special and each postponementextraordinary general meeting, recess, adjournment or continuation thereofto cause such Shareholder’s Board representative(s) to cast their vote so as to ensure that the composition of the Company’s stockholders at which any Board complies with (and includes all of the matters set forth requisite designees in clause accordance with) the Relationship Agreement from time to time. (ii) below Each Shareholder agrees that if, at any time, it is put then entitled to vote for the removal of Directors, it will not vote any of its Voting Shares (from time to time) in favor of the removal of any Director who shall have been designated in accordance with the Relationship Agreement, unless (1) the Person or Persons entitled to designate such Director shall have consented to such removal in writing, (2) removal is compelled pursuant to the Relationship Agreement, including Clause 2.2.2(ii) thereof or (3) the Person or Persons entitled to designate any Director pursuant to the Relationship Agreement shall request in writing the removal, with or without cause, of such Director (in which case, each such Shareholder shall vote its Voting Shares (from time to time) in favor of stockholders such removal). (iii) Each Shareholder agrees not to grant, or enter into a binding agreement with respect to, any proxy to any Person in respect of its Voting Shares (from time to time) that would prohibit or prevent such Shareholder from casting votes in respect of such Voting Shares in accordance with this Section 2.1. (iv) Each Shareholder agrees, at any time it is then entitled to vote for any resolution proposed to give effect to the agreed terms of the CompanyConvertible Preferred Shares (including, however calledbut not limited to, and in connection with any written consent of the Company’s stockholders with respect to any of the matters set forth in clause (ii) below, if applicable, the Stockholder shall (i) appear at such meeting or otherwise cause all the renewal of the Subject authorized share capital of the Company at a level which would permit the issuance by the Company of Common Shares entitled to vote thereat, upon the exercise by the SL/PG Shareholders and/or the Managers (as applicable, to be counted as present thereat for purposes defined in the Conversion Agreement) of calculating a quorum, their rights under the Conversion Agreement in accordance with its terms and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all the Subject Shares, (A) in favor of (“for”) (1) the Merger and the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption approval of the Merger Agreementissuance of a preferred dividend, in each case in connection with the Convertible Preferred Shares), to take all Necessary Action, including any amended and restated Merger Agreement or amendment casting all votes to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of which such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable Shareholder is entitled in respect of any Subject its Voting Shares (other thanfrom time to time), for whether at any annual or extraordinary general meeting or to cause such Shareholder’s Board representative(s) to cast their vote so as to ensure that the avoidance of doubt, adjustments in accordance with the agreed terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger Convertible Preferred Shares and the adoption of the Merger Conversion Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement)are given effect. (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. (a) The Each Stockholder hereby agrees that, during the Support Period, such Stockholder shall, at any every meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the Company, however calledCompany called for such purpose, and at every adjournment or postponement thereof (or in connection with any written other circumstances upon which a vote, consent of the Company’s stockholders with respect to any of the matters set forth in clause (ii) belowor approval is sought, if applicable, the Stockholder shall (i) appear at such meeting or otherwise cause all of the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent), if applicablevote such Company Shares Beneficially Owned by such Stockholder (to the extent that any such Company Shares Beneficially Owned by such Stockholder are not otherwise purchased in the Offer) all the Subject Shares, (Aa) in favor of (“for”) (1) the adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated by the Merger Agreement Agreement, and (to b) against the extent proposed to be voted upon approval of any (i) Acquisition Proposal, (ii) reorganization, recapitalization, dissolution, liquidation or consented to by winding-up of the Company or any other extraordinary transaction involving the Company’s stockholders) and , in each case other than the adoption Offer, the Merger or any of the other transactions contemplated by the Merger Agreement, including (iii) change in Persons who constitute the Company Board, other than in connection with any amended and restated Merger Agreement or amendment appointment by Parent of directors to the Merger Agreement that does not (x) change the form of the consideration payable Company Board pursuant to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms Section 1.4 of the Merger Agreement or (iv) corporate action (including any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting amendment of the Company’s stockholders certificate of incorporation or bylaws) the consummation of which would or could reasonably be expected to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholdersfrustrate, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposalprevent, or delay the consummation, of any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of the Company under by the Merger Agreement or of the Stockholder under this Agreement, and (3) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Each Stockholder shall not, and shall not permit any Person under the Stockholder’s controlensure that, during the Support Period, to (x) enter into any other Person having voting agreement or voting trust power with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to Company Shares Beneficially Owned by such Stockholder will vote any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote shares in favor of the Merger and the adoption matters described in clause (a) of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parentpreceding sentence, and each of them individually, until will vote against the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance approval of the duties matters described in clauses (b)(i) through (iv) of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholderpreceding sentence. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. From the date hereof until the earlier of (a) The the final adjournment of the Company Stockholder hereby agrees that, during Meeting or (b) the termination of this Agreement in accordance with its terms (the “Support Period”), the Stockholder irrevocably and unconditionally hereby agrees, that at any meeting (whether annual or special and each postponement, recess, adjournment adjourned or continuation thereofpostponed meeting) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the Companystockholders, however called, and or in connection with any written consent of the Company’s stockholders with respect to any of the matters set forth in clause (ii) below, if applicablestockholders, the Stockholder shall (i) appear at such meeting or otherwise cause all of his or her Existing Shares and all other shares of Common Stock or voting securities of the Subject Shares entitled Company over which such Stockholder has acquired beneficial or record ownership after the date hereof and has the sole power to vote thereatand the sole power to dispose of (including any shares of Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities (including any Company Stock Options) or otherwise) (together with the Existing Shares, the “Shares”), which such Stockholder owns or controls as applicableof the applicable record date, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all the Subject Shares, such Shares (A) in favor of (“for”) (1) the Merger and the other transactions contemplated by approval of the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption approval of the Merger Agreementtransactions contemplated thereby, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (yB) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval favor of any proposal to adjourn or postpone such meeting of the CompanyPurchaser’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement Agreement, (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote C) in favor or consent to hereunder) of any advisory, non-binding compensation proposal set forth in the Joint Proxy Statement-Prospectus and (B) submitted to the extent any such matter is formally submitted for a vote (or the consent) stockholders of the Company’s stockholdersCompany in connection with the Merger, (D) against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3E) against any action, proposal, transaction or agreement that would reasonably be expected likely to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of the Stockholder contained in this Agreement, or (2) prevent, impede, interfere with, delay, discouragepostpone, discourage or frustrate the purposes of or adversely affect or inhibit the timely consummation of the transactions contemplated by the Merger Agreement, including the Merger; provided, that the foregoing applies solely to the Stockholder in his or her capacity as a stockholder and, to the fulfillment extent the Stockholder serves as a member of Parent’s, the board of directors or as an officer of the Company, nothing in this Agreement shall limit or affect any actions or omissions taken by the Stockholder solely in the Stockholder’s capacity as such a director or Merger Sub’s conditions to Closing under officer and not in violation of the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries)Agreement. The Stockholder covenants and agrees that, except for this Agreement, the such Stockholder shall not(x) has not entered into, and shall not permit any Person under the Stockholder’s control, enter into during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, the Shares and (y) except as expressly set forth hereinhas not granted, grantand shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” proxy to carry out the intent of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action agrees not to enter into any agreement or execute such other instruments as may commitment with any person the effect of which would be requested by Xxxxxx in writing inconsistent with or otherwise violate the provisions and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholderagreements set forth herein. