Common use of Voting Agreement Clause in Contracts

Voting Agreement. Beginning on the date hereof until the Expiration Date, each Stockholder hereby irrevocably and unconditionally agrees that at any meeting of the stockholders of the Company, however called, and at any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (a) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) vote (or cause to be voted), in person or by proxy, all Subject Shares that such Stockholder is entitled to vote at the time of any vote (i) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, and (iii) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation of such Stockholder contained in this Agreement, or (5) any change in the membership of the Company Board, unless approved by Parent.

Voting Agreement. Beginning on Stockholder agrees that, during the period from the date hereof until of this Voting Agreement through the Expiration Date, each Stockholder hereby irrevocably and unconditionally agrees that : (a) at any meeting of the stockholders of the CompanyTarget, however called, and at any adjournment thereof, at which the Merger Agreement (adjournments or any amended version thereof) or the Transactions, are submitted for the consideration and vote postponements of the stockholders of the Companysuch meeting, or in any other circumstance in circumstances upon which the vote a vote, consent or other approval of the from stockholders of the Company Target is sought, each Stockholder shall, in each case to shall vote or shall cause all outstanding shares of Target Common Stock that are Owned by Stockholder as of the fullest extent that its Subject Shares are entitled to vote thereon, (a) appear at record date fixed for such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) vote (or cause to be voted), in person or by proxy, all Subject Shares that such Stockholder is entitled to vote at the time of any vote : (i) in favor of the approval and adoption (as applicable) of the Merger Agreement and any in favor of each of the other actions related thereto, contemplated by the Merger Agreement; and (ii) in favor of any proposal to adjourn a meeting of against the stockholders of the Company to solicit additional proxies in favor of the approval and adoption following actions (as applicable) of other than the Merger Agreement and the other transactions contemplated by the Merger Agreement): (A) any actions related theretoextraordinary corporate transaction, and such as a merger, consolidation or other business combination involving Target; (iiiB) against any sale, lease or transfer of a material amount of assets of Target (1other than in the ordinary course of business); (C) Acquisition Proposal, (2) any reorganization, recapitalization, dissolution or liquidation of any of Target; (D) any removal of or winding-up change in a majority of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation board of which would reasonably be expected to prevent or delay the consummation directors of Target as constituted as of the Transactions, date hereof; (4E) any action or agreement that would reasonably be expected amendment to result in a material breach or violation Target's certificate of any covenant, representation or warranty or any other obligation of such Stockholder contained in this Agreement, or incorporation; (5F) any material change in the membership capitalization of Target or Target's corporate structure or the voting rights of any class of Target's capital stock; and (G) any other action that is inconsistent with the Merger or that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the Company Boardother transactions contemplated by the Merger Agreement or this Voting Agreement; (b) in the event written consents are solicited or otherwise sought from stockholders of Target with respect to the adoption of the Merger Agreement, unless approved with respect to the approval of the Merger or with respect to any of the other actions contemplated by Parentthe Merger Agreement, Stockholder shall cause to be executed, with respect to all outstanding shares of Target Common Stock that are Owned by Stockholder as of the record date fixed for the consent to the proposed action, a written consent or written consents to such proposed action; and (c) in the event written consents are solicited or otherwise sought from stockholders of Target with respect to any of the matters referred to in clauses "(A)" through "(G)" of clause "(ii)" of paragraph " (a) of this Section 3.1, Stockholder shall cause to be executed, with respect to all outstanding shares of Target Common Stock that are Owned by Stockholder as of the record date fixed for the consent to the proposed action, a written consent or written consents against such proposed action.

Voting Agreement. Beginning on During the date hereof until the Expiration DateTerm (as defined below), each Stockholder hereby Stockholder, in its capacity as such, irrevocably and unconditionally agrees that at with Parent as follows: (a) At any meeting of the stockholders of the CompanyParent, however called, and at including any adjournment or postponement thereof, at which the Merger Agreement (or and in connection with any amended version thereof) or the Transactions, are submitted for the consideration and vote action proposed to be taken by written consent of the stockholders of the CompanyParent, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each such Stockholder shall, with respect to all Shares that are outstanding and Beneficially Owned by such Stockholder, or its Affiliates which such Stockholder controls, on the date in each case to the fullest extent that its Subject Shares question and are entitled to count as present, vote thereon, thereon or consent thereto: (ai) appear at each such meeting or otherwise cause its Subject the Shares to be counted as present thereat for purposes of calculating a quorum, ; and (bii) vote (or cause to be voted), in person or by proxy, or deliver (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) covering, all Subject such Shares that such Stockholder is entitled to vote at the time of any vote (iA) in favor of any proposal presented to the approval stockholders with a recommendation by the board of directors of Parent (the “Parent Board”) to vote in favor of such proposal and adoption in favor of any Parent Board candidate nominated by the Parent Board, (B) against any proposal presented to the stockholders with a Parent Board’s recommendation to vote against such proposal, (C) against any Parent Board candidate not nominated or recommended by the Parent Board, and (D) in favor of any proposal presented to the stockholders with respect to any action of Parent, which the Parent Board has approved, but as applicable) to which the Parent Board has not made any recommendation, including, without limiting any of the Merger Agreement and any actions related theretoforegoing obligations, (ii) in favor of any proposal to adjourn a or postpone any meeting of the Parent’s stockholders at which any of the Company foregoing matters requiring such Stockholder’s approval are submitted for consideration and vote of Parent’s stockholders to solicit additional proxies in favor a later date if there are not sufficient votes for approval of such matters on the date on which the meeting is held to vote upon any of the approval foregoing matters requiring stockholders approval. (b) Each Stockholder shall not, and adoption (as applicable) shall not permit any entity which such Stockholder directly or indirectly controls to deposit any of the Merger Agreement and Shares in a voting trust, grant any actions related theretoproxies, and (iii) against consents or powers of attorney with respect to the Shares or subject any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-up of the Company or Shares to any other extraordinary transaction involving arrangement with respect to the Company, (3) action or agreement the consummation voting of which would reasonably be expected to prevent or delay the consummation any of the TransactionsShares (including without limitation, (4any voting agreement or similar arrangement) any action or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation of such Stockholder contained in this Agreement, or (5) any change in the membership of the Company Board, unless approved by than agreements entered into with Parent.

Voting Agreement. Beginning on Subject to the date hereof until terms of this Agreement, Stockholder agrees that, during the Expiration DateSupport Period (as defined in Section 6.11 below), each Stockholder hereby irrevocably and unconditionally agrees that at any every meeting of the stockholders of the Company, however called, with respect to any of the following, and at any every adjournment or postponement thereof, at which the Merger Agreement (and on every action or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval proposed to be taken by written consent of the stockholders of the Company is soughtwith respect to any of the following, each Stockholder shallshall appear at such meeting (in person or by proxy) or otherwise cause the Subject Shares to be counted as present for purposes of calculating a quorum and shall vote (or cause to be voted) or deliver a written consent (or cause a written consent to be delivered) covering all of the Subject Shares, in each case to the fullest extent that its such Subject Shares are entitled to vote thereon, vote: (a) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) vote (or cause to be voted), in person or by proxy, all Subject Shares that such Stockholder is entitled to vote at the time of any vote (i) in favor of (i) the adoption and approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, all the Transactions (if applicable) and (ii) in favor of any proposal to adjourn a or postpone the meeting of the stockholders of the Company to solicit additional proxies in favor of a later date if there are not sufficient votes for the adoption and approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, and the Transactions (iiiif applicable); (b) against (i) any action, proposal, or agreement that would (1or would reasonably be expected to) Acquisition Proposalprevent, impede, interfere with, delay, postpone or adversely affect the Merger Agreement or the Transactions, in each case in any material respect, (2ii) reorganization, recapitalization, liquidation or winding-up any change in the present capitalization of the Company or any other extraordinary transaction involving amendment of the certificate of incorporation of the Company, or (3iii) action or agreement any Acquisition Proposal; and (c) in favor of any other matter expressly contemplated by the consummation of which would reasonably be expected to prevent or delay the Merger Agreement and necessary for consummation of the Transactions, (4) which is considered at any action or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation of such Stockholder contained in this Agreement, or (5) any change in the membership meeting of the Company Board, unless approved by Parentstockholders of the Company.

Voting Agreement. Beginning on From the date hereof until the Expiration Datetermination of this Agreement in accordance with Section 5.04, Stockholder shall (x) appear at each meeting (whether annual or special and each adjourned or postponed meeting and including the Company Stockholder hereby irrevocably and unconditionally agrees that at any meeting Meeting) of the stockholders of Company concerning proposals related to the CompanyMergers, Merger Agreement, any Acquisition Proposal or any other transaction contemplated by the Merger Agreement or at which any matter set forth in this Section 1.01 is being considered, however called, and at any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders otherwise cause all of the Company is sought, each Common Stock owned (whether beneficially or of record) by Stockholder shall, in each case to as of the fullest extent that its Subject Shares are entitled to vote thereon, date hereof and any New Company Common Stock (aas defined below) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent in lieu of such meeting, if any, and (by) vote (or cause to be votedvoted (including by proxy or written consent, if applicable, with respect to) all Company Common Stock (including any shares of Company Common Stock that Stockholder purchases or with respect to which Stockholder otherwise acquires record or beneficial ownership after the date of this Agreement and prior to the termination of this Agreement, in each case, to the extent Stockholder has sole voting power over such purchased or acquired Company Common Stock (the “New Company Common Stock”)) owned (whether beneficially or of record) at such time by Stockholder: (a) with respect to each meeting at which a vote of Stockholder on the Required Company Stockholder Approval is requested (a “Merger Proposal”), in person or by proxyfavor of such Merger Proposal (and, all Subject Shares in the event that such Stockholder Merger Proposal is entitled to vote at the time of any vote (i) presented as more than one proposal, in favor of the approval each proposal that is part of such Merger Proposal), and adoption (as applicable) of the Merger Agreement and any actions related thereto, (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of other transactions or matters expressly contemplated by the Merger Agreement and any actions related thereto, and Agreement; (iiib) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-up of the Company Proposal or any other extraordinary transaction involving the Companytransaction, (3) proposal, agreement or action that would or agreement the consummation of which would reasonably be expected to (i) prevent or delay the consummation of the Transactions, including the Mergers, or (4ii) any action or agreement that would reasonably be expected to result in a breach in any material breach or violation respect of any covenant, representation or warranty or any other obligation or agreement of such the Company contained in the Merger Agreement, or of Stockholder contained in this Agreement, or ; and (5c) in favor of any change in other matter necessary to the membership consummation of the Company Boardtransactions contemplated by the Merger Agreement, unless approved by Parentincluding the Mergers (clauses (a) through (c) of this Section 1.01, the “Required Votes”).