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. Until the termination of this Agreement in accordance with Section 5.04: (a) The Stockholder Shareholder hereby agrees that, during the Support Period, that at any meeting (whether annual or special and each postponement, recess, adjournment whether or continuation thereofnot adjourned or postponed) of the CompanyXETA’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the Companyshareholders, however called, and or in connection with any written consent of the CompanyXETA’s stockholders with respect to any of the matters set forth in clause shareholders, Shareholder shall vote (ii) below, if applicable, the Stockholder shall (i) appear at such meeting or otherwise cause all of the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted voted) or deliver a consent (including by proxy or written consent, if applicablecause a consent to be delivered) with respect to (x) Shareholder’s Existing Shares and (y) all Shares of which Shareholder acquires beneficial ownership during the Subject term of this Agreement (such Shares referred to in the foregoing clauses (x) and (y) being referred to as Shareholder’s “Covered Shares, ”) to the fullest extent: (A) in favor of (“for”) (1) the Merger approval and the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not ; (xB) change the form without limitation of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares preceding clause (i), in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval favor of any proposal to adjourn or postpone such any meeting of the Company’s stockholders shareholders of XETA at which the matters described in the preceding clause (i) are submitted for the consideration and vote of the shareholders of XETA to a later date if there are not sufficient votes to approve for approval of such matters on the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for date on which the Stockholder meeting is obligated to vote in favor or consent to hereunderheld; and (C) and against any (A) Acquisition Proposal, (B) reorganization, recapitalization, liquidation or winding-up of XETA or any other extraordinary transaction involving XETA or (C) corporate action requiring the approval of XETA’s shareholders, the consummation of which would frustrate the purposes, prevent, postpone or delay, or adversely affect the consummation of the transactions contemplated by the Merger Agreement. (b) Shareholder agrees to take all steps reasonably necessary such that all of his or its Covered Shares are counted as present for purposes of any quorum requirement at any duly called meeting of the extent shareholders of XETA (or any such matter is formally submitted for a adjournment or postponement thereof). (c) Notwithstanding the foregoing, Shareholder shall remain free to vote (or execute consents or proxies with respect to) the consentCovered Shares with respect to any matter not covered by this Section 1.01 in any manner that Shareholder deems appropriate, provided that such vote (or execution of consents or proxies with respect thereto) would not reasonably be expected to frustrate the purposes, prevent, postpone or delay, or adversely affect the consummation of the Company’s stockholderstransactions contemplated by the Merger Agreement. For purposes of this Agreement, against (1) “beneficial ownership” of any action or proposal in favor security by any Person means “beneficial ownership” of an Acquisition Proposal (such security as determined pursuant to Rule 13d-3 under the 1934 Act, including a Superior Proposal)all securities as to which such Person has the right to acquire, without regard to the terms of 60-day period set forth in such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries)rule. The Stockholder covenants terms “beneficially owned” and agrees that, except for this Agreement, the Stockholder “beneficial owner” shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seqhave correlative meanings.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. (a) The Stockholder Shareholder hereby agrees that, during from and after the Support Perioddate hereof and until the earlier of (x) the Effective Time or (y) the termination of the Merger Agreement pursuant to its terms (such earlier date, the "Termination Date"): (a) at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the shareholders of the Company’s stockholders , however called, it will cause the Shares Shareholder beneficially owns to be counted as present (or absent if requested by Parent) for purposes of establishing a quorum and (b) at which any meeting of the matters set forth in clause (ii) below is put to the vote of stockholders shareholders of the Company, however called, and in connection with any written action by consent of the Company’s stockholders with respect to any shareholders of the matters set forth in clause Company, such Shareholder shall vote (ii) below, if applicable, the Stockholder shall (i) appear at such meeting or otherwise cause all of the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicablevoted) all the Subject Shares, of such Shareholder's Shares (Ai) in favor of (“for”) (1) the approval and adoption of the Merger Agreement, the Merger and all the other transactions contemplated by the Merger Agreement (and this Agreement and otherwise in such manner as may be necessary to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in consummate the Merger; (ii) against any action, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other thanproposal, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations transaction that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenant, obligation, agreement, representation or warranty, or any other obligation or agreement warranty of the Company under the Merger Agreement or of the Stockholder under Shareholder contained in this Agreement, ; and (3iii) against any action, proposalagreement, transaction (other than the Merger Agreement or agreement the transactions contemplated thereby) or proposal (including any Company Take-Over Proposal) that would could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit result in any of the timely consummation of conditions to the Merger or the fulfillment of Parent’s, to the Company’s or Merger Sub’s conditions to Closing 's obligations under the Merger Agreement not being fulfilled or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documentsthat is intended, or any salecould reasonably be expected, leaseto impede, subleaseinterfere, exchangedelay, license, sub-license, discourage or other disposition of all or a material portion of adversely affect the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Merger Agreement, the Stockholder shall not, and shall Merger or this Agreement. Any vote by Shareholder that is not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with this Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder 1.01 shall be irrevocable during considered null and void, and the Support Period, provisions of Section 1.02 shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholdertake immediate effect. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. (a) The Stockholder Each of the Stockholders hereby agrees that, during the Support Period, at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the Company, however called, and in connection with any written consent of the Company’s stockholders with respect to any of the matters set forth in clause (ii) below, if applicable, the Stockholder shall (i) appear at such meeting or otherwise cause all of the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicablevoted) all of such Stockholder's Shares (and any and all securities issued or issuable in respect thereof) which such Stockholder is entitled to vote (or to provide his written consent thereto), at any annual, special or other meeting of the Subject Sharesstockholders of Parent, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise: (Ai) in favor of (“for”) (1) the Merger and the other transactions contemplated by approval of the issuance of Parent Common Stock in the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders"Parent Proposal") and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not actions required in furtherance thereof; (xii) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal agreement that could is reasonably be expected likely to result in a breach in any material respect of any covenant, representation or warranty, warranty or any other obligation of Parent under this Agreement or agreement of the Company under the Merger Agreement or of the Stockholder Agreement; and (iii) except for all such actions which may be permitted to Parent under this Agreement, and (3Section 5.1(b) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’sAgreement, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company against (including, without limitation, A) any extraordinary corporate transaction, such as a merger, consolidationrights offering, amalgamationreorganization, plan recapitalization or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company liquidation involving Parent or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, subsidiaries other than the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject SharesMerger, (yB) except as expressly set forth hereina sale or transfer of a material amount of assets of Parent or any of its material subsidiaries or the issuance of any securities of Parent or any subsidiary, grant, a proxy, consent or power (C) any change in the Board of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” Directors of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company Parent other than in connection with any vote an annual meeting of the stockholders shareholders of the Company Parent with respect to the Transactionsslate of directors proposed by the incumbent Board of Directors of Parent (in which case they agree to vote for the slate proposed by the incumbent Board) or (D) any action that is reasonably likely to materially impede, other than to recommend that the stockholders of the Company vote interfere with, delay, postpone or adversely affect in favor of any material respect the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or transaction contemplated by the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. (a) The Stockholder hereby Shareholder agrees that, during prior to the Support PeriodExpiration Date, at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any shareholders of the matters set forth in clause (ii) below is put to the vote of stockholders of the CompanyiVOW, however called, and in connection with any action taken by the written consent of the Company’s stockholders with respect shareholders of iVOW without a meeting to any of the matters vote as set forth in clause (ii) belowtherein, if applicable, the Stockholder shall (i) appear at such meeting or otherwise cause all of the Subject Shares entitled to Shareholder will vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all the Subject Shares, : (Ai) in favor of the Merger, the execution and delivery by iVOW of the Merger Agreement and the adoption and approval of the terms thereof and in favor of each of the other actions and transactions contemplated by the Merger Agreement and any action required in furtherance hereof and thereof; (“for”ii) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of iVOW in the Merger Agreement or that would preclude fulfillment of a condition precedent under the Merger Agreement to iVOW’s obligations to consummate the Merger; and (1iii) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (A) the sale or exchange of iVOW’s capital stock, other than (x) upon exercise or conversion of iVOW’s outstanding options, warrants or notes, or (y) to any employee, consultant or director of iVOW for purposes of retaining their services, (B) the merger of iVOW with, or the direct or indirect disposition of a significant amount of the assets or the business of iVOW to, any third party, or (C) the licensing of iVOW IP Rights to any third party other than licensing transactions which are in the ordinary course of iVOW’s business and not material to iVOW or its business (each of the actions described in clauses (A), (B) and (C) being referred to herein as an “Alternative Transaction”); (D) any reorganization, recapitalization, dissolution or liquidation of iVOW or any subsidiary of iVOW; (E) any material change in the capitalization of iVOW or iVOW’s corporate structure not contemplated by the Merger Agreement; or (F) any other action which is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement (or this Agreement. Prior to the extent proposed to be voted upon Expiration Date, Shareholder will not enter into any agreement or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including understanding with any amended and restated Merger Agreement person or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated entity to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change give instructions in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with this Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder2.1. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. (a) The Stockholder hereby agrees that, during the Support Period, at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the Company, however called, and in connection with any written consent of the Company’s stockholders with respect to any of the matters set forth in clause (ii) below, if applicable, the Stockholder shall (i) appear at such meeting or otherwise cause all of the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all the Subject Shares, (A) in favor of (“for”) (1) the Merger and the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement). Notwithstanding anything to the contrary herein, in the event the Company Board validly makes an Adverse Recommendation Change in compliance with Section 6.03(b) of the Merger Agreement, the number of Subject Shares that are required to be voted (or as to which consents are required to be provided) pursuant to this Section 3(a) shall be reduced to a number representing 35% of the shares of Company Common Stock outstanding as of the record date for determining stockholders entitled to vote (or provide consent) with respect to any of the matters referenced herein. (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. During the period beginning on the date of this Agreement and ending on the earlier of (ax) The Stockholder the Effective Time, (y) the agreement of the parties hereto to terminate this Agreement, and (z) the termination of the Merger Agreement in accordance with its terms (the "Agreement Period"), the Shareholder hereby irrevocably and unconditionally agrees that, during the Support Period, that at any meeting (whether annual or special and each postponement, recess, adjournment whether or continuation thereofnot an adjourned or postponed meeting) of the Company’s stockholders at which any holders of the matters set forth in clause (ii) below is put to the vote of stockholders of the CompanyCompany Common Stock, however calledcalled (each, and a "Company Shareholders Meeting"), or in connection with any written consent of the Company’s stockholders with respect to any holders of the matters set forth in clause (ii) below, if applicableCompany Common Stock, the Stockholder shall Shareholder shall: (ia) appear be present, in person or represented by proxy, or otherwise cause the Shares to be counted for purposes of determining the presence of a quorum at such meeting or otherwise cause all of (to the Subject fullest extent that such Shares entitled to vote thereat, as applicable, to may be counted as present thereat for quorum purposes of calculating a quorum, and under applicable Law); (iib) vote (or cause to be voted) or deliver a written consent (or cause a written consent to be delivered) with respect to the Shares, in each case, to the fullest extent that such Shares are entitled to be voted (including at the time of any vote or action by proxy or written consent, if applicable) all the Subject Shares, : (Ai) in favor of the (“for”A) (1) the Merger approval and the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form and each of the consideration payable to other actions contemplated by the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, Merger Agreement; and (yB) reduce the amount without limitation of the Per Share Merger Consideration payable in respect of any Subject Shares preceding clause (other thanA), for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders Company Shareholders Meeting to a later date if there are not sufficient votes to approve the Merger or adopt for approval and adoption of the Merger Agreement (as it may have been amended or amended and restated in a manner for on the date on which the Stockholder Company Shareholders Meeting is obligated to vote in favor or consent to hereunderheld; and (ii) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1A) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal)agreement that would reasonably be expected to frustrate the purposes of, without regard to the terms of such Acquisition Proposalimpede, hinder, interfere with, or any of prevent or delay or adversely affect the consummation of, or dilute materially the benefits to Parent of, the transactions contemplated therebyby the Merger Agreement, (2B) any Takeover Proposal and any action in furtherance thereof, (C) any reorganization, recapitalization or proposal winding-up of the Company or any other extraordinary transaction involving the Company, or (D) any action, proposal, transaction or agreement that could would reasonably be expected to result in a breach of any covenant, representation or warranty, warranty or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder Shareholder under this Agreement, and (3) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit . Notwithstanding the timely consummation of the Merger or the fulfillment of Parent’sforegoing, the Company’s Shareholder shall have no obligation to vote in the manner provided in this Section 4 if Parent or Merger Sub’s conditions Sub shall have amended or modified the Offer or if Company shall have consented to Closing under the Merger Agreement or a change described in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (xSection 1.1(a)(i) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement in a manner adverse to the Shareholder (and other than any actions required extension of the Offer to the extent permitted in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement)) without obtaining the Shareholder's prior written consent. (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. During the time the Option Agreement is in effect, each Stockholder has severally (aand not jointly) The Stockholder hereby agrees that, during the Support Period, at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put agreed to the vote of stockholders of the Company, however called, and in connection with any written consent of the Company’s stockholders with respect to any of the matters set forth in clause (ii) below, if applicable, the Stockholder shall (i) appear at such meeting or otherwise cause all of the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, and legally and/or beneficially owned by such Stockholder (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all the Subject Shares, (Ai) in favor of (“for”) (1) the Merger, the Merger Agreement and the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (xii) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal agreement that could reasonably be expected to would result in a breach in any material respect of any covenant, representation or warranty, warranty or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3iii) against any action, proposal, transaction action or agreement that would reasonably be expected to materially impede, interfere withwith or attempt to discourage the Offer or the Merger. Each Stockholder also has severally (and not jointly) agreed that, delay, discourage, adversely affect if the Merger Agreement terminates solely by reason of the Company's exercise of its termination rights pursuant to Section 7.1(c)(1)(a) or inhibit the timely consummation (b) of the Merger Agreement and for so long as the Exercise Period has not ended, such Stockholder (i) will attend or otherwise participate in all stockholder meetings, or actions by written consent, (ii) shall not, without the prior written consent of the Parent or the fulfillment Offeror, vote any of Parent’ssuch Shares in favor of any actions requiring stockholder approval which are described in the covenant section of the Merger Agreement, and (iii) will vote such Stockholder's Shares and use its reasonable efforts as a stockholder to prevent the Company’s Company from taking certain actions prohibited in the Merger Agreement. The Stockholders have agreed that if during the Exercise Period any Stockholder breaches the voting agreements described above, such Stockholder shall be deemed to have granted Parent proxies to vote his or her Shares except that Parent shall not have the right to vote to reduce the Offer Price or the Merger Sub’s conditions Consideration or to Closing under amend or modify the Merger Agreement or change in any manner reduce the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets benefits of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of under the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of Offer or the Merger Agreement or reduce the obligations of Parent or Offeror thereunder. The Option Agreement provides that such proxies terminate if (and i) the Offer expires or terminates without any actions required Shares being purchased thereunder in furtherance thereof or otherwise expressly provided in this Agreement violation of the Offer or the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect toii) the Subject Shares Parent or the Offeror is in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance violation of the duties of the Stockholder under this Option Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. (a) The Stockholder hereby agrees thatFrom the date hereof until the earliest to occur of (x) the Effective Time, during (y) the Support Period, at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) termination of the Company’s stockholders at which any of Merger Agreement in accordance with its terms and (z) the matters set forth in clause (ii) below is put to entry without the vote of stockholders of the Company, however called, and in connection with any prior written consent of the Company’s stockholders with respect to such Shareholder into any amendment or modification of the matters set forth Merger Agreement which results in clause (ii) belowa decrease in, if applicableor change in the composition of, the Stockholder Merger Consideration (the “Support Period”), each Shareholder irrevocably and unconditionally agrees that at any shareholder meeting of FSC to approve the Merger Agreement or any adjournment or postponement thereof, such Shareholder shall be present (iin person or by proxy) appear at such meeting or otherwise cause all of the Subject Shares entitled to and shall vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicablevoted) all shares of FSC Common Stock beneficially owned by such Shareholder as of the Subject date hereof, together with all shares of FSC Common Stock over which such Shareholder may acquire beneficial ownership from time to time after the date hereof, in each case that are entitled to vote at such meeting (collectively, the “Owned Shares”), as follows: (Ai) in favor of (“for”) (1A) the Merger and the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon approval or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, Agreement and the transactions contemplated thereby (including any amended and restated Merger Agreement amendments or amendment to the Merger Agreement that does not (x) change the form modifications of the consideration payable to terms thereof approved by the holders board of shares directors of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments FSC and adopted in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Considerationthereof) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2B) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger Agreement and such adjournment or adopt postponement is in accordance with the Merger Agreement Agreement; and (as it may have been amended ii) against (A) any action or amended and restated in a manner for which agreement that would prevent, materially impede or materially delay the Stockholder is obligated to vote in favor or consent to hereunder) consummation of the transactions contemplated by the Merger Agreement, and (B) other than the transactions contemplated by the Merger Agreement, any proposal that relates to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposalproposal. (b) Each Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of FSC, to approve or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of the Company under adopt the Merger Agreement or of the Stockholder under unless this Agreement, Agreement shall have been terminated in accordance with its terms. (c) Each Shareholder represents and (3) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder warrants and covenants and agrees that, except for this Agreement, the Stockholder shall notsuch Shareholder (i) has not entered into, and shall not permit any Person under the Stockholder’s control, enter into during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Sharesthe Owned Shares and (ii) has not granted, (y) except as expressly set forth herein, grantand shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Owned Shares except any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect proxy to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate carry out the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the StockholderAgreement. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. (a) The From the date hereof until termination of this Agreement in accordance with Section 5.03, Stockholder hereby agrees thatagrees: (i) to vote or exercise its right to consent with respect to the Covered Shares that Stockholder is entitled to vote at the time of any vote or action by written consent in favor of any proposal (A) to adopt the Merger Agreement, during the Support Period, Merger and all agreements related to the Merger and any actions related thereto at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the Company, however calledand at any adjournment thereof, at which such Merger Agreement and in connection with other related agreements (or any written consent amended version thereof), or such other actions, are submitted for the consideration and vote of the Company’s stockholders with respect to any of the matters set forth in clause (ii) below, if applicable, the Stockholder shall (i) appear at such meeting or otherwise cause all of the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, Company and (iiB) vote or cause to be voted (including by proxy or written consent, if applicable) all the Subject Shares, (A) in favor of (“for”) (1) the Merger and the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve for adoption of the Merger or adopt Agreement; and (ii) that it will not vote any of the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote Covered Shares in favor of, or consent to hereunderto, and will vote against and not consent to, the approval of any (A) and Acquisition Proposal, (B) to the extent any such matter is formally submitted for a vote (reorganization, recapitalization, liquidation or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, subwinding-license, or other disposition of all or a material portion of the assets up of the Company or any other extraordinary transaction involving the Company other than the Merger or (C) corporate action the consummation of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, which would frustrate the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Sharespurposes, or (z) makeprevent or delay the consummation, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or transactions contemplated by the Merger Agreement). (b) Notwithstanding anything to the contrary herein, this Section 1.01 shall not require Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written exercise its right to consent during the term of this Agreement with respect to the Subject Covered Shares in accordance with Section 3(a) to amend the Merger Agreement or take any action that results or could result in the event the Stockholder fails to comply with his obligation under this Agreement amendment or attempts modification, or purports to vote (or provide consent with respect to) the Subject Shares a waiver of a provision therein, in any such case, in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure that decreases the performance amount or changes the form of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the StockholderMerger Consideration. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. (a) The Each Stockholder hereby agrees that, during from and after the Support Period, at any meeting (whether annual or special date hereof and each postponement, recess, adjournment or continuation thereof) until the earlier to occur of the Company’s stockholders at which any of the matters events set forth in clause (ii) below is put to Section 4.01, at every meeting of the vote of stockholders of the Company, however called, and at every adjournment thereof, and in connection with any written every action by consent of the Company’s stockholders with respect to any of the matters set forth in clause Company, such Stockholder shall, provided that such Stockholder has not received notice from Parent (iiwhich notice may be delivered at any such meeting) belowstating Parent’s intention to exercise the Proxy at such meeting, if applicable, the Stockholder shall (i) appear at any such meeting or otherwise cause all of the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating establishing a quorum, and shall vote or consent (ii) vote or cause to be voted or consented) such Stockholder’s Shares: (including by proxy or written consent, if applicable) all the Subject Shares, (Ai) in favor of (“for”) (1) the Merger approval and the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including the Merger and the other Transactions and otherwise in such manner as may be necessary to consummate the Merger; and (ii) except as otherwise agreed to in writing in advance by Parent, against any amended and restated Merger Agreement action, proposal, agreement or amendment to transaction, including, but not limited to, any Competing Transaction (other than the Merger Agreement that does not and the Merger), the purpose or effect of which would be to prevent, delay, postpone or materially adversely affect the Merger. In all other matters, the Shares shall be voted by and in a manner determined by such Stockholder. (xb) change If a Stockholder fails for any reason to vote such Stockholder’s Shares as required by Section 1.01(a), the form holder of the consideration payable Proxy (as defined below) shall have the right to the holders of shares of Company Common Stock upon the conversion of vote such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of Stockholder’s Shares at any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or any action by written consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against stockholders in accordance with Section 1.01(a) and the Proxy. The vote of a holder of the Proxy shall control in any conflict between a vote of such Stockholder’s Shares by a holder of the Proxy and a vote of such Stockholder’s Shares by such Stockholder with respect to the matters set forth in Section 1.01(a). (1c) Each Stockholder hereby agrees that such Stockholder shall not enter into any action agreement or proposal understanding with any person the effect of which would be inconsistent with or violative of any provision contained in favor of an Acquisition Proposal (including a Superior ProposalSection 1.01(a), without regard 1.01(b) or 1.02. (d) This Agreement shall only apply to actions taken by the terms undersigned in such Stockholder’s capacity as a Stockholder and no provision of this Agreement shall limit or otherwise restrict any Stockholder with respect to any act or omission that such Acquisition Proposal, Stockholder may undertake or any authorize in such Stockholder’s capacity as a director or officer of the transactions contemplated therebyCompany, (2) any action or proposal that could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, vote by the Stockholder in such Stockholder’s capacity as a merger, consolidation, amalgamation, plan director or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders officer of the Company with respect to the Transactions, other than any matter presented to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement)Board. (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. (a) The Stockholder hereby agrees that, during Until the Support PeriodExpiration Time, at any every meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any of the following matters set forth in clause are to be voted on (iiincluding any adjournment or postponement thereof) below is put to (including the vote of stockholders of the Company, however calledCompany Stockholders’ Meeting), and in connection with on any written consent action or approval of the Company’s stockholders by written consent with respect to any of the matters set forth in clause (ii) belowfollowing matters, if applicableeach Stockholder shall, the Stockholder shall (i) appear at prior to any such meeting or otherwise cause vote (including via proxy) all of such Stockholder’s Covered Shares (or cause the Subject Shares entitled holder of record on any applicable record date to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicablevia proxy) all the Subject of such Stockholder’s Covered Shares, ) (Aa) in favor of (“for”) (1) approval of the Merger Agreement and the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, ); and (2b) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1i) any action action, proposal, transaction or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard agreement that is intended to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal that could would reasonably be expected to result in a (1) any breach of any covenant, representation or warranty, warranty or any other obligation or agreement of the Company under the Merger Agreement or (2) any of the Stockholder under this Agreement, conditions set forth in Section 6.01 or Section 6.02 of the Merger Agreement not being satisfied and (3ii) any actionTakeover Proposal, proposalor any agreement, transaction or agreement other matter that is intended to, or would reasonably be expected to prevent, impede, interfere with, delay, discourage, or otherwise adversely affect or inhibit the timely consummation of the Merger or and the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under other transactions contemplated by the Merger Agreement (clauses (a) and (b), the “Covered Proposals”). Nothing contained in this Agreement shall require any Stockholder (or change in shall entitle any manner the voting rights proxy of any Stockholder) to convert, exercise or exchange any option, warrants or convertible securities in order to obtain any underlying shares of Company Common Stock. For the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme avoidance of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreementdoubt, the Stockholder shall not, and shall not permit any Person under retain at all times the right to vote the Stockholder’s controlCovered Shares in the Stockholder’s sole discretion, during the Support Periodand without any other limitation, to (x) enter into on any voting agreement or voting trust with respect to any Subject Shares, (y) except as matters other than those expressly set forth herein, grant, a proxy, consent in this Section 3.1 that are at any time or power of attorney with respect from time to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of time presented for consideration to the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement)generally. (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. During the period from the date hereof until the earliest of: (i) the termination of this Agreement in accordance with Section 7; (ii) the Effective Time; and (iii) the making of a Vitesse Adverse Recommendation Change by the Vitesse Board not in violation of the Arrangement Agreement, each Stockholder, in his capacity as such, irrevocably and unconditionally agrees with Company and Vitesse as follows: (a) The Stockholder hereby agrees that, during the Support Period, at At any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the CompanyVitesse, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the Company’s stockholders of Vitesse, such Stockholder shall, with respect to any of all Subject Shares that are outstanding and Beneficially Owned by such Stockholder, or his Affiliates which such Stockholder controls, on the matters set forth date in clause (ii) belowquestion and are entitled to count as present, if applicable, the Stockholder shall vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause all of the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, and ; and (ii) vote (or cause to be voted voted), in person or by proxy, or deliver (including by proxy or cause to be delivered) a written consent (which vote shall be cast or consent shall be given in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent, if applicable) covering all the such Subject Shares, Shares (A) in favor of (“for”) (1) granting the Merger Vitesse Stockholder Approval and any other actions presented to the stockholders of Vitesse that are necessary and desirable in connection with the Vitesse Stockholder Approval and the Arrangement Agreement, the Stock Issuance or any of the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Arrangement Agreement, including and (B) against (I) any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement Vitesse Acquisition Proposal or any increase other action, agreement or proposal made in the Per Share Merger Consideration) opposition to or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede in competition with the consummation of the Merger, and (2) the approval of Stock Issuance or any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve other transactions contemplated by the Merger or adopt the Merger Agreement Arrangement Agreement, (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1II) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal agreement that could reasonably be expected to would result in a breach of any covenant, representation or warranty, warranty or any other obligation or agreement of Vitesse contained in the Company under the Merger Arrangement Agreement or of the such Stockholder under contained in this Agreement, and (3III) any amendment of the certificate of incorporation or bylaws of Vitesse or any other action, proposal, transaction agreement or agreement proposal involving Vitesse that would reasonably be expected to in any manner impede, interfere withfrustrate, delay, discourage, adversely affect prevent or inhibit the timely consummation nullify any provision of the Merger or the fulfillment of Parent’sArrangement Agreement, the Company’s Stock Issuance or Merger Sub’s conditions to Closing under any of the Merger other transactions contemplated by the Arrangement Agreement or change in any manner the voting rights of any shares class of the Company capital stock of Vitesse. (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the b) Each Stockholder shall not, and shall not permit any Person under entity which such Stockholder directly or indirectly controls to deposit any of the Stockholder’s controlSubject Shares in a voting trust, during the Support Periodgrant any proxies, to (x) enter into any voting agreement consents or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power powers of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) subject any of the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder arrangement with respect to the Subject Shares. The power voting of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity any of the StockholderSubject Shares (including without limitation, any voting agreement or similar arrangement) other than agreements entered into with Vitesse. (c) In furtherance, and not Each Stockholder is entering into this Agreement solely in limitation his capacity as the Beneficial Owner of the foregoingSubject Shares and nothing herein is intended to or shall limit or affect any actions taken by any of such Stockholder’s designees or Affiliates or by such Stockholder himself or herself, during in each case to the Support Periodextent serving in his or her capacity as a director of Vitesse or a Subsidiary thereof. Notwithstanding anything to the contrary herein, an authorized Representative the taking of the Stockholder shall execute and deliver any actions (or cause the holders failures to act) by such Stockholder’s designees or Affiliates or by Stockholder himself or herself, in each case serving as a director of record to execute and deliver), promptly upon receipt (Vitesse and in any event within five Business Days after receipt thereof)such capacity as a director, any proxy card or voting instructions the Stockholder receives that are sent shall not be deemed to stockholders constitute a breach of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions)this Agreement. (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. (a) The Stockholder hereby agrees that, during the Support PeriodEach Seller agrees, at any every meeting (whether annual or special of the stockholders the Company, and each postponement, recess, at every adjournment or continuation postponement thereof) , and on every action or approval by written consent of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the Company, however called, and in connection with any to (i) vote all shares of capital stock of Purchaser that he then holds or for which it otherwise then has voting power (or deliver a written consent of the Company’s stockholders with respect to any of the matters set forth in clause (ii) below, if applicable, the Stockholder shall (i) appear at such meeting or otherwise cause all of the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all the Subject Shares, (Asame) in favor of (“for”) (1) the Merger and the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting matter recommended by Purchaser’s Board of Directors for which a separate series vote of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated therebyPreferred Stock would be required under applicable law, (2ii) approve any action or proposal Drag-Along Event and any matter that could reasonably be expected to result facilitate a Drag-Along Event, (iii) raise no objections to Drag-Along Event or the process pursuant to which the Drag-Along Event was arranged, (iv) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to a Drag-Along Event to which such rights would be available, and (v) enter into non-discriminatory agreements so that a Drag-Along Event can be effected on non-discriminatory terms, including without limitation instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents, provided that such agreements do not impose indemnification obligations on such Seller in a breach of any covenant, representation or warranty, or any other obligation or agreement excess of the Company under proceeds received by such Seller in the Merger Agreement Drag-Along Event and provided that such Seller is not responsible for making any representations or warranties to any third party outside of fundamental (as opposed to operational) representations related to such Seller’s ownership of the Stockholder under ownership interest. Except as specifically provided in this Agreement, and neither of the Sellers shall deposit any Purchaser Shares beneficially owned by them in a voting trust or subject any such shares to any arrangement or agreement with respect to their voting. (3b) For purposes hereof, “Drag-Along Event” shall mean any actionof the following, proposal, to the extent approved by the Board of Directors of Purchaser: (A) the acquisition of Purchaser by another person or entity by means of any transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation series of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company related transactions (including, without limitation, any extraordinary corporate transactionstock purchase, such as reorganization, merger or consolidation) (an “Acquisition”), (B) a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, subleaseassignment, exchangetransfer, license, sub-license, exclusive license or other disposition conveyance of all or a material portion substantially all of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject SharesPurchaser, or (zC) make, or in any manner participate in, directly or indirectly, an issuance of equity securities by Purchaser (to the extent that a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders separate series vote of the Company Preferred Stock is required), including any amendments to Purchaser’s certificate of incorporation and financing documents in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement)same. (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. Each Stockholder, by this Agreement, does hereby (a) The Stockholder hereby agrees that, during the Support Period, agree that at any annual, special, postponed or adjourned meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the Company, however called, and in connection with any written consent of Company it will cause the Company’s stockholders with respect to any of the matters set forth in clause (ii) below, if applicable, the Shares such Stockholder shall (i) appear at such meeting or otherwise cause all of the Subject Shares entitled to vote thereat, as applicable, beneficially owns to be counted as present (or absent if requested by Parent or Subsidiary) thereat for purposes of calculating establishing a quorum, quorum and to vote or consent and (iib) constitute and appoint Parent and Subsidiary, or any nominee thereof, with full power of substitution, during and for the term of this Agreement, as his true and lawful attorney and proxy for and in his or its name, place and stead, to vote all the Shares such Stockholder beneficially owns at the time of such vote, at any annual, special, postponed or cause adjourned meeting of the stockholders of the Company (and this appointment will include the right to be voted sign his or its name (including by proxy or written as stockholder) to any consent, if applicablecertificate or other document relating to the Company that the laws of the Commonwealth of Pennsylvania may require or permit), in the case of both (a) all the Subject Sharesand (b) above, (A1) in favor of approval and adoption of the Merger Agreement and approval and adoption of