Voting Agreement. Beginning on (a) From the date hereof until the Expiration DateDate (the “Support Period”), each the Stockholder hereby irrevocably and unconditionally hereby agrees that at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the stockholders of the Company, however called, and at in connection with any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote written consent of the stockholders holders of Series A Preferred Shares requested by the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, : (ai) appear at such meeting or otherwise cause its Subject all of the Existing Shares and all other voting securities of the Company over which the Stockholder (A) has acquired beneficial or record ownership after the date hereof or (B) otherwise has the power to vote or direct the voting of (including any Series A Preferred Shares or other voting securities of the Company acquired by means of purchase, dividend or distribution, or the conversion of any convertible securities, or pursuant to any other derivative securities or otherwise over which the Stockholder has the power to vote) (together with the Existing Shares, collectively, the “Shares”), which the Stockholder owns or controls as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum, ; and (bii) vote (or cause to be voted)voted (including by proxy or execution of a consent, in person or by proxy, as applicable) all Subject such Shares that such Stockholder is entitled to vote at the time of any vote (iA) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related theretoCompany Charter Amendment, (iiB) in favor of any proposal to adjourn a or postpone such meeting of the stockholders of the Company to solicit additional proxies a later date if such adjournment or postponement is proposed in favor compliance with the provisions of the approval and adoption (as applicableSection 6.4(a) of the Merger Agreement and any actions related thereto, and (iiiC) against any (1) Acquisition Proposalaction, (2) reorganizationproposal, recapitalizationtransaction, liquidation agreement or winding-up amendment of the Restated Company Certificate of Incorporation, in each case of this clause (C), for which the Stockholder has received prior notice from either Parent or any other extraordinary transaction involving the CompanyCompany that it reasonably expects that such action, proposal, transaction, agreement or amendment would (3x) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation or agreement of such the Company contained in the Merger Agreement, or of the Stockholder contained in this Agreement, or (5y) prevent, impede, interfere with, delay, postpone, or adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger. (b) For the avoidance of doubt, the foregoing commitments apply to any change Shares held by any trust, limited partnership or other entity directly or indirectly holding Shares for which the Stockholder serves as a partner, stockholder, trustee or in a similar capacity so long as, and to the extent, the Stockholder exercises voting control over such Shares. To the extent the Stockholder does not have sole control of the voting determinations of such entity, the Stockholder agrees to exercise all voting rights or other voting determination rights the Stockholder has in such entity to carry out the intent and purposes of the Stockholder’s support and voting obligations in this paragraph and otherwise set forth in this Agreement. (c) The Stockholder represents, covenants and agrees that, (i) except for this Agreement, the Stockholder has not entered into, and shall not enter into during the Support Period, any commitment, agreement, understanding or other similar arrangement with any person to vote or give instructions in any manner with respect to any Shares, including any voting agreement or voting trust, and (ii) except as expressly set forth herein, the Stockholder has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to any Shares. The Stockholder agrees not to enter into any agreement or commitment with any person the effect of which would violate, or frustrate the intent of, the provisions of this Agreement applicable to the Stockholder. (d) In furtherance and not in limitation of the foregoing, but only in the membership event and in each case that the Stockholder fails to be counted as present or fails to vote all of the Stockholder’s Shares in accordance with this Agreement, until the Expiration Date, the Stockholder hereby appoints Rxxxx Xxxx, for so long as she serves as Chief Legal Officer of the Company, or any other person acting as Chief Legal Officer of the Company Boardand any designee thereof, unless approved and each of them individually, as the Stockholder’s proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by Parentwritten consent (and to instruct nominees or record holders to vote or act by written consent) during the Support Period with respect to any and all of the Stockholder’s Shares in accordance with this Section 3. This proxy and power of attorney are given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby agrees that this proxy and power of attorney granted by the Stockholder shall be irrevocable until the Expiration Date, shall be deemed to be coupled with an interest sufficient under applicable Law to support an irrevocable proxy and shall revoke any and all prior proxies granted by the Stockholder with respect to any Shares regarding the matters set forth in this Section 3. 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.

Voting Agreement. Beginning on From the date hereof until the Expiration DateDate (the “Support Period”), each Stockholder hereby irrevocably and unconditionally hereby agrees that at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the stockholders of the CompanyCompany Stockholders, however called, and at in connection with any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders written consent of the Company is soughtStockholders, each such Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, : (a) appear at such meeting or otherwise cause its Subject all of the Existing Shares and all other shares of Voting Stock or voting securities of the Company over which he, she or it has acquired beneficial or record ownership after the date hereof or otherwise has the power to vote or direct the voting of (including any shares of Voting Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Voting Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities or otherwise over which he, she or it has the power to vote) (together with the Existing Shares, collectively, the “Shares”), which he, she or it owns or controls as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum, ; and (b) vote (or cause to be voted)voted (including by proxy or written consent, in person or by proxy, if applicable) all Subject such Shares that such Stockholder is entitled to vote at the time of any vote (i) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related theretothe approval of the transactions contemplated thereby, including the Merger, (ii) in favor of any proposal to adjourn a or postpone such meeting of the stockholders Company Stockholders to a later date if such adjournment or postponement is proposed in compliance with the provisions of the Company to solicit additional proxies in favor of the approval and adoption (as applicableSection 5.7(e) of the Merger Agreement and any actions related theretoAgreement, and (iii) against any action or proposal in favor of any Alternative Company Transaction, without regard to the terms of such Alternative Company Transaction or (1iv) Acquisition Proposalagainst any action, (2) reorganizationproposal, recapitalizationtransaction, liquidation agreement or winding-up amendment of the Company Charter or any other extraordinary transaction involving Company Bylaws, in each case of this clause (iv), for which the CompanyStockholders have received prior notice from either Parent or the Company that it reasonably expects that such action, proposal, transaction, agreement or amendment would (3A) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation or agreement of such the Company contained in the Merger Agreement, or of any Stockholder contained in this Agreement, or (5B) prevent, impede, interfere with, delay, postpone, or adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger. For the avoidance of doubt, the foregoing commitments apply to any change Shares held by any trust, limited partnership or other entity directly or indirectly holding Shares for which any Stockholder serves as a partner, stockholder, trustee or in a similar capacity so long as, and to the membership extent, such Stockholder exercises voting control over such Shares. To the extent any Stockholder does not have sole control of the voting determinations of such entity, such Stockholder agrees to exercise all voting rights or other voting determination rights he, she or it has in such entity to carry out the intent and purposes of his, her or its support and voting obligations in this paragraph and otherwise set forth in this Agreement. Each Stockholder represents, covenants and agrees that, (x) except for this Agreement, he, she or it has not entered into, and shall not enter into during the Support Period, any commitment, agreement, understanding or other similar arrangement with any person to vote or give instructions in any manner with respect to any Shares, including any voting agreement or voting trust and (y) except as expressly set forth herein or with respect to routine matters at an annual meeting of the Company BoardStockholders, unless approved he, she or it has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to any Shares. Each Stockholder agrees not to enter into any agreement or commitment with any person the effect of which would violate, or frustrate the intent of, the provisions of this Agreement. In furtherance and not in limitation of the foregoing, but only in the event and in each case that a Stockholder fails to be counted as present or fails to vote all of such Stockholder’s Shares in accordance with this Agreement until the Expiration Date, each Stockholder hereby appoints Xxxxx Xxxx, for so long as she serves as Chief Legal Officer of the Company, or any other person acting as Chief Legal Officer of the Company and any designee thereof, and each of them individually, its proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by Parentwritten consent (and to instruct nominees or record holders to vote or act by written consent) during the Support Period with respect to any and all of such Stockholder’s Shares in accordance with this Section 3. This proxy and power of attorney are given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby agrees that this proxy and power of attorney granted by each such Stockholder shall be irrevocable until the Expiration Date, and shall be deemed to be coupled with an interest sufficient under applicable Law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Stockholder with respect to any Shares regarding the matters set forth in this Section 3. The power of attorney granted by each Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of such Stockholder.

Voting Agreement. Beginning on Until the date hereof until the Voting Expiration DateTime, each Stockholder hereby irrevocably and unconditionally agrees that at any every meeting of the stockholders Remainco’s shareholders at which any of the Company, however called, following matters are to be voted on (and at any every adjournment or postponement thereof), at which the Merger Agreement Shareholder shall vote (including via proxy) all of Shareholder’s Covered Shares (or cause the holder of record on any amended version thereofapplicable record date to vote (including via proxy) or all of Shareholder’s Covered Shares) (a) for the Transactionsapproval of the Distribution, are the Transaction Documents, the other Contemplated Transactions and any other action reasonably requested by Xxxxxxxx in furtherance thereof submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (a) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, Xxxxxxxx’s shareholders; (b) vote (or cause to be voted), in person or by proxy, all Subject Shares that such Stockholder is entitled to vote at the time of any vote (i) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company Remainco’s shareholders to solicit additional proxies in favor of the approval Distribution, the Transaction Documents and adoption (as applicable) of the Merger Agreement and any actions related thereto, other Contemplated Transactions; and (iiic) against any (1) Acquisition Proposalany action, (2) reorganizationproposal, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement that would could reasonably be expected to result in a material breach or violation of any covenant, representation or warranty warranty, or any other obligation or agreement of such Stockholder contained in Remainco or Spinco under the Merger Agreement, the other Transaction Documents or of Shareholder under this Agreement, or (52) any change in Acquisition Proposal, or any agreement, transaction or other matter that is intended to, or would reasonably be expected to, impede, interfere with or materially and adversely affect the membership consummation of the Company BoardMerger (clauses (a), unless approved by Parent(b) and (c), the “Covered Proposals”).

Voting Agreement. Beginning Each of the Shareholders hereby agrees as follows: (a) to appear, or cause the holder of record on any applicable record date with respect to any Shares Beneficially Owned by such Shareholder (the date hereof until "Record Holder") to appear, for the Expiration Datepurpose of obtaining a quorum at any annual or special meeting of stockholders of the Company and at any adjournment thereof at which matters relating to the Merger, each Stockholder hereby irrevocably and unconditionally agrees that Merger Agreement or any transaction contemplated thereby are considered; and (b) at any meeting of the stockholders of the Company, however called, and at in any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote action by consent of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is soughtto vote, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (a) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) vote (or cause to be voted)voted by the Record Holder, in person the Shares held of record or Beneficially Owned by proxy, all Subject Shares that such Stockholder is entitled to vote at the time of any vote Shareholder: (i) in favor of the approval and adoption Merger, the Merger Agreement (as applicableamended from time to time) of and the transactions contemplated by the Merger Agreement and any actions related thereto, (ii) in favor of against any proposal to adjourn for any extraordinary corporate transaction, such as a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, and (iii) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation dissolution, liquidation, or winding-up sale of assets of the Company or any merger, consolidation or other extraordinary transaction involving business combination (other than the Company, Merger) between the Company and any Person (3other than Buyer or a subsidiary of Buyer) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any other action or agreement that would is intended or which reasonably could be expected to (x) result in a material breach or violation of any covenant, representation or warranty or any other obligation of such Stockholder contained in this Agreement, or (5) any change in the membership agreement of the Company Boardunder the Merger Agreement, unless approved (y) result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled or (z) impede, interfere with, delay, postpone or materially adversely affect the Merger and the transactions contemplated by Parentthe Merger Agreement.

Voting Agreement. Beginning on From the date hereof until the Expiration DateDate (the “Support Period”), each Stockholder hereby irrevocably and unconditionally hereby agrees that at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the stockholders of the CompanyCompany Stockholders, however called, and at in connection with any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders written consent of the Company is soughtStockholders, each such Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, : (a) appear at such meeting or otherwise cause its Subject all of the Existing Shares and all other shares of Voting Stock or voting securities of the Company over which he, she or it has acquired beneficial or record ownership after the date hereof or otherwise has the power to vote or direct the voting of (including any shares of Voting Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Voting Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities or otherwise over which he, she or it has the power to vote) (together with the Existing Shares, collectively, the “Shares”), which he, she or it owns or controls as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum, ; and (b) subject to Section 3(c), vote (or cause to be voted)voted (including by proxy or written consent, in person or by proxy, if applicable) all Subject such Shares that such Stockholder is entitled to vote at the time of any vote (i) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related theretothe approval of the transactions contemplated thereby, including the Merger, (ii) in favor of any proposal to adjourn a or postpone such meeting of the stockholders Company Stockholders to a later date if such adjournment or postponement is proposed in compliance with the provisions of the Company to solicit additional proxies in favor of the approval and adoption (as applicableSection 5.7(e) of the Merger Agreement and any actions related theretoAgreement, and (iii) against any action or proposal in favor of any Alternative Company Transaction, without regard to the terms of such Alternative Company Transaction or (1iv) Acquisition Proposalagainst any action, (2) reorganizationproposal, recapitalizationtransaction, liquidation agreement or winding-up amendment of the Company Charter or any other extraordinary transaction involving Company Bylaws, in each case of this clause (iv), for which the CompanyStockholders have received prior notice from either Parent or the Company that it reasonably expects that such action, proposal, transaction, agreement or amendment would (3A) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation or agreement of such the Company contained in the Merger Agreement, or of any Stockholder contained in this Agreement, or (5B) prevent, impede, interfere with, delay, postpone, or adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger. (c) Notwithstanding anything to the contrary herein, if at any change time during the Support Period the Company Board (or any duly authorized committee thereof) makes a Company Adverse Recommendation Change pursuant to Section 5.4 of the Merger Agreement (the “Change of Recommendation Event”), then the obligations, covenants and restrictions of the Stockholders set forth in Section 3(b) shall be limited to the number of shares of Company Series A Common Stock, Company Series B Common Stock and Company Preferred Stock held by the Stockholders equal in aggregate to the sum of (x) 33.37% of the total voting power of the Covered Company Voting Stock minus (y) the total voting power of the Covered Company Voting Stock beneficially owned by the Xxxxxx Group (such shares, the “Covered Shares”); provided that if a Change of Recommendation Event occurs, notwithstanding any other obligations hereunder, the Stockholders shall deliver a written consent executed on behalf of, or vote at any meeting of stockholders of the Company, as applicable, their respective Shares that are not Covered Shares with respect to the adoption of the Merger Agreement and approval of the transactions contemplated thereby, including the Merger, and any other matters described in Section 3(b) in the membership same proportion as written consents executed or votes cast, as applicable, by the Company Stockholders other than the Stockholders and the Xxxxxx Group (such proportion determined without inclusion of the votes cast by the Stockholders and the Xxxxxx Group) with respect to any such matter; provided, further, that in the event of a Change of Recommendation Event, the Stockholders shall have the right to determine which of the Shares held by the Stockholders will be included in the Covered Shares (it being understood that this proviso is not intended to change the total number or percentage of Covered Shares as determined pursuant to this Section 3(c)). For purposes of this Agreement, the “Covered Company Voting Stock” shall mean the total number of shares of Company Series A Common Stock, Company Series B Common Stock and Company Preferred Stock outstanding as of the record date established by the Company with respect to such action by written consent, or vote at any meeting of Company Stockholders, as applicable. For the avoidance of doubt, the foregoing commitments apply to any Shares held by any trust, limited partnership or other entity directly or indirectly holding Shares for which any Stockholder serves as a partner, stockholder, trustee or in a similar capacity so long as, and to the extent, such Stockholder exercises voting control over such Shares. To the extent any Stockholder does not have sole control of the voting determinations of such entity, such Stockholder agrees to exercise all voting rights or other voting determination rights he, she or it has in such entity to carry out the intent and purposes of his, her or its support and voting obligations in this paragraph and otherwise set forth in this Agreement. Each Stockholder represents, covenants and agrees that, (x) except for this Agreement, he, she or it has not entered into, and shall not enter into during the Support Period, any commitment, agreement, understanding or other similar arrangement with any person to vote or give instructions in any manner with respect to any Shares, including any voting agreement or voting trust and (y) except as expressly set forth herein or with respect to routine matters at an annual meeting of the Company BoardStockholders, unless approved he, she or it has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to any Shares. Each Stockholder agrees not to enter into any agreement or commitment with any person the effect of which would violate, or frustrate the intent of, the provisions of this Agreement. In furtherance and not in limitation of the foregoing, but only in the event and in each case that a Stockholder fails to be counted as present or fails to vote all of such Stockholder’s Shares in accordance with this Agreement until the Expiration Date, each Stockholder hereby appoints Xxxxx Xxxx, for so long as she serves as Chief Legal Officer of the Company, or any other person acting as Chief Legal Officer of the Company and any designee thereof, and each of them individually, its proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by Parentwritten consent (and to instruct nominees or record holders to vote or act by written consent) during the Support Period with respect to any and all of such Stockholder’s Shares in accordance with this Section 3. This proxy and power of attorney are given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby agrees that this proxy and power of attorney granted by each such Stockholder shall be irrevocable until the Expiration Date, and shall be deemed to be coupled with an interest sufficient under applicable Law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Stockholder with respect to any Shares regarding the matters set forth in this Section 3. The power of attorney granted by each Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of such Stockholder.

Voting Agreement. Beginning on From the date hereof until the Expiration earlier of (a) the Closing Date, each Stockholder hereby (b) the termination of the Merger Agreement in accordance with its terms, (c) the date at the Company Board validly makes an Adverse Recommendation pursuant to the Merger Agreement, and (d) the date of any amendment to, or waiver or modification of, the Merger Agreement that reduces the amount of the consideration payable to holders of Company Common Stock in the Merger pursuant to the Merger Agreement if, in the case of this clause (d), the Shareholder has voted against such matter in the Shareholder’s capacity as a director of the Company (the “Support Period”), the Shareholder irrevocably and unconditionally agrees hereby agrees, that at any meeting of the stockholders (whether annual or special and each adjourned or postponed meeting) of the Company’s shareholders, however called, and at or in connection with any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders written consent of the Company’s shareholders, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, Shareholder shall (ai) appear at such meeting or otherwise cause its Subject all of his or her Existing Shares and other shares of Company Common Stock over which he or she has acquired beneficial ownership after the date hereof (including any shares of Company Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Company Common Stock or otherwise) (collectively, the “New Shares” and, together with the Existing Shares, the “Shares”), which he or she owns or controls as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum, quorum and (bii) vote (or cause to be voted)voted (including by proxy or written consent, in person or by proxy, if applicable) all Subject such Shares that such Stockholder is entitled to vote at the time of any vote (iA) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related theretothe approval of the transactions contemplated thereby, including the Merger, (iiB) in favor of any proposal to adjourn a or postpone such meeting of the stockholders of Company’s shareholders to a later date if there are not sufficient votes to adopt the Company to solicit additional proxies Merger Agreement, (C) against any action or proposal in favor of an Acquisition Proposal, without regard to the approval and adoption (as applicable) terms of the Merger Agreement and any actions related theretosuch Acquisition Proposal, and (iiiD) against any (1) Acquisition Proposalaction, (2) reorganizationproposal, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement that would reasonably be expected likely to (1) result in a material breach or violation of any covenant, representation or warranty or any other obligation or agreement of such Stockholder the Company contained in the Merger Agreement, or of the Shareholder contained in this Agreement, or (52) prevent, materially impede or materially delay the Company’s or Buyer’s ability to consummate the transactions contemplated by the Merger Agreement, including the Merger; provided, that the foregoing applies solely to Shareholder in his or her capacity as a shareholder or as a trustee or a limited general partner in any change in entity holding Shares, and, to the membership extent the Shareholder serves as a member of the board of directors or officer of the Company, nothing in this Agreement shall limit or affect any actions or omissions taken by the Shareholder in 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 shall be construed to prohibit, limit or restrict Shareholder from exercising Shareholder’s fiduciary duties as a director or officer to the Company Boardor its shareholders. For the avoidance of doubt, unless approved the foregoing commitments apply to any Shares held by Parentany trust, limited partnership or other entity holding Shares for which the Shareholder serves in any partner, shareholder or trustee capacity. To the extent the Shareholder does not control, by himself or herself, the determinations of such shareholder entity, the Shareholder agrees to exercise all voting or other determination rights he or she has in such shareholder entity to carry out the intents and purposes of his or her support and voting obligations in this paragraph and otherwise set forth in this Agreement. The Shareholder covenants and agrees that, except for this Agreement, he or she (x) has not entered into, and shall not enter during the Support Period, any voting agreement or voting trust with respect to the Shares and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except any proxy to carry out the intent of this Agreement.

Voting Agreement. Beginning on From the date hereof until the Expiration Dateearlier of (a) the Closing and (b) the termination of this Agreement in accordance with its terms (the “Support Period”), each Stockholder hereby Shareholder irrevocably and unconditionally hereby agrees that at any meeting of the stockholders (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s shareholders, however called, and at in connection with any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders written consent of the Company’s shareholders, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, such Shareholder shall (ai) appear at such meeting or otherwise cause its Subject all of the Existing Shares and all other shares of Common Stock or voting securities over which he or she has acquired beneficial or record ownership after the date hereof or otherwise the power to vote or direct the voting 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 or otherwise over which he or she has the power to vote) (together with the Existing Shares, collectively, the “Shares”), which he or she owns or controls as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum, and (bii) vote (or cause to be voted)voted (including by proxy or written consent, in person or by proxy, if applicable) all Subject such Shares that such Stockholder is entitled to vote at the time of any vote (iA) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related theretothe approval of the transactions contemplated thereby, including the Merger, (iiB) in favor of any proposal to adjourn a or postpone such meeting of the stockholders of Company’s shareholders to a later date if there are not sufficient votes to approve the Company to solicit additional proxies Merger Agreement, (C) against any action or proposal in favor of an Alternative Company Transaction, without regard to the approval and adoption (as applicable) terms of the Merger Agreement and any actions related theretosuch Alternative Company Transaction, and (iiiD) against any (1) Acquisition Proposalaction, (2) reorganizationproposal, recapitalizationtransaction, liquidation agreement or winding-up amendment of the Company Company’s Restated Certificate of Incorporation or any other extraordinary transaction involving the CompanyBylaws, in each case of this clause (3D) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (41) any action or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation or agreement of such Stockholder the Company contained in the Merger Agreement, or of any Shareholder contained in this AgreementAgreement for which the Shareholders have received prior written notice from Parent that it reasonably expects that such action or proposal would result in such a breach, or (52) any change in prevent, impede, interfere with, delay, postpone, or adversely affect the membership consummation of the Company Boardtransactions contemplated by the Merger Agreement, unless approved including the Merger. For the avoidance of doubt, the foregoing commitments apply to any Shares held by Parentany trust, limited partnership or other entity directly or indirectly holding Shares for which either Shareholder serves in any partner, shareholder, trustee or similar capacity. To the extent either Shareholder does not control, by himself or herself, the voting determinations of such shareholder entity, such Shareholder agrees to exercise all voting rights or other voting determination rights he or she has in such shareholder entity to carry out the intent and purposes of his or her support and voting obligations in this paragraph and otherwise set forth in this Agreement. Each Shareholder represents, covenants and agrees that, (x) except for this Agreement and the M Proxy, he or she has not entered into, and shall not enter into during the Support Period, any voting agreement or voting trust with respect to any Shares and (y) except as expressly set forth herein, he or she has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to any Shares. Each Shareholder agrees not to enter into any agreement or commitment with any person the effect of which would violate the provisions of this Agreement. In furtherance and not in limitation of the foregoing, until the termination of this Agreement in accordance with its terms, each Shareholder hereby appoints Xxxxxx X. Xxxxxxx or any other person acting as General Counsel of Parent and any designee thereof, and each of them individually, its proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the Support Period with respect to any and all of such Shareholder’s Shares in accordance with this Section 3. This proxy and power of attorney are given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder hereby agrees that this proxy and power of attorney granted by each such Shareholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient under applicable Law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Shareholder with respect to any Shares regarding the matters set forth in this first sentence of this paragraph. The power of attorney granted by each Shareholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of such Shareholder.

Voting Agreement. Beginning on Each member of the Sponsor Group hereby agrees that, from the date hereof of this Agreement until the Expiration Datetermination of this Agreement in accordance with its terms (the “Covered Period”), each Stockholder hereby irrevocably and unconditionally agrees that at any meeting of the stockholders of the Company’s shareholders (including any Company Shareholder Meeting), however called, and at any every adjournment or postponement thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval action proposed to be taken by written consent of the stockholders shareholders of the Company is soughtCompany, each Stockholder shall, it shall appear (in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (aperson or by proxy) appear at such meeting of the Company’s shareholders (including the Company Shareholder Meeting), or otherwise any adjournment or postponement thereof, in accordance with the Company Bylaws and cause its all of the Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) quorum and shall affirmatively vote (or cause to be voted) all of the Subject Shares in favor of, or, if action is to be taken by written consent in lieu of a meeting of the Company’s shareholders, deliver to the Company (or cause to be delivered) a duly executed affirmative written consent in favor of (to the extent applicable), in person or by proxy, all Subject Shares that such Stockholder is entitled to vote at the time of any vote (i) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related theretoAgreement, (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company Shareholder Meeting to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, the approval of the Mergers if there are not sufficient votes to adopt the Merger Agreement and approve the Mergers on the date on which such Company Shareholders Meeting is held and (iii) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary action, proposal, transaction involving the Company, (3) action or agreement the consummation approval of which would reasonably be expected is required to prevent or delay ensure the timely consummation of the TransactionsMergers; provided that the members of the Sponsor Group shall have no obligation to consent to or vote in favor of any action, proposal, transaction or agreement pursuant to this clause (4iii) any if the underlying action or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation of such Stockholder contained in this Agreement, or (5) any change in transaction is not conditioned upon the membership occurrence of the Company Board, unless approved by ParentClosing.