the Merger and the other transactions contemplated thereby, (“for”2) against any Acquisition Proposal, (13) against any action or agreement that would result in a breach in any respect of any covenant, agreement, representation or warranty of the Company under the Merger Agreement or this Agreement and (4) against any other action that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or adversely affect the Offer, the Merger and the other transactions contemplated by the Merger this Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given a proxy and power coupled with an interest, and each Stockholder declares that it is irrevocable until this Agreement shall terminate in accordance with its terms. Each Stockholder hereby revokes all and any other proxies with respect to secure the performance Shares that such Stockholder may have heretofore made or granted. For Shares as to which a Stockholder is the beneficial but not the record owner, such Stockholder shall use his or its reasonable best efforts to cause any record owner of such Shares to grant to Parent a proxy to the duties same effect as that contained herein. Each Stockholder hereby agrees to permit Parent and Subsidiary to publish and disclose in the Offer Documents and the Proxy Statement and related filings under the securities laws such Stockholder’s identity and ownership of Shares and the Stockholder nature of his or its commitments, arrangements and understandings under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of Notwithstanding the foregoing, during the Support PeriodTrust U/D/T 10/16/1984 FBO X. XxxXxxxx, an authorized Representative of the Stockholder shall execute Trust U/D/T 10/16/1984 FBO Stockton XxxXxxxx, T/U/D X.X. Xxxxxx III 10/16/1984 FBO Xxxxx Xxxxxxx, Trust U/D/T 10/16/1984 FBO X.X. Xxxxxxx, Trust U/D/T 10/09/1984 FBO M.B. Xxxxxxx, T/U/D X.X. Xxxxxx III 10/16/1984 FBO Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxx and deliver Xxxxxxxx Xxxxxxx (or cause the holders of record to execute and deliveras joint tenants), promptly upon receipt (Xxxxxx XxxXxxxx, Trust U/D/T 1/5/1987 FBO Xxxxxxx Xxxx, Trust U/D/T 4/1/1985 FBO Xxxxxxx Xxxx, Xxxxxxx Xxxxxxx, and in any event within five Business Days after receipt thereof), any proxy card or voting instructions Xxxxxxxx XxxXxxxx are not bound by the Stockholder receives that are sent to stockholders terms of the Company soliciting proxies with respect to any matter described in this Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions)7. (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. (a) The Stockholder hereby agrees that, during the Support Period, at At any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the Company, however called, and or at any adjournment thereof, or in connection with any written other circumstance in which the vote, consent or other approval of the Company’s stockholders with respect to any of the matters set forth Company is sought (in clause writing or otherwise), each Stockholder shall, and shall instruct any holder of record of such Stockholder's Covered Shares (iiexcept to the extent such Covered Shares have been tendered to Purchaser in the Offer) belowto, if applicable, the Stockholder shall (i) appear at each such meeting or otherwise cause all of the Subject such Stockholder's Covered Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, quorum and (ii) vote (or instruct to be voted), or execute and deliver a written consent (or cause a written consent to be voted (including by proxy or written consentexecuted and delivered) covering, if applicable) all the Subject Shares, such Covered Shares (A) in favor of adopting the Merger Agreement (“for”) (1) including for the purposes of this Section 2(a), as it may be modified or amended from time to time), and the approval of the Merger and each of the other transactions contemplated by the Merger Agreement (to the extent proposed to and this Agreement and any other matter that must be voted upon or consented to approved by the Company’s stockholders) and the adoption stockholders of the Merger Agreement, including any amended and restated Merger Agreement or amendment to Company in order for the transactions contemplated by the Merger Agreement that does not to be consummated, (xB) only as directed by Parent, the Purchaser or any Parent Subsidiary with respect to any Acquisition Proposal, (C) only as directed by Parent, the Purchaser or any Parent Subsidiary with respect to any change in the form business, management or Board of Directors of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other thanthan as directed by Parent, for the avoidance Purchaser or any Parent Subsidiary) and (D) only as directed by Parent, the Purchaser or any Parent Subsidiary with respect to any proposal, action or Contract that would (1) impede, frustrate, prevent or nullify any provision of doubtthis Agreement, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the other transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach in any respect of any covenant, representation or warrantyrepresentation, warranty or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3) result in any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent in Article VI or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption Annex I of the Merger Agreement (and not being fulfilled or satisfied. Each Stockholder shall not commit or agree to take any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner action inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. Until the termination of this Agreement in accordance with Section 5.04: (a) The Each Stockholder hereby agrees that, during the Support Period, that at any meeting (whether annual or special and each postponement, recess, adjournment whether or continuation thereofnot adjourned or postponed) of the Company’s stockholders at which any holders of the matters set forth in clause (ii) below is put to the vote of stockholders of the CompanyShares, however called, and or in connection with any written consent of the Company’s stockholders with respect to any holders of the matters set forth in clause (ii) belowShares, if applicable, the such Stockholder shall vote (i) appear at such meeting or otherwise cause all of the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted) or deliver a consent (or cause a consent to be delivered) with respect to (x) such Stockholder’s Existing Shares and (y) all Shares of which such Stockholder acquires beneficial ownership during the term of this Agreement (such Shares referred to in the foregoing clauses (x) and (y) (but only to the extent that such Stockholder has the unilateral right (or shared right, as contemplated by Section 2.04 and disclosed on Schedule 1.01) to vote such Shares), such Stockholder’s “Covered Shares”) to the fullest extent that such Covered Shares are entitled to be voted (including at the time of any vote or action by proxy or written consent, if applicable) all the Subject Shares, : (Ai) in favor of (“for”) (1) the Merger approval and the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not ; (xii) change the form without limitation of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares preceding clause (i), in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval favor of any proposal to adjourn or postpone such any meeting of the Company’s stockholders of the Company at which the matters described in the preceding clause (i) are submitted for the consideration and vote of the stockholders of the Company to a later date if there are not sufficient votes to approve for approval of such matters on the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for date on which the Stockholder meeting is obligated to vote in favor or consent to hereunderheld; and (iii) and against any (A) Company Acquisition Proposal, (B) to the extent any such matter is formally submitted for a vote (reorganization, recapitalization, liquidation or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, subwinding-license, or other disposition of all or a material portion of the assets up of the Company or any other extraordinary transaction involving the Company or (C) corporate action requiring the approval of the Company’s stockholders the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the transactions contemplated by the Merger Agreement. (b) Each Stockholder agrees to take all steps reasonably necessary such that all of its subsidiaries). The Stockholder covenants and agrees that, except or his Covered Shares are counted as present for this Agreement, the Stockholder shall not, and shall not permit purposes of any Person under the Stockholder’s control, during the Support Period, to (x) enter into quorum requirement at any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote duly called meeting of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and or any actions required in furtherance thereof adjournment or otherwise expressly provided in this Agreement or the Merger Agreementpostponement thereof). (bc) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminatedNotwithstanding Section 1.01(a), as his proxy and attorney-in-factin the event of an Adverse Company Recommendation Change in response to an Intervening Event, with full power the obligation of substitution and resubstitution, each Stockholder to vote its or act by written his Covered Shares in the manner set forth in Section 1.01(a) shall be modified such that: (i) such Stockholder shall vote (or cause to be voted) or deliver a consent during the term of this Agreement (or cause a consent to be delivered) with respect to a number of its or his Covered Shares (excluding Covered Shares subject to options, warrants, rights or convertible securities) equal to the Subject number of Shares set forth opposite such Stockholder’s name under the heading “Locked-Up Covered Shares” on Schedule 1.01 in the manner set forth in Section 1.01(a); and (ii) such Stockholder shall vote (or cause to be voted) or deliver a consent (or cause a consent to be delivered) with respect to all of its or his remaining Covered Shares in accordance with a manner deemed appropriate by such Stockholder in its or his sole discretion. Except as set forth in this Section 3(a1.01(c) in the event the Stockholder fails and subject to comply with his obligation under Section 5.07, for so long as this Agreement or attempts or purports is in effect the obligations of each Stockholder contained in this Article 1 shall not be affected by any Adverse Company Recommendation Change. (d) Notwithstanding the foregoing, Stockholder shall remain free to vote (or provide consent execute consents or proxies with respect to) the Subject Covered Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described not covered by this Section 1.01 in Section 3(a)any manner such Stockholder deems appropriate, which shall provided that such vote (or execution of consents or proxies with respect thereto) would not reasonably be voted in expected to adversely affect, or prevent or delay the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) consummation of, the Merger. For purposes of this Agreement, “beneficial ownership” of any security by any Person means “beneficial ownership” of such execution and delivery of security as determined pursuant to Rule 13d-3 under the 1934 Act, including all securities as to which such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate Person has the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stockacquire, without regard to the 60-day period set forth in such rule. The terms “beneficially owned” and “beneficial owner” shall have correlative meanings.

Voting Agreement. (a) The Stockholder hereby agrees that, during the Support Period, at At any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the Company, however called, and at any adjournment or postponement thereof, or in connection with any written other circumstance in which the vote, consent or other approval of the Company’s stockholders with respect to any of the matters set forth in clause Company is sought, including the Company Stockholder Meeting (iieach, a “Stockholder Meeting”), Stockholder shall, and shall cause any other holder of record of Covered Shares, to (including by delivery to the Company of a duly executed proxy card) below, if applicable, the Stockholder shall (ix) appear at each such meeting or otherwise cause all of the Subject Covered Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, quorum and (iiy) vote (or cause to be voted voted), or execute and deliver a written consent (including by proxy or cause a written consentconsent to be executed and delivered) covering, if applicable) all the Subject Covered Shares, : (Aa) in favor of (“for”) (1) adopting the Merger Agreement and each of the other transactions contemplated by the Merger Agreement (to Agreement, including the extent proposed to be voted upon or consented to execution and delivery by the Company’s stockholders) and the adoption Company of the Merger AgreementAgreement and the approval of the terms thereof, including any amended the Merger and restated each of the other actions contemplated by the Merger Agreement and this Agreement; (b) in favor of any adjournment or amendment postponement recommended by the Company with respect to any Stockholder Meeting with respect to the Merger Agreement and the Merger; (c) against any Alternative Acquisition Proposal or any proposal relating to an Alternative Acquisition Proposal; (d) against any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries; and (e) against any proposal, action or agreement that does not would reasonably be expected to (xA) change impede, interfere with, delay, discourage, adversely affect, frustrate, prevent or nullify any provision of this Agreement, the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in Merger Agreement or the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach in any respect of any covenant, representation or warrantyrepresentation, warranty or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3C) result in any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit of the timely consummation conditions set forth in Section 2.2 of the Merger Agreement not being fulfilled or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under (D) except as expressly contemplated by the Merger Agreement or Agreement, change in any manner the dividend policy or capitalization of, including the voting rights of any shares class of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreementcapital stock of, the Company. Stockholder shall notnot commit or agree to take any action inconsistent with this Section 2 and any attempt by Stockholder to vote, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement consent or voting trust express dissent with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided to utilize the voting power of) the Covered Shares in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term contravention of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder 2 shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, null and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholdervoid ab initio. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. (a) The Stockholder Sponsor hereby unconditionally and irrevocably agrees that, that during the Support Periodperiod from the date hereof through the Termination Date as determined in accordance with Section 24, at the BCAC Stockholders’ Meeting or at any other meeting of the stockholders of BCAC (whether annual or special and each postponementwhether or not an adjourned or postponed meeting, recess, however called and including any adjournment or continuation postponement thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the Company, however called, and in connection with any action by written consent of the Company’s stockholders with respect to any of BCAC requested by the matters set forth in clause (ii) below, if applicableBCAC Board or undertaken as contemplated by the Transactions, the Stockholder shall Sponsor shall: (ia) when such meeting is held, appear at such meeting or otherwise cause all shares of BCAC Common Stock or any other voting securities of BCAC which it holds, owns or is entitled to vote, whether as shares or as a constituent part of a unit of securities and whether owned as of the Subject Shares entitled to vote thereat, as applicabledate of or later acquired (the “Sponsor Shares”), to be counted as present thereat for purposes the purpose of calculating establishing a quorum, and ; (iib) vote (or execute and return an action by written consent), or cause to be voted at such meeting (including by proxy or written consentvalidly execute and return and cause such consent to be granted with respect to), if applicable) all of the Subject Shares, (A) Sponsor Shares in favor of (“for”i) (1) the approval and adoption of the BCA and approval of the Merger and the all other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, BCA and (2ii) the approval of against any proposal to adjourn action, agreement or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action transaction or proposal that could reasonably be expected to would result in a breach of any covenant, representation or warranty, warranty or any other obligation or agreement of the Company BCAC under the Merger Agreement BCA or of the Stockholder under this Agreement, and (3) any action, proposal, transaction or agreement that would reasonably be expected to result in the failure of the Merger from being consummated and (iii) each of the proposals and any other matters necessary or reasonably requested by BCAC for consummation of the Merger and the other transactions contemplated by the BCA; and (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Shares against (i) any Business Combination Proposal other than with the Company and (ii) any other action that would reasonably be expected to (x) materially impede, interfere with, delay, discourage, postpone or adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of other transactions contemplated by the Company Governing DocumentsBCA, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth hereinresult in a breach of any covenant, grant, a proxy, consent representation or power of attorney with respect to any Subject Shares, warranty or (z) make, other obligation or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders agreement of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided Sponsor contained in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. (a) The Stockholder Subject to Section 5.02 and Section 1.01(c), Shareholder hereby irrevocably and unconditionally agrees that, during the Support Periodto, at the Parent Stockholder Meeting and at any other meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the CompanyParent, however called, and in connection with including any written consent of the Company’s stockholders with respect to any of the matters set forth in clause (ii) belowpostponement or adjournment thereof, if applicable, the Stockholder shall (i) appear at each such meeting or otherwise cause all of the Subject Covered Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, quorum and (ii) vote (or cause to be voted voted, in person or by proxy) with respect to all of the Covered Shares that Shareholder is entitled to vote thereon or consent thereto at the time of any vote: (including by proxy or written consent, if applicable) all the Subject Shares, (Ai) in favor of any proposal to (“for”A) (1) approve the issuance of shares of Parent Common Stock in connection with the Merger and (B) adopt the other transactions contemplated by amendment to Parent’s certificate of incorporation in the Merger Agreement form set forth on Schedule B hereto (to the extent proposed to be voted upon or consented to by the Company’s stockholdersproposals in (A) and (B) collectively, the adoption “Transaction Proposals”); and (ii) against the approval of any (A) Parent Acquisition Proposal or Parent Superior Proposal or (B) corporate action the consummation of which would prevent or materially delay the consummation of the Merger Agreement, including any amended and restated Merger Agreement Transactions or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares result in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect a material breach of any Subject Shares (covenant, representation or warranty or any other than, for the avoidance obligation or agreement of doubt, adjustments Parent contained in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or Shareholder in this Agreement. (b) Subject to Section 5.02, Shareholder shall take any additional conditions or obligations that would prevent or substantially impede other action reasonably requested by the consummation Company in furtherance of the Mergerforegoing, and (2) the approval including, without limitation, voting in favor of any proposal to adjourn or postpone such any meeting of the Company’s stockholders of Parent at which any of the foregoing matters in Section 1.01(i) are submitted for consideration and vote of the stockholders of Parent to a later date if there are not a quorum or sufficient votes to approve for approval of such matters on the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for date on which the Stockholder meeting is obligated held to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or upon any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholderthese matters. (c) In furtheranceNotwithstanding anything to the contrary contained in this Agreement, in the event of a Parent Adverse Recommendation Change involving or related to a Parent Intervening Event, Shareholder irrevocably and not in limitation unconditionally agrees to, at the Parent Stockholder Meeting and at any other meeting of the foregoingstockholders of Parent, during however called, including any postponement or adjournment thereof, (i) appear at each such meeting or otherwise cause the Support Period, an authorized Representative Covered Shares to be counted as present thereat for purposes of the Stockholder shall execute calculating a quorum and deliver (ii) vote (or cause the holders of record to execute and deliver)be voted, promptly upon receipt (and in person or by proxy) on any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies Transaction Proposal with respect to all of the Covered Shares that Shareholder is entitled to vote thereon or consent thereto at the time of any matter described in Section 3(a), which shall be voted vote in the manner described in Section 3(a) (with Parent to be promptly notified (same proportion as the votes cast by all shares of Common Stock not beneficially owned by the Shareholder on such Transaction Proposal, and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement Shareholder shall obligate the Stockholder to exercise any option or not have any other right obligations with respect to acquire any shares of Company Common Stockthis Section 1.01.

Voting Agreement. From the date of this Agreement until the Limitation Expiration Date, the Investors shall (aand shall cause their Affiliates to) The Stockholder hereby agrees thatvote, during or cause to be voted, exercise their rights to consent (or cause their rights to consent to be exercised), or take action (or omit to take any action) with respect to all Voting Securities owned by them (and which are entitled to vote on such matters) in the Support Period, at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) aggregate in excess of 18% of the Company’s stockholders at which any shares of Voting Securities then outstanding (calculated on an as-converted basis) (the “Voting Threshold”) as of the matters set forth in clause (ii) below is put to record date for the vote determination of stockholders of the CompanyCompany entitled to vote or consent to such matter, however called, and in connection with any written consent of the Company’s stockholders with respect to any each matter on which stockholders of the matters set forth in clause (ii) below, if applicable, the Stockholder shall (i) appear at such meeting or otherwise cause all of the Subject Shares Company are entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted consent (including by proxy or written consentthe election of directors to the Company Board), if applicable) all so as to cause such shares of Voting Securities to reflect the Subject Shares, voting results (A) in favor of (with respect to shares voted “for”, shares voted “against”, shares “abstained”, shares “withheld”, broker nonvotes and shares not present at the meeting for quorum purposes) (1) the Merger and the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form shares of Voting Securities held by stockholders who beneficially own less than 18% of the consideration payable to the holders of shares of Company Common Stock upon Voting Securities then outstanding (calculated on an as-converted basis). Upon the conversion failure of such shares any Investor to vote its Voting Securities beneficially owned in the Merger, (y) reduce the amount excess of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments Voting Threshold in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Mergerthis Section 12.4, and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) Investor hereby grants to the extent any such matter is formally submitted for Company a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law all shares of Voting Securities beneficially owned in excess of the Voting Threshold by such Investor, which proxy shall be irrevocable until the Limitation Expiration Date, to support an irrevocable proxyvote, and shall revoke or cause to be voted, to exercise their rights to consent (or cause their rights to consent to be exercised), or to take action (or omit to take any and all prior proxies granted by the Stockholder action) with respect to the Subject Shares. The power all such shares of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted Voting Securities in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement Section 12.4. It is agreed and understood that monetary damages would not adequately compensate the Company for the breach of this Section 12.4 by any Investor, that this Section 12.4 shall obligate be specifically enforceable, and that any breach or threatened breach of this Section 12.4 shall be the Stockholder to exercise proper subject of a temporary or permanent injunction or restraining order. Further, each Investor hereby waives any option claim or any other right to acquire any shares of Company Common Stockdefense that there is an adequate remedy at law for such breach or threatened breach.

Voting Agreement. (a) The Stockholder hereby irrevocably and unconditionally covenants and agrees that, that during the Support PeriodVoting Period (as defined below), at any meeting of the stockholders of Parent (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the Companyspecial), however called, and or at any adjournment or postponement thereof or in connection with any other circumstances (including an action by written consent of the Company’s stockholders with respect to any of the matters set forth in clause (iiconsent) below, if applicableupon which a vote or other approval is sought, the Stockholder shall (i) when a meeting is held, appear at such meeting or otherwise cause all of the Subject Covered Shares entitled as to which the Stockholder controls the right to vote thereat, as applicable, to be counted as present thereat for purposes the purpose of calculating establishing a quorumquorum and respond to any other request by Parent for written consent, and (ii) vote (or cause to be voted (including voted) in person or by proxy or written consent, if applicable) all the Subject Shares, Covered Shares as to which the Stockholder controls the right to vote (A) in favor of the Charter Amendment and the Stock Issuance, (“for”B) (1) in favor of the approval of any other matter to be approved by the stockholders of Parent to facilitate the Charter Amendment, the Stock Issuance, and the transactions contemplated by the Merger and Agreement, as the Merger Agreement may be modified or amended from time to time in a manner not adverse to the Stockholder, (C) against any amendment of Parent’s articles of incorporation or by-laws other than as permitted by the Merger Agreement, (D) against any other proposal, action or transaction involving Parent or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent or nullify the Merger Agreement, the Parent Stockholder Approvals, the Merger or any of the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares class of the Company Parent’s capital stock, and (including, without limitation, E) against any extraordinary corporate transactiondividend, such as a merger, consolidation, amalgamation, plan distribution or scheme recapitalization by Parent or change in the capital structure of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to Parent (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than pursuant to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or as permitted by the Merger Agreement). (b) Stockholder hereby appoints Parent . For the purposes of this Agreement, “Voting Period” shall mean the period commencing on the date hereof and ending immediately prior to any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term termination of this Agreement with respect to the Subject Shares in accordance with its terms pursuant to Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement5.1 hereof. The Stockholder shall further agrees not to commit or agree to take such further any action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled inconsistent with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

Voting Agreement. (a) The Stockholder Each Shareholder hereby agrees that, during from the Support date of this Agreement until the earlier of (x) the Effective Time and (y) the termination of this Agreement (the “Voting Period”), at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any shareholders of the matters set forth Company or in clause (ii) below is put to any action by written consent of the vote of stockholders shareholders of the Company, however called, and in connection with any written consent of the Company’s stockholders with respect to any of the matters set forth in clause such Shareholder shall vote (ii) below, if applicable, the Stockholder shall (i) appear at such meeting or otherwise cause all of the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicablevoted) all the Subject of its Shares, : (Aa) in favor of (“for”) (1) approval and adoption of the Bye-Law Amendment, the Agreement and Plan of Merger, the Merger Agreement and the Merger, and the other transactions contemplated by the Merger Agreement thereby; (to the extent proposed to be voted upon or consented to by b) in favor of adoption of any proposal in respect of which the Company’s stockholdersBoard of Directors has (i) and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment determined is designed to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede facilitate the consummation of the Merger, (ii) disclosed the determination described in clause (i) in the Joint Proxy Statement/Prospectus, Other Company Filings or other written materials disseminated to all of the shareholders of the Company and (2iii) recommended to be adopted by the approval of any proposal to adjourn or postpone such meeting shareholders of the Company’s stockholders ; (c) against any action or agreement that has or would be reasonably likely to a later date if there are not sufficient votes result in any conditions to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, obligations under Article VI of the Agreement and Plan of Merger not being fulfilled; (d) against any Takeover Proposal; and (1e) against any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard amendments to the terms memorandum of such Acquisition Proposalassociation or bye-laws of the Company or other action, agreement, proposal or transaction involving the Company or any of the transactions contemplated thereby, (2) its Subsidiaries that in any action or proposal that could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3) any action, proposal, transaction or agreement that manner would reasonably be expected to materially impede, interfere with, delay, discourage, postpone or adversely affect or inhibit the timely consummation of the Merger or the fulfillment other transactions contemplated by the Agreement and Plan of Parent’sMerger or change, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner manner, the voting rights of any class of shares of the Company; provided, that, if such Shareholder’s proxy has been granted to the Company under Section 4.2 (including, without limitation, any extraordinary corporate transactionand such proxy remains effective in accordance therewith), such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for Shareholder shall have no obligations under this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company Section 4.1 with respect to the Transactions, other than to recommend that meeting of the stockholders shareholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at for which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions)has been granted. (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.