Voting Agreement. Beginning on (a) From and after the date hereof of this Agreement until the Expiration Termination Date, each the Stockholder hereby irrevocably and unconditionally covenants and agrees that at any meeting of the stockholders of the Company, however called, and Company (whether annual or special) or at any adjournment thereof, at or postponement thereof upon which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the a vote or other approval of the stockholders of the Company is sought, each the Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, : (ai) appear at such meeting or otherwise cause its Subject all of the Stockholder’s Shares to be counted as present thereat for purposes the purpose of calculating establishing a quorum, quorum and (bii) vote (or cause to be voted), in person or by proxy, all Subject of the Shares that such Stockholder is entitled to vote at the time of any vote (iA) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related theretothe approval of the transactions contemplated thereby, (iiB) in favor of any proposal to adjourn a or postpone such meeting of the Company’s stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of a later date if there are not sufficient votes to adopt the Merger Agreement and any actions related theretoAgreement, and (iiiC) against any Company Acquisition Proposal or any other extraordinary corporate transaction (1) Acquisition Proposalother than the Merger), (2) such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation liquidation, or winding-up sale or transfer of all or substantially all of the assets or securities of the Company or any other extraordinary transaction involving of its material Subsidiaries, (D) against any amendment to the Company, (3) action ’s certificate of incorporation or agreement the consummation of which bylaws that would be reasonably be expected to prevent impair or materially delay the consummation of the Transactions, Transactions and (4E) any other proposal, action or agreement transaction that would reasonably be expected to result in a material breach materially impede, frustrate, prevent or violation of any covenant, representation nullify the Merger or warranty or any other obligation of such Stockholder contained the Merger Agreement. Except as explicitly set forth in this AgreementSection 1.1, nothing in this Agreement shall limit the right of the Stockholder to vote in favor of, against or abstain with respect to any matters presented to the Company’s stockholders. (5b) any change Until the Termination Date, the obligations of the Stockholder specified in this Section 1.1 shall apply whether or not the membership Board of Directors of the Company Board, unless approved by Parent(or any committee thereof) has effected a Company Adverse Recommendation Change.

Voting Agreement. Beginning on Each Stockholder hereby agrees, severally and not jointly, that from and after the date hereof and until the earliest to occur of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms, or (iii) a Company Adverse Recommendation Change unrelated to a Takeover Proposal (such earliest occurrence being the “Expiration Date, each Time”) to vote or cause to be voted all Shares Beneficially Owned by such Stockholder hereby irrevocably at the time of any vote to approve and unconditionally agrees that adopt the Merger Agreement and any other agreements contemplated thereby and any actions directly related thereto at any meeting of the stockholders of the Company, however called, Company and at any adjournment thereofthereof (a “Stockholder Meeting”), at which the such Merger Agreement and such other related agreements (or any amended version thereof, other than any amendment which reduces the purchase price, approved by the board of directors of the Company) or the Transactions, such other actions are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (a) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) vote (or cause pursuant to be voted), action by written consent in person or by proxy, all Subject Shares that such Stockholder is entitled to vote at the time lieu of any such meeting). Each Stockholder hereby agrees that, until the Expiration Time, he or she will not vote (i) any Shares in favor of the approval and adoption of any (as applicablei) of the Merger Agreement and any actions related theretoTakeover Proposal, (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, and (iii) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-winding up of the Company or any other extraordinary transaction involving the Company not contemplated by the Merger Agreement or (iii) corporate action (other than an adjournment of the Stockholder Meeting which is recommended by the Board of Directors of the Company, (3) action or agreement the consummation of which would reasonably be expected to frustrate the purposes, or prevent or delay the consummation consummation, of the Transactions, (4) any action or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation of such Stockholder contained in this transactions contemplated by the Merger Agreement, or (5) any change in the membership of the Company Board, unless approved by Parent.

Voting Agreement. Beginning on (a) From the date hereof until the Expiration DateDate (the “Support Period”), each Stockholder hereby irrevocably and unconditionally hereby agrees that at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the stockholders holders of the CompanySeries A Liberty SiriusXM Common Stock and Series B Liberty SiriusXM Common Stock (collectively, the “Liberty Stockholders”) (including the Liberty Stockholders Meeting), however called, and at in connection with any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote written consent of the stockholders of the CompanyLiberty Stockholders, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each such Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, : (ai) appear at such meeting or otherwise cause its all of the Subject Shares and all other voting securities of the Liberty SiriusXM tracking stock group over which he, she or it has acquired Beneficial Ownership or record ownership after the date hereof or otherwise has the power to vote or direct the voting of (including any Subject Shares acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Subject Shares or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities or otherwise over which he, she or it has the power to vote) (together with the Subject Shares, collectively, the “Shares”) as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum; and (ii) subject to Section 3(c), (b) vote (or cause to be voted)voted (including by proxy or written consent, in person or by proxy, if applicable) all Subject of the Shares that such Stockholder is entitled to vote at the time of any vote (i) in favor of the Split-Off and the approval and adoption (as applicable) of the Merger Agreement and any actions related theretoother transactions contemplated thereby, (ii) in favor of any proposal to adjourn a or postpone such meeting of the stockholders of the Company Liberty Stockholders to solicit additional proxies a later date if such adjournment or postponement is proposed in favor of the approval and adoption (as applicablecompliance with Section 6.1(b) of the Merger Agreement and any actions related theretoAgreement, and (iii) against any (1) Acquisition action or proposal in favor of any SplitCo Takeover Proposal, without regard to the terms of such SplitCo Takeover Proposal, and (2iv) reorganizationagainst any action, recapitalizationproposal, liquidation transaction, agreement or winding-up amendment of the Company or any other extraordinary transaction involving the CompanyLiberty Charter Document, in each case of this clause (3iv) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4A) any action or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation or agreement of such Liberty or SplitCo contained in the Merger Agreement, or of any Stockholder contained in this Agreement for which such Stockholder has received prior notice from Liberty, SiriusXM or the Special Committee that it reasonably expects that such action or proposal would result in a breach, (B) result in any of the conditions to the consummation of the Transactions under the Merger Agreement or the Reorganization Agreement not being fulfilled or (C) prevent, impede, interfere with, delay, postpone, or adversely affect the consummation of any of the Transactions. (b) For the avoidance of doubt, the foregoing commitments apply to any Shares held by any trust, limited partnership or other entity directly or indirectly holding Shares for which any Stockholder serves as a partner, stockholder, trustee or in a similar capacity. To the extent any Stockholder does not have sole control of the voting determinations of such entity, such Stockholder agrees to exercise all voting rights or other voting determination rights he, she or it has in such entity to carry out the intent and purposes of his, her or its support and voting obligations in this paragraph and otherwise set forth in this Agreement. (c) Notwithstanding anything to the contrary herein, if at any time during the Support Period the board of directors of Liberty makes a Liberty Adverse Recommendation Change pursuant to Section 6.4(c) of the Merger Agreement (the “Change of Recommendation Event”), then the obligations, covenants and restrictions of the Stockholders set forth in this Section 3 shall be limited to the number of shares of Series A Liberty SiriusXM Common Stock and Series B Liberty SiriusXM Common Stock held by the Stockholders equal in aggregate to 33.37% of the total voting power of the Covered Liberty SiriusXM Voting Stock (such shares, the “Covered Shares”); provided that if a Change of Recommendation Event occurs, notwithstanding any other obligations hereunder, the Stockholders shall be expressly permitted to deliver a written consent executed on behalf of, or vote at any meeting of stockholders, their respective Shares that are not Covered Shares in their sole discretion with respect to the Transactions or any other matters described in Section 3(a)(ii) above (including, without limitation, with respect to the approval of the Split-Off and the transactions contemplated thereby, including the Reorganization Agreement, or (5) and with respect to any change adjournment of any applicable stockholder meeting); provided, further, that in the membership event of a Change of Recommendation Event, the Stockholders shall have the right to determine which of the Company BoardShares held by the Stockholders will be included in the Covered Shares (it being understood that this proviso is not intended to change the total number or percentage of Covered Shares as determined pursuant to this Section 3(c)). For purposes of this Agreement, unless approved the “Covered Liberty SiriusXM Voting Stock” shall mean the issued and outstanding shares of Series A Liberty SiriusXM Common Stock and Series B Liberty SiriusXM Common Stock entitled to vote on the proposal to approve the Split-Off and the transactions contemplated thereby, including the Reorganization Agreement, and present in person or by Parentproxy at the applicable stockholder meeting or, with respect to any action by written consent, the total number of shares of Series A Liberty SiriusXM Common Stock and Series B Liberty SiriusXM Common Stock outstanding as of the record date established by Liberty with respect to such action by written consent, as applicable.

Voting Agreement. Beginning on Each Stockholder hereby agrees, severally and not jointly, that from and after the date hereof and until the earliest to occur of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms, or (iii) a Company Adverse Recommendation Change unrelated to a Takeover Proposal (such earliest occurrence being the "Expiration Date, each Time") to vote or cause to be voted all Shares Beneficially Owned by such Stockholder hereby irrevocably at the time of any vote to approve and unconditionally agrees that adopt the Merger Agreement and any other agreements contemplated thereby and any actions directly related thereto at any meeting of the stockholders of the Company, however called, Company and at any adjournment thereofthereof (a "Stockholder Meeting"), at which the such Merger Agreement and such other related agreements (or any amended version thereof, other than any amendment which reduces the purchase price, approved by the board of directors of the Company) or the Transactions, such other actions are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (a) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) vote (or cause pursuant to be voted), action by written consent in person or by proxy, all Subject Shares that such Stockholder is entitled to vote at the time lieu of any such meeting). Each Stockholder hereby agrees that, until the Expiration Time, he or she will not vote (i) any Shares in favor of the approval and adoption of any (as applicablei) of the Merger Agreement and any actions related theretoTakeover Proposal, (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, and (iii) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-winding up of the Company or any other extraordinary transaction involving the Company not contemplated by the Merger Agreement or (iii) corporate action (other than an adjournment of the Stockholder Meeting which is recommended by the Board of Directors of the Company, (3) action or agreement the consummation of which would reasonably be expected to frustrate the purposes, or prevent or delay the consummation consummation, of the Transactions, (4) any action or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation of such Stockholder contained in this transactions contemplated by the Merger Agreement, or (5) any change in the membership of the Company Board, unless approved by Parent.

Voting Agreement. Beginning on From the date hereof until the Expiration DateDate (the “Support Period”), each Stockholder hereby irrevocably and unconditionally hereby agrees that at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the stockholders of the CompanyParent Stockholders, however called, and at in connection with any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote written consent of the stockholders of the CompanyParent Stockholders, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each such Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, : (a) appear at such meeting or otherwise cause its Subject all of the Existing Shares and all other shares of Voting Stock or voting securities over which he, she or it has acquired beneficial or record ownership after the date hereof or otherwise has the power to vote or direct the voting of (including any shares of Voting Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Voting Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities or otherwise over which he, she or it has the power to vote) (together with the Existing Shares, collectively, the “Shares”), which he, she or it owns or controls as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum, ; and (b) so long as there has not been a Parent Adverse Recommendation Change made by the Parent Special Committee or the Parent Board (acting at the recommendation of the Parent Special Committee) in compliance with the Merger Agreement that has not been rescinded or otherwise withdrawn, vote (or cause to be voted)voted (including by proxy or written consent, in person or by proxy, if applicable) all Subject such Shares that such Stockholder is entitled to vote at the time of any vote (i) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related theretoStock Issuance, (ii) in favor of any proposal to adjourn a or postpone such meeting of the stockholders Parent Stockholders to a later date if such adjournment or postponement is proposed in compliance with the provisions of the Company to solicit additional proxies in favor of the approval and adoption (as applicableSection 5.7(f) of the Merger Agreement and any actions related theretoAgreement, and (iii) against any action or proposal in favor of any Alternative Parent Transaction, without regard to the terms of such Alternative Parent Transaction or (1iv) Acquisition Proposalagainst any action, (2) reorganizationproposal, recapitalizationtransaction, liquidation agreement or winding-up amendment of the Company Parent Charter or any other extraordinary transaction involving the CompanyParent Bylaws, in each case of this clause (3iv) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4A) any action or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation or agreement of such Parent contained in the Merger Agreement, or of any Stockholder contained in this AgreementAgreement for which the Stockholders have received prior notice from Parent or the Company that it reasonably expects that such action or proposal would result in a breach, or (5B) prevent, impede, interfere with, delay, postpone, or adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger. For the avoidance of doubt, the foregoing commitments apply to any change Shares held by any trust, limited partnership or other entity directly or indirectly holding Shares for which any Stockholder serves as a partner, stockholder, trustee or in a similar capacity. To the extent any Stockholder does not have sole control of the voting determinations of such entity, such Stockholder agrees to exercise all voting rights or other voting determination rights he, she or it has in such entity to carry out the intent and purposes of his, her or its support and voting obligations in this paragraph and otherwise set forth in this Agreement. Each Stockholder represents, covenants and agrees that, (x) except for this Agreement, he, she or it has not entered into, and shall not enter into during the Support Period, any commitment, agreement, understanding or other similar arrangement with any person to vote or give instructions in any manner with respect to any Shares, including any voting agreement or voting trust and (y) except as expressly set forth herein or with respect to routine matters at an annual meeting of the Parent Stockholders, he, she or it has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to any Shares. Each Stockholder agrees not to enter into any agreement or commitment with any person the effect of which would violate, or frustrate the intent of, the provisions of this Agreement. In furtherance and not in limitation of the foregoing, but only in the membership event and in each case that a Stockholder fails to be counted as present or fails to vote all of such Stockholder’s Shares in accordance with this Agreement until the Expiration Date, each Stockholder hereby appoints Rxxxx Xxxx, for so long as she serves as Chief Legal Officer of Parent and the Company, or any other person acting as Chief Legal Officer of Parent and the Company and any designee thereof, and each of them individually, its proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent (and to instruct nominees or record holders to vote or act by written consent) during the Support Period with respect to any and all of such Stockholder’s Shares in accordance with this Section 3. This proxy and power of attorney are given to secure the performance of the Company Boardduties of such Stockholder under this Agreement. Each Stockholder hereby agrees that this proxy and power of attorney granted by each such Stockholder shall be irrevocable during the term of this Agreement, unless approved shall be deemed to be coupled with an interest sufficient under applicable Law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Parentsuch Stockholder with respect to any Shares regarding the matters set forth in this Section 3. The power of attorney granted by each Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of such Stockholder.

Voting Agreement. Beginning on Each Stockholder hereby agrees that, subject to and conditioned upon the approval by the Company Board, for purposes of Section 203 of the DGCL, of this Agreement and the Merger Agreement, and the transactions contemplated hereby and thereby, from the date hereof of this Agreement until the Expiration Datetermination of this Agreement in accordance with Section 6 (the “Voting Period”), each Stockholder hereby irrevocably and unconditionally agrees that at any meeting of the Company’s stockholders (including the Company Stockholders Meeting), and at every adjournment or postponement thereof, or in any action proposed to be taken by written consent of the stockholders of the Company, however calledeach Stockholder shall appear (in person or by proxy), or shall cause the holder(s) of record of all such Stockholder’s issued and at outstanding Subject Shares on any adjournment thereofapplicable record date to appear (in person or by proxy), at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders such meeting of the Company’s stockholders (including the Company Stockholders Meeting), or any adjournment or postponement thereof, in any other circumstance in which accordance with the vote or other approval Company Bylaws and cause all of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (a) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) quorum and shall affirmatively vote (or cause to be voted) all of the issued and outstanding Subject Shares: (a) in favor of, or, if action is to be taken by written consent in lieu of a meeting of the Company’s stockholders, deliver to the Company a duly executed affirmative written consent in favor of (to the extent applicable), in person or by proxy, all Subject Shares that such Stockholder is entitled to vote at the time of any vote (i) in favor of the approval and adoption (as applicable) of the Merger Agreement Agreement, and any actions related thereto, (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company Stockholders Meeting to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and the approval of the Merger if there are not sufficient votes to adopt the Merger Agreement and approve the Merger on the date on which such Company Stockholders Meeting is held; and (b) against, and not provide any actions related theretowritten consent with respect to or for, the adoption or approval of (i) any Company Acquisition Proposal (and the transactions contemplated thereby), including any Superior Company Proposal, (ii) any action, omission, proposal, transaction or agreement to be taken, consummated or entered into by the Company that, if so taken, consummated or entered into by the Company would result in (x) a breach by the Company of any covenant, representation, warranty or other obligation of the Company set forth in the Merger Agreement or (y) the failure of any of the conditions to the obligations of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by the Merger Agreement set forth in Article 6 of the Merger Agreement and (iii) against any agreement (1) Acquisition Proposalincluding, (2) reorganizationwithout limitation, recapitalizationany amendment, liquidation waiver, release from or windingnon-up enforcement of any agreement), any amendment, supplement, modification or restatement of the Company Charter or any the Company Bylaws, to the extent such agreement, amendment, supplement, modification or restatement or other extraordinary transaction involving the Company, (3) action or agreement the consummation of which failure to act would reasonably be expected to prevent prevent, interfere with, impair or delay the consummation of the Transactions, (4) any action or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation of such Stockholder contained in this Agreement, or (5) any change in the membership of the Company Board, unless approved by ParentMerger.

Voting Agreement. Beginning on the date hereof 4.1 The Investor hereby agrees that, until the Expiration Lockup Date, each Stockholder hereby irrevocably (A) without prejudice to the rights of the Investor set forth in clause (B), the Investor shall not, and unconditionally agrees shall cause its Affiliates who hold any Company Securities not to, solicit, effect or seek to effect, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way knowingly assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, or make any public statement with respect to, any action with respect to the Company or its Subsidiaries (as defined in the Share Purchase Agreement) (including without limitation any merger, consolidation, business combination, tender or exchange offer involving the Company) that is not recommended by the Board, and (B) at any meeting of the stockholders shareholders of the Company, however called, and or at any adjournment thereof, at which the Merger Agreement or postponement thereof (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Companya “Company Shareholders’ Meeting”), or in any other circumstance in circumstances upon which the vote a vote, consent or other approval (including by written consent) is sought by or from the shareholders of the stockholders of Company: (i) the Company is sought, each Stockholder Investor shall, in each case to the fullest extent that and shall cause its Subject Shares are entitled to vote thereonAffiliates who hold any Company Securities to, (a) appear at such meeting Company Shareholders’ Meeting or otherwise cause all Company Securities Beneficially Owned by the Investor or its Subject Shares Affiliates to be counted as present thereat for purposes the purpose of calculating establishing a quorumquorum and shall take all other necessary or desirable actions within their control (including, without limitation, execution of written consents or resolutions in lieu of meetings); and (bii) with respect to any matter upon which a vote, consent or other approval (including by written consent) is sought by or from the shareholders of the Company, the Investor shall, and shall cause its Affiliates who hold any Company Securities to, vote (or and cause to be votedvoted all Company Securities Beneficially Owned by the Investor or its Affiliates in the manner recommended by the Board at any such Company Shareholders’ Meeting or under any such other circumstances upon which a vote, consent or other approval (including by written consent) is sought, in the case of (B), in person or by proxy, all Subject Shares that (x) to the extent such Stockholder is entitled to vote at the time of any vote (i) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, Securities may be voted on such matter and (iiiy) against other than with respect to any such matter (1) Acquisition Proposalthat relates to a transaction between the Company, (2) reorganizationon the one hand, recapitalization, liquidation or winding-up and any Affiliate of the Company or any officer, director, shareholder or member of the Company or any of its Affiliates, on the other extraordinary transaction involving hand, (2) that relates to the Companydisposition of a material portion of the assets or securities of the Company and its Subsidiaries (as defined in the Share Purchase Agreement), taken as a whole, or (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement that would reasonably be expected to result in constitutes a material breach or violation of any covenant, representation or warranty or any other obligation of such Stockholder contained in this Agreement, or (5) any change in applicable Law by the membership of the Company Board, unless approved by ParentCompany.

Voting Agreement. Beginning on the date hereof until the Expiration Date, each Stockholder hereby irrevocably and unconditionally agrees that to (a) appear, or cause the holder of record on any applicable record date (the "Record Holder") to appear for the purpose of obtaining a quorum at any annual or special meeting of the stockholders of the Company, however called, Company and at any adjournment thereof, thereof at which matters relating to the Merger, the Merger Agreement (or any amended version thereof) or the Transactions, transaction contemplated thereby are submitted for the consideration considered and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (a) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) vote (vote, or cause the Record Holder to be voted)vote, in person or by proxy, all Subject Shares that of the shares of Company Stock owned by Stockholder, or with respect to which such Stockholder is entitled has or shares voting power or control, and all of the shares of Company Stock which shall, or with respect to vote at which voting power or control shall, hereafter be acquired by Stockholder (collectively, the time of any vote "Shares") (i) in favor of the approval and adoption (as applicable) of Merger, the Merger Agreement and any actions related thereto, (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of transactions contemplated by the Merger Agreement and any actions related thereto, and (iiiii) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-up amendment of the Company Company's certificate of incorporation or any by-laws or other extraordinary proposal or transaction involving the Company, (3) action or agreement the consummation of which would be reasonably be expected likely to impede, frustrate, prevent or delay nullify the consummation Merger, the Merger Agreement or any of the Transactions, (4) other transactions contemplated by the Merger Agreement or change in any action or agreement that would reasonably be expected to result in a material breach or violation manner the voting rights of any covenant, representation class of Company Stock. In the event written consents are solicited or warranty or any other obligation of such Stockholder contained in this Agreement, or (5) any change in the membership otherwise sought from stockholders of the Company Boardwith respect to approval or adoption of the Merger Agreement, with respect to the approval of the Merger or with respect to any of the other actions contemplated by the Merger Agreement, Stockholder shall (unless approved otherwise directed by ParentBuyer) execute, or cause the Record Holder to execute, with respect to all Shares, a written consent or written consents to such proposed action.

Voting Agreement. Beginning on (a) From the date hereof until the Expiration DateDate (the “Support Period”), each the Stockholder hereby irrevocably and unconditionally hereby agrees that at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the stockholders holders of capital stock of the CompanyCompany (or any subset thereof) (such meeting, the “Stockholder Meeting”), however called, and at in connection with any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote written consent of the stockholders holders of Voting Stock, the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, : (ai) appear at such meeting Stockholder Meeting or otherwise cause its Subject all of the Existing Shares and all other shares of Voting Stock or voting securities of the Company over which he (A) has acquired beneficial or record ownership after the date hereof or (B) otherwise has the power to vote or direct the voting of (including any shares of Voting Stock or other voting securities of the Company acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Voting Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities or otherwise over which he has the power to vote) (together with the Existing Shares, collectively, the “Shares”), which he owns or controls as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum; and (ii) subject to Section 3(a)(iii), (b) vote (or cause to be voted)voted (including by proxy or execution of a written consent, in person or by proxy, as applicable) all Subject such Shares that such Stockholder is entitled to vote at the time of any vote (iA) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related theretothe approval of the transactions contemplated thereby, including the Merger, (iiB) in favor of the adoption of the Company Charter Amendment, (C) in favor of any proposal to adjourn or postpone such Stockholder Meeting to a meeting later date if such adjournment or postponement is proposed in compliance with the provisions of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicableSection 6.4(a) of the Merger Agreement and Agreement, (D) against any actions related theretoaction or proposal in favor of any Acquisition Proposal, without regard to the terms of such Acquisition Proposal, and (iiiE) against any (1) Acquisition Proposalaction, (2) reorganizationproposal, recapitalizationtransaction, liquidation agreement or winding-up amendment of the Restated Company Certificate of Incorporation or any other extraordinary transaction involving the CompanyA&R Company Bylaws, in each case of this clause (3E), for which the Stockholder has received prior notice from either Parent or the Company that it reasonably expects that such action, proposal, transaction, agreement or amendment would (x) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation or agreement of such the Company contained in the Merger Agreement, or of the Stockholder contained in this Agreement, or (5y) prevent, impede, interfere with, delay, postpone, or adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger. (iii) Notwithstanding anything to the contrary herein, if at any change time during the Support Period the Company Board (or any duly authorized committee thereof) makes a Change in Recommendation pursuant to Section 6.2 of the Merger Agreement (the “Change of Recommendation Event”), then the obligations, covenants and restrictions of the Stockholder set forth in Section 3(a)(ii) shall be limited to the number of Common Shares held by the Stockholder equal in aggregate to 33.37% of the total voting power of the Covered Company Voting Stock (such shares, the “Covered Shares”); provided that if a Change of Recommendation Event occurs, notwithstanding any other obligations hereunder, the Stockholder shall deliver a written consent executed on behalf of, or vote at any Stockholder Meeting, as applicable, its Shares that are not Covered Shares with respect to the adoption of the Merger Agreement and approval of the transactions contemplated thereby, including the Merger, the Company Charter Amendment, and any other matters described in Section 3(a)(ii) in the membership same proportion as written consents executed or votes cast, as applicable, by the holders of Voting Stock other than the Stockholder (such proportion determined without inclusion of the votes cast by the Stockholder) with respect to any such matter; provided, further, that in the event of a Change of Recommendation Event, the Stockholder shall have the right to determine which of the Shares held by the Stockholder will be included in the Covered Shares (it being understood that this proviso is not intended to change the total number or percentage of Covered Shares as determined pursuant to this Section 3(a)(iii)). For purposes of this Agreement, the “Covered Company BoardVoting Stock” shall mean the total number of Common Shares outstanding as of the record date established by the Company with respect to such action by written consent, unless approved by Parentor vote at any Stockholder Meeting, as applicable.

Voting Agreement. Beginning on (a) From the date hereof until termination of this Agreement in accordance with ‎Section 6.02, the Expiration DateVC Shareholder hereby agrees: (i) to vote or exercise its right to consent with respect to all Subject Shares that such VC Shareholder is entitled to vote at the time of any vote or action by written consent in favor of any proposal (A) to approve and adopt the Transaction Agreement and the other Transaction Documents (including the Investor’s rights under Section 4.03 of the Investor Rights Agreement) (or in each case any amended version thereof; provided that such amendment is not materially adverse to such VC Shareholder and does not increase the obligations of such VC Shareholder), each Stockholder hereby irrevocably the Company Charter Amendment, the Issuance and unconditionally agrees that all agreements related to the Investment and any actions related thereto at any meeting of the stockholders shareholders of the CompanyCompany (each, however calleda “Company Shareholders Meeting”), and at any adjournment thereof, at which the Merger Agreement (such matters, or any amended version thereof) or the Transactionssuch other actions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders shareholders of the Company is sought, each Stockholder shall, in each case and (B) to the fullest extent adjourn or postpone such meeting to a later date if there are not sufficient votes for adoption of any such matters or actions at any Company Shareholders Meeting; and (ii) that it will not vote any of its Subject Shares are entitled to in favor of, or consent to, and will vote thereonagainst and not consent to, (a) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) vote (or cause to be voted), in person or by proxy, all Subject Shares that such Stockholder is entitled to vote at the time approval of any vote (i) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, and (iii) against any (1) Acquisition Proposal, (2A) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, Company (3other than the Investment) or (B) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement Contract that would reasonably be expected to result in a material breach frustrate the purposes of, impede, hinder, interfere with, prevent, delay or violation materially and adversely affect the consummation of any covenant, representation or warranty the transactions contemplated by the Transaction Agreement or any other obligation of such Stockholder contained in this AgreementTransaction Document, or (5) including any change in the membership of the Company Board, unless approved by ParentContract related to an Acquisition Proposal.

Voting Agreement. Beginning on From the date hereof until the Expiration Dateearlier of (a) the final adjournment of the Company Meeting and (b) the termination of this Agreement in accordance with its terms (the “Support Period”), each Stockholder hereby the Shareholder irrevocably and unconditionally agrees hereby agrees, that at any meeting of the stockholders (whether annual or special and each adjourned or postponed meeting) of the Company’s shareholders, however called, and at or in connection with any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders written consent of the Company’s shareholders, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, Shareholder shall (ai) appear at such meeting or otherwise cause all of his, her or its Subject Existing Shares and all other shares of Common Stock or voting securities over which such Shareholder has acquired beneficial or record ownership after the date hereof and the power to vote or direct the voting 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 Equity Awards) or otherwise) (together with the Existing Shares, the “Shares”), which such Shareholder owns or controls as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum, and (bii) vote (or cause to be voted)voted (including by proxy or written consent, in person or by proxy, if applicable) all Subject such Shares that such Stockholder is entitled to vote at the time of any vote (iA) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related theretothe approval of the transactions contemplated thereby, including the Merger, (iiB) in favor of any proposal to adjourn a or postpone such meeting of the stockholders of the Company Company’s shareholders to solicit additional proxies in favor of the approval and adoption (as applicable) of a later date if there are not sufficient votes to approve the Merger Agreement and in favor of any actions related theretoadvisory, non-binding compensation proposal set forth in the Joint Proxy Statement and submitted to the shareholders of the Company in connection with the Merger, (C) against any action or proposal in favor of an Acquisition Proposal, without regard to the terms of such Acquisition Proposal, and (iiiD) against any (1) Acquisition Proposalaction, (2) reorganizationproposal, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement that would reasonably be expected likely to (1) result in a material breach or violation of any covenant, representation or warranty or any other obligation or agreement of such Stockholder the Company contained in the Merger Agreement, or of the Shareholder contained in this Agreement, or (52) prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger; provided, that the foregoing applies solely to the Shareholder in his or her capacity as a shareholder and, to the extent the Shareholder serves as a member of the board of directors or as an officer of the Company, nothing in this Agreement shall limit or affect any change actions or omissions taken by the Shareholder solely in the membership Shareholder’s capacity as such a director or officer and not in violation of the Company BoardMerger Agreement. For the avoidance of doubt, unless approved the foregoing commitments apply to any Shares held by Parentany trust, limited partnership or other entity holding Shares for which the Shareholder serves in any partner, shareholder or trustee capacity. To the extent the Shareholder does not control, by himself, herself or itself, the determinations of such shareholder entity, the Shareholder agrees to exercise all voting or other determination rights such Shareholder has in such shareholder entity to carry out the intent and purposes of his, her or its support and voting obligations in this paragraph and otherwise set forth in this Agreement. The Shareholder covenants and agrees that, except for this Agreement, such Shareholder (x) has not entered into, and shall not enter into during the Support Period, any voting agreement or voting trust with respect to the Shares and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except any proxy to carry out the intent of this Agreement. The Shareholder 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 herein.

Voting Agreement. Beginning (a) The Company hereby agrees to appear, or cause the holder of record of the Shares on any applicable record date (the date hereof until "Record Holder") to appear, for the Expiration Date, each Stockholder hereby irrevocably and unconditionally agrees that purpose of obtaining a quorum at any annual or special meeting of the stockholders of the Company, however called, UTV and at any adjournment thereof, thereof at which matters relating to the UTV Merger or the UTV Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (a) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, considered. (b) vote (The Company hereby further agrees to vote, or cause the Record Holder to be voted)vote, in person or by proxy, all Subject the Shares that such Stockholder is entitled or other equity securities of UTV with voting rights which are owned by the Company, or with respect to vote which the Company has or shares voting power or control (including all of the Shares or other equity securities of UTV which may, or with respect to which voting power or control may, hereafter be acquired by the Company) at any annual or special meeting of stockholders of UTV and at any adjournment thereof, or pursuant to any action by written consent, in which matters relating to the time of UTV Merger, the UTV Merger Agreement, any vote Competing Transaction or any Superior Proposal are considered: (i) in favor of the approval and adoption (as applicable) of the UTV Merger Agreement and any actions related thereto, the approval of the UTV Merger; (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, and (iii) against any (1) Acquisition Proposalaction, (2) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action proposal or agreement that would could be reasonably be expected to (a) result in a breach in any material breach or violation respect of any covenant, representation or warranty or any other obligation of such Stockholder contained in the Company under this Agreement or the UTV Merger Agreement, (b) materially impede, interfere with, delay, postpone or adversely affect the UTV Merger or (5c) result in a failure to fulfill any change in the membership one of the Company Board, unless approved by Parentconditions to the UTV Merger Agreement; and (iii) against any Competing Transaction or Superior Proposal.

Voting Agreement. Beginning on From the date hereof until the Expiration DateDate (the “Support Period”), each Stockholder hereby irrevocably and unconditionally hereby agrees that at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the stockholders of the CompanyCompany Stockholders, however called, and at in connection with any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders written consent of the Company is soughtStockholders, each such Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, : (a) appear at such meeting or otherwise cause its Subject all of the Existing Shares and all other shares of Voting Stock or voting securities over which he, she or it has acquired beneficial or record ownership after the date hereof or otherwise has the power to vote or direct the voting of (including any shares of Voting Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Voting Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities or otherwise over which he, she or it has the power to vote) (together with the Existing Shares, collectively, the “Shares”), which he, she or it owns or controls as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum, ; and (b) so long as there has not been a Company Adverse Recommendation Change made by the Company Special Committee or the Company Board (acting at the recommendation of the Company Special Committee) in compliance with the Merger Agreement that has not been rescinded or otherwise withdrawn, vote (or cause to be voted)voted (including by proxy or written consent, in person or by proxy, if applicable) all Subject such Shares that such Stockholder is entitled to vote at the time of any vote (i) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related theretothe approval of the transactions contemplated thereby, including the Merger, (ii) in favor of any proposal to adjourn a or postpone such meeting of the stockholders Company Stockholders to a later date if such adjournment or postponement is proposed in compliance with the provisions of the Company to solicit additional proxies in favor of the approval and adoption (as applicableSection 5.7(e) of the Merger Agreement and any actions related theretoAgreement, and (iii) against any action or proposal in favor of any Alternative Company Transaction, without regard to the terms of such Alternative Company Transaction or (1iv) Acquisition Proposalagainst any action, (2) reorganizationproposal, recapitalizationtransaction, liquidation agreement or winding-up amendment of the Company Charter or any other extraordinary transaction involving the CompanyCompany Bylaws, in each case of this clause (3iv) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4A) any action or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation or agreement of such the Company contained in the Merger Agreement, or of any Stockholder contained in this AgreementAgreement for which the Stockholders have received prior notice from Parent or the Company that it reasonably expects that such action or proposal would result in a breach, or (5B) prevent, impede, interfere with, delay, postpone, or adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger. For the avoidance of doubt, the foregoing commitments apply to any change Shares held by any trust, limited partnership or other entity directly or indirectly holding Shares for which any Stockholder serves as a partner, stockholder, trustee or in a similar capacity. To the membership extent any Stockholder does not have sole control of the voting determinations of such entity, such Stockholder agrees to exercise all voting rights or other voting determination rights he, she or it has in such entity to carry out the intent and purposes of his, her or its support and voting obligations in this paragraph and otherwise set forth in this Agreement. Each Stockholder represents, covenants and agrees that, (x) except for this Agreement, he, she or it has not entered into, and shall not enter into during the Support Period, any commitment, agreement, understanding or other similar arrangement with any person to vote or give instructions in any manner with respect to any Shares, including any voting agreement or voting trust and (y) except as expressly set forth herein or with respect to routine matters at an annual meeting of the Company BoardStockholders, unless approved he, she or it has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to any Shares. Each Stockholder agrees not to enter into any agreement or commitment with any person the effect of which would violate, or frustrate the intent of, the provisions of this Agreement. In furtherance and not in limitation of the foregoing, but only in the event and in each case that a Stockholder fails to be counted as present or fails to vote all of such Stockholder’s Shares in accordance with this Agreement until the Expiration Date, each Stockholder hereby appoints Xxxxx Xxxx, for so long as she serves as Chief Legal Officer of Parent and the Company, or any other person acting as Chief Legal Officer of Parent and the Company and any designee thereof, and each of them individually, its proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by Parentwritten consent (and to instruct nominees or record holders to vote or act by written consent) during the Support Period with respect to any and all of such Stockholder’s Shares in accordance with this Section 3. This proxy and power of attorney are given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby agrees that this proxy and power of attorney granted by each such Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient under applicable Law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Stockholder with respect to any Shares regarding the matters set forth in this Section 3. The power of attorney granted by each Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of such Stockholder.

Voting Agreement. Beginning on (a) From the date hereof until termination of this Agreement in accordance with Section 6.02, the Expiration DateVC Shareholder hereby agrees: (i) to vote or exercise its right to consent with respect to all Subject Shares that such VC Shareholder is entitled to vote at the time of any vote or action by written consent in favor of any proposal (A) to approve and adopt the Transaction Agreement and the other Transaction Documents (including the Investor’s rights under Section 4.03 of the Investor Rights Agreement) (or in each case any amended version thereof; provided that such amendment is not materially adverse to such VC Shareholder and does not increase the obligations of such VC Shareholder), each Stockholder hereby irrevocably the Company Charter Amendment, the Issuance and unconditionally agrees that all agreements related to the Investment and any actions related thereto at any meeting of the stockholders shareholders of the CompanyCompany (each, however calleda “Company Shareholders Meeting”), and at any adjournment thereof, at which the Merger Agreement (such matters, or any amended version thereof) or the Transactionssuch other actions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders shareholders of the Company is sought, each Stockholder shall, in each case and (B) to the fullest extent adjourn or postpone such meeting to a later date if there are not sufficient votes for adoption of any such matters or actions at any Company Shareholders Meeting; and (ii) that it will not vote any of its Subject Shares are entitled to in favor of, or consent to, and will vote thereonagainst and not consent to, (a) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) vote (or cause to be voted), in person or by proxy, all Subject Shares that such Stockholder is entitled to vote at the time approval of any vote (i) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, and (iii) against any (1) Acquisition Proposal, (2A) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, Company (3other than the Investment) or (B) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement Contract that would reasonably be expected to result in a material breach frustrate the purposes of, impede, hinder, interfere with, prevent, delay or violation materially and adversely affect the consummation of any covenant, representation or warranty the transactions contemplated by the Transaction Agreement or any other obligation of such Stockholder contained in this AgreementTransaction Document, or (5) including any change in the membership of the Company Board, unless approved by ParentContract related to an Acquisition Proposal.

Voting Agreement. Beginning on the date hereof until the Expiration DateEach Stockholder shall, each Stockholder hereby irrevocably and unconditionally agrees that at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders holders of the Company, however called, and at any adjournment thereof, at which the Merger Agreement Shares (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the a “Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, Stockholders Meeting”): (a) appear at such meeting be present, in person or represented by proxy, or otherwise cause its such Stockholder’s Subject Shares to be counted as present thereat for purposes of calculating determining the presence of a quorum, quorum at such meeting; and (b) vote (or cause to be voted), in person or by proxy, ) with respect to all such Stockholder’s Subject Shares (to the extent that any of such Stockholder is entitled Stockholder’s Subject Shares have not been purchased in the Offer prior to vote at the time of any vote record date with respect to such vote): (i) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, Agreement; (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company Stockholders Meeting to solicit additional proxies in favor of the approval and a later date if there are not sufficient votes for adoption (as applicable) of the Merger Agreement and any actions related thereto, and on the date on which the Company Stockholders Meeting is held; and (iii) against (A) any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would proposal that could reasonably be expected to prevent to, directly or delay indirectly, impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the TransactionsOffer or Merger, (4B) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, and (C) any action, proposal, transaction or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation or agreement of such Stockholder contained in under this AgreementAgreement or, or (5) any change in the membership to such Stockholder’s knowledge, of the Company Board, unless approved by Parentunder the Merger Agreement.

Voting Agreement. Beginning on the date hereof until Until the Expiration DateTime, at every meeting of the Company’s stockholders at which any of the following matters are to be voted on (and at every adjournment or postponement thereof), and on any action or approval of the Company’s stockholders by written consent with respect to any of the following matters, each Stockholder hereby irrevocably and unconditionally agrees that at any meeting of the stockholders of the Company, however called, and at any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (a) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) vote (or cause to be voted), present in person or represented by proxy, all Subject Shares that such Stockholder is entitled proxy and to vote at (including via proxy) all of the time Covered Shares (or, if applicable, cause the holder of record on any applicable record date to vote (iincluding via proxy) in favor all of the approval and adoption Covered Shares) (as applicable) of the Merger Agreement and any actions related thereto, (iia) in favor of any proposal to approve the adoption of the Merger Agreement and approve the Merger; (b) in favor of any proposal to postpone, recess or adjourn a meeting of the at which there is a proposal for stockholders of the Company to solicit additional proxies in favor of approve the approval and adoption (as applicable) of the Merger Agreement to a later date if there are not sufficient votes to approve the adoption of the Merger Agreement or if there are not sufficient Common Shares present in person or represented by proxy at such meeting to constitute a quorum; and any actions related thereto(c) against, and not provide any written consent with respect to or for, the approval or adoption of (iiii) against any (1) Acquisition Proposalamendment or modification of the Company’s organizational documents, (2) any reorganization, recapitalization, sale of all or substantially all of the assets, liquidation or winding-winding up of the Company of, or any other extraordinary transaction involving the Company, (3) Company or any of its Subsidiaries or any other action or agreement the consummation of which that is intended or would reasonably be expected to prevent or delay the consummation to, result in any of the Transactionsconditions to the Company’s, (4) any action Parent’s or agreement that would reasonably be expected to Merger Sub’s obligations set forth in Article 9 under the Merger Agreement not being fulfilled or result in a material breach or violation of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or such Stockholder contained in this Agreement, (ii) any Acquisition Proposal, (iii) any proposal that delays or imposes any additional restrictions or conditions on the payment of the Merger Consideration or imposes any additional conditions on the consummation of the Merger, or (5iv) any change proposal that alters or changes the amount or kind of consideration to be paid to the holders of Company Securities in connection with the membership of the Company Board, unless approved by ParentMerger.

Voting Agreement. Beginning on Each Stockholder hereby agrees to vote (or cause to be voted) all of the Securities, (which such Securities include (i) shares of Common Stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of Common Stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any Common Stock, voting securities or securities convertible into or exchangeable for Common Stock or voting securities of the Company), which such Stockholder has the right to so vote at the Stockholder Meeting in favor of the approval and adoption Transactions and any actions required in furtherance thereof. In addition, from the date hereof and until the Expiration Date, termination of this Agreement each Stockholder hereby irrevocably and unconditionally agrees that to vote (or cause to be voted) at any annual, special or other meeting of the stockholders of the Company, however called, and at any adjournment or adjournments thereof, at which the Merger Agreement (or pursuant to any amended version thereof) consent in lieu of a meeting or the Transactionsotherwise, are submitted for the consideration and vote all of the stockholders of Securities which such Stockholder has the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case right to the fullest extent that its Subject Shares are entitled to vote thereon, (so vote: a) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) vote (or cause to be voted), in person or by proxy, all Subject Shares that such Stockholder is entitled to vote at the time of any vote (i) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, and (iii) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement that would reasonably be expected to result in a breach in any material breach or violation respect of any covenant, representation or warranty or any other obligation of such Stockholder contained in this the Company under the Purchase Agreement; b) against any action that might impede, frustrate, interfere with, delay, postpone or (5) any change in adversely affect the membership Transactions, Transaction Documents or the constitutive documents of the Company Board(including the articles of incorporation and bylaws of the Company) that would materially and adversely affect the rights of the Management Team; and c) against any action that might impede, unless approved frustrate, interfere with, delay, postpone or adversely affect the rights of the Management Team under Section 2.01 of the Stockholders Agreement. Any vote required to be cast or consent required to be executed pursuant to this Section 1.01 shall be cast or executed in accordance with the applicable procedures related thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent; and if any action is taken by Parentwritten consent rather than at a meeting of the stockholders of the Company, consent shall be given or withheld by each Stockholder with respect to the Securities held by such Stockholder in the same manner as if such Securities were voted at a meeting in accordance with the provisions of Section 1.01.

Voting Agreement. Beginning on Stockholder hereby agrees that prior to the date hereof until the Expiration Termination Date, each Stockholder hereby irrevocably and unconditionally agrees that at any if a meeting of the stockholders of the Company, however called, and at any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is soughtheld to consider adoption of the Merger Agreement (the "Stockholders Meeting"), each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (a) will appear at such meeting meeting, in person or by proxy, or otherwise cause its the Subject Shares to be counted as present thereat for purposes of calculating establishing a quorum, (b) quorum and will vote (or cause to be voted)) at such meeting, and at any postponement or postponements or adjournment or adjournments thereof, or consent to (or cause to be consented to) in person or by proxylieu of such a meeting, all of the Subject Shares that which such Stockholder is entitled has the right to vote at the time of any vote so vote: (i1) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, Agreement; (ii2) in favor of any proposal other matters necessary to adjourn a meeting the consummation of the stockholders of transactions contemplated by the Company to solicit additional proxies in favor of Merger Agreement, including the Merger; (3) against the approval and or adoption of any Acquisition Proposal (as applicable) of defined in the Merger Agreement and any actions related theretoAgreement), and without regard to the terms of such Acquisition Proposal; (iii4) against any (1) Acquisition Proposaltransaction, (2) reorganizationproposal, recapitalization, liquidation agreement or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which that would reasonably be expected to prevent or delay the materially and adversely affect consummation of the Transactionstransactions contemplated by the Merger Agreement; and (5) against the approval or adoption of any action, (4) any action proposal, transaction or agreement that that, to the knowledge of Stockholder, would reasonably be expected to result in a material breach any of the conditions set forth in Sections 7.1 and 7.2 of the Merger Agreement to not be satisfied or violation capable of any covenantbeing satisfied. 1.02 Irrevocable Proxy. Stockholder, representation or warranty or any other obligation of such Stockholder contained in by this Agreement, does hereby constitute and appoint Parent and Merger Sub, or any nominee thereof, and each of them individually, with full power of substitution and resubstitution, during and for the term of this Agreement, as Stockholder's true and lawful attorney-in-fact and proxy for and in Stockholder's name, place and stead, to vote (5or, if Stockholder holds the Subject Shares beneficially, to instruct nominees or record holders to vote) and otherwise act with respect to all the Subject Shares that Stockholder owns beneficially or of record at the time of such vote, at any change in the membership annual, special or other meeting of the stockholders of the Company, and at any postponement or postponements or adjournment or adjournments thereof (and this appointment will include the right to sign on behalf of Stockholder as Stockholder's attorney-in-fact any written consent, certificate or other document relating to the Company Boardthat Legal Requirements of the State of Delaware may require or permit), unless approved by Parentbut in all cases solely with respect to the matters set forth in Section 1.01.

Voting Agreement. Beginning on the date hereof until (a) Each Shareholder hereby covenants and agrees that, prior to the Expiration Date, each Stockholder hereby irrevocably and unconditionally agrees that at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders shareholders of the CompanyRMT Partner, however called, and at any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance action taken by the written consent of shareholders of RMT Partner without a meeting, unless otherwise directed in which the vote or other approval of the stockholders of the Company is soughtwriting by Parent, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (a) Shareholder will appear at such the meeting or otherwise cause its Subject such Shareholder’s Shares to be counted as present thereat for purposes of calculating establishing a quorum, (b) quorum and vote (or consent or cause to be voted), in person voted or by proxy, all Subject Shares that such Stockholder is entitled to vote at consented the time of any vote Shares: (i) in favor of (A) the issuance of RMT Partner Common Stock pursuant to the Merger, (B) authorizing the Transactions, and (C) to the extent that a vote is solicited in connection with this Agreement or the Transaction Agreement, any other action required or desirable in furtherance hereof or thereof; (ii) to the extent a vote is solicited in connection with the approval and adoption (as applicable) of any action, agreement or proposal that would result in a breach of any representation, warranty, covenant or obligation of RMT Partner in the Transaction Agreement or the Other RMT Agreements or that would delay or hinder the consummation of the Merger or the other Transactions or that would preclude fulfillment of a condition precedent under the Transaction Agreement and any actions related theretoto RMT Partner’s, (ii) in favor of any proposal Parent’s, Folgers’ or Merger Sub’s obligation to adjourn a meeting of consummate the stockholders of Merger or the Company to solicit additional proxies in favor of other Transactions, against the approval and adoption (as applicable) of the Merger Agreement and any actions related theretosuch action, and agreement or proposal; and (iii) against approval of any (1) Acquisition Proposalaction, (2) reorganization, recapitalization, liquidation agreement or winding-up proposal made in opposition to or in competition with the issuance of the Company or any other extraordinary transaction involving RMT Partner Common Stock pursuant to the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay Merger and the consummation of the TransactionsMerger, including any RMT Partner Takeover Proposal or RMT Partner Superior Proposal. (4b) Prior to the Expiration Date, each Shareholder will not enter into any action agreement or agreement that would reasonably be expected understanding with any person to result vote or give instructions in a material breach or violation any manner inconsistent with any provision of any covenant, representation or warranty or any other obligation of such Stockholder contained in this Agreement, or (5) any change in Section 1.1. This Agreement is intended to bind each Shareholder only with respect to the membership of the Company Board, unless approved by Parentspecific matters set forth herein.

Voting Agreement. Beginning on the date hereof until the Expiration Date, each Stockholder The Sponsor hereby unconditionally and irrevocably and unconditionally agrees that during the period from the Original Date through the Termination Date as determined in accordance with Section 13, at the SPAC Stockholders’ Meeting or at any other meeting of the stockholders of the CompanySPAC (whether annual or extraordinary and whether or not an adjourned or postponed meeting, however called, called and at including any adjournment thereof, at which the Merger Agreement (or any amended version postponement thereof) or the Transactions, are submitted for the consideration and vote in connection with any action by written consent of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case SPAC related to the fullest extent that its Subject Shares are entitled to vote thereonTransactions, the Sponsor has, through the date hereof, and shall: (a) when such meeting is held, appear at such meeting or otherwise cause its Subject Shares all shares of SPAC Common Stock or any other voting securities of the SPAC 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 Original Date or later acquired (the “Sponsor Shares”), to be counted as present thereat for purposes the purpose of calculating establishing a quorum, ; (b) vote (or execute and return an action by written consent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), in person or by proxy, all Subject of the Sponsor Shares that such Stockholder is entitled to vote at the time of any vote (i) in favor of the approval and adoption (as applicable) of the BCA and approval of the Merger Agreement and any actions related theretoall other Transactions, (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, and (iii) against any (1) Acquisition Proposalaction, (2) reorganization, recapitalization, liquidation agreement or winding-up of the Company transaction or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement proposal that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation or agreement of the SPAC under the BCA or hereunder or that would reasonably be expected to result in the failure of the Merger or the other Transactions from being consummated, (iii) for the approval of an extension of the deadline for SPAC to consummate its initial business combination at the extraordinary general meeting scheduled to be held prior to September 9, 2022, or any adjournment thereof and (iv) each of the proposals and any other matters necessary or reasonably requested by the SPAC for consummation of the Merger and the other Transactions; and (c) vote (or execute and return an action by written consent), or cause to be voted at such Stockholder meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Shares against (i) any Alternative Transaction and (ii) any other action that would reasonably be expected to (x) prevent, materially delay or materially impede the Merger or any of the other Transactions, or (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor contained in this Agreement, or (5) any change in the membership of the Company Board, unless approved by Parent.

Voting Agreement. Beginning on The Sponsor hereby unconditionally and irrevocably agrees that during the period from the date hereof until through the Expiration DateTermination Date as determined in accordance with Section 13, each Stockholder hereby irrevocably and unconditionally agrees that at the SPAC Stockholders’ Meeting or at any other meeting of the stockholders of the CompanySPAC (whether annual or extraordinary and whether or not an adjourned or postponed meeting, however called, called and at including any adjournment thereof, at which the Merger Agreement (or any amended version postponement thereof) or the Transactions, are submitted for the consideration and vote in connection with any action by written consent of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case SPAC related to the fullest extent that its Subject Shares are entitled to vote thereonTransactions, the Sponsor shall: (a) when such meeting is held, appear at such meeting or otherwise cause its Subject Shares all shares of SPAC Common Stock or any other voting securities of the SPAC 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 date hereof or later acquired (the “Sponsor Shares”), to be counted as present thereat for purposes the purpose of calculating establishing a quorum, ; (b) vote (or execute and return an action by written consent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), in person or by proxy, all Subject of the Sponsor Shares that such Stockholder is entitled to vote at the time of any vote (i) in favor of the approval and adoption (as applicable) of the BCA and approval of the Merger Agreement and any actions related theretoall other Transactions, (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, and (iii) against any (1) Acquisition Proposalaction, (2) reorganization, recapitalization, liquidation agreement or winding-up of the Company transaction or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement proposal that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation or agreement of the SPAC under the BCA or hereunder or that would reasonably be expected to result in the failure of the Merger or the other Transactions from being consummated, (iii) for the approval of an extension of the deadline for SPAC to consummate its initial business combination at the extraordinary general meeting scheduled to be held prior to September 9, 2022, or any adjournment thereof and (iv) each of the proposals and any other matters necessary or reasonably requested by the SPAC for consummation of the Merger and the other Transactions; and (c) vote (or execute and return an action by written consent), or cause to be voted at such Stockholder meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Shares against (i) any Alternative Transaction and (ii) any other action that would reasonably be expected to (x) prevent, materially delay or materially impede the Merger or any of the other Transactions, or (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor contained in this Agreement, or (5) any change in the membership of the Company Board, unless approved by Parent.

Voting Agreement. Beginning on Each Shareholder hereby agrees that, from the date hereof of this Agreement until the Expiration Datetermination of this Agreement in accordance with its terms (the “Covered Period”), each Stockholder hereby irrevocably and unconditionally agrees that at any meeting of the stockholders of the Company’s Shareholders (including any Company Shareholder Meeting), however called, and at any every adjournment or postponement thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval action proposed to be taken by written consent of the stockholders Shareholders of the Company is soughtCompany, each Stockholder shall, such Shareholder shall appear (in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (aperson or by proxy) appear at such meeting of the Company’s Shareholders (including the Company Shareholder Meeting), or otherwise any adjournment or postponement thereof, in accordance with the Company Bylaws and cause its all of the Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) quorum and shall affirmatively vote (or cause to be voted) all of the Subject Shares in favor of, or, if action is to be taken by written consent in lieu of a meeting of the Company’s Shareholders, deliver to the Company a duly executed affirmative written consent in favor of (to the extent applicable), in person or by proxy, all Subject Shares that such Stockholder is entitled to vote at the time of any vote (i) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related theretoAgreement, (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company Shareholder Meeting to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, the approval of the Mergers if there are not sufficient votes to adopt the Merger Agreement and approve the Mergers on the date on which such Company Shareholders Meeting is held and (iii) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary action, proposal, transaction involving the Company, (3) action or agreement the consummation approval of which would reasonably be expected is required to prevent or delay ensure the timely consummation of the TransactionsMergers; provided that such Shareholders shall have no obligation to consent to or vote in favor of any action, proposal, transaction or agreement pursuant to this clause (4iii) any if the underlying action or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation of such Stockholder contained in this Agreement, or (5) any change in transaction is not conditioned upon the membership occurrence of the Company Board, unless approved by ParentClosing.

Voting Agreement. Beginning on Each Holder hereby unconditionally and irrevocably agrees that, during the period from the date hereof until through the Expiration Datedate on which this Agreement terminates in accordance with Section 5 (such period, each Stockholder hereby irrevocably and unconditionally agrees that the “Restricted Period”), at any duly called meeting of the stockholders of the Company, however called, and at any adjournment thereof, at which the Merger Agreement Buyer (or any amended version adjournment or postponement thereof) or the Transactions(a “Stockholder Meeting”), are submitted for the consideration and vote in any action by written consent of the stockholders of the CompanyBuyer requested by the Buyer’s Board of Directors or undertaken as contemplated by the Transactions, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder such Holder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereonif a Stockholder Meeting is held, (a) appear at such meeting Stockholder Meeting, in person or by proxy, or otherwise cause all of its Subject Covered Shares to be counted as present thereat for purposes of calculating establishing a quorum, (b) and it shall vote or consent (or cause to be votedvoted or consented) (which shall include, for the avoidance of doubt, any consent in writing (to the extent applicable)), in person or by proxyproxy (if a Stockholder Meeting) or by written consent (if an action by written consent), all Subject of its Covered Shares that such Stockholder is entitled to vote at the time of any vote (i) in favor of the approval and adoption (as applicable) of the Merger Business Combination Agreement and approval of the Transactions (including the Mergers and any actions related theretorequired in furtherance thereof), (ii) in favor of the issuance of shares of Class A Common Stock and Class B Common Stock of the Buyer (including the Earnout Shares) in connection with the Transactions and under the Subscription Agreements (including as may be required by the Stock Exchange listing requirements), (iii) in favor of the amendment and restatement of (A) the A&R Buyer Certificate of Incorporation in the form of the Second A&R Buyer Certificate of Incorporation attached as Exhibit D to the Business Combination Agreement and (B) the Buyer Bylaws in the form of the A&R Buyer Bylaws attached as Exhibit E to the Business Combination Agreement, (iv) in favor of the approval of the adoption of the EIP, (v) in favor of any other proposals the parties to the Business Combination Agreement agree are necessary or desirable to consummate the Transactions, (vi) in favor of any proposal to adjourn or postpone the applicable Stockholder Meeting to a meeting later date if (and only if) there are not sufficient votes for approval of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Business Combination Agreement and any actions related theretothe other Buyer Shareholder Voting Matters on the dates on which such Stockholder Meeting is held, and (iiivii) against the following actions or proposals: (A) any Competing Transaction in respect of the Buyer or any proposal in opposition to approval of the Business Combination Agreement or in competition with or inconsistent with the Business Combination Agreement, (B) any action or proposal that would result in a breach of any representation, warranty, covenant, obligation or agreement of the Buyer contained in the Business Combination Agreement, and (C) (1) Acquisition Proposalany change in the present capitalization of the Buyer or any amendment of the A&R Buyer Certificate of Incorporation or Buyer Bylaws, except to the extent expressly contemplated by the Business Combination Agreement or approved by the prior written consent of the Company, (2) reorganization, recapitalization, any liquidation or winding-up of dissolution or other change in the Company or any other extraordinary transaction involving the CompanyBuyer’s corporate structure, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactionsany action, (4) any action proposal, transaction or agreement that would reasonably be expected to result in a breach in any material breach or violation respect of any covenant, representation or warranty or any other obligation or agreement of such Stockholder contained in Holder under this Agreement, or (54) any change other action or proposal involving the Buyer or any of its Subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the Transactions. The obligations of each Holder specified in this Section 1.1 shall apply whether or not the membership Blocker Merger, Buyer Merger, Company Merger, any of the Transactions or any action described above is recommended by the Buyer’s Board of Directors. If any Holder is the beneficial owner, but not the registered holder, of the Covered Shares, such Holder agrees to take all actions necessary or requested by the Company Board, unless approved by Parentto cause the registered holder and any nominees to vote all of the Covered Shares in accordance with the terms of this Agreement.

Voting Agreement. Beginning on the date hereof until the Expiration DateSubject to Section 3 below, each Stockholder hereby irrevocably and unconditionally agrees that at any meeting of the stockholders of the Company, however called, and at any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (a) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) vote (or cause to be voted) all of its shares of capital stock of the Company as is indicated on Exhibit A and all other shares of capital stock of the Company now owned or hereafter acquired, or which Stockholder may be empowered to vote (the "SHARES"), in person from time to time and at all times, whether at an annual or special meeting of the Company's stockholders, or upon an action by proxywritten consent, all Subject Shares that such Stockholder is entitled to vote at the time of any vote (ia) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, and (iii) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactionstransactions contemplated therein, including the Merger, (4b) against any action or agreement that would reasonably be expected to result in a breach in any material breach or violation respect of any covenant, representation or warranty or any other obligation of such Stockholder contained in this the Company and infoUSA under the Merger Agreement, or and (5c) except as otherwise agreed to in writing in advance by the Company (other than the Merger and the other transactions contemplated by the Merger Agreement), against: (i) any Acquisition Proposal, (ii) any change in the membership board of directors of the Company Boardother than in connection with the Merger, unless approved (iii) any amendment of the Company's certificate of incorporation other than in connection with the Merger, or (iv) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or materially and adversely affect the contemplated benefits to the Company of the Merger and the other transactions contemplated by Parentthe Merger Agreement. Stockholder shall not enter into any agreement or understanding, whether oral or written, with any person or entity prior to the termination of this Agreement to vote thereafter in a manner inconsistent with this Section 1.

Voting Agreement. Beginning on the date hereof 4.1 The Investor hereby agrees that, until the Expiration Lockup Date, each Stockholder hereby irrevocably (A) without prejudice to the rights of the Investor set forth in clause (B), the Investor shall not, and unconditionally agrees shall cause its Affiliates who hold any Company Securities not to, solicit, effect or seek to effect, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way knowingly assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, or make any public statement with respect to, any action with respect to the Company or its Subsidiaries (as defined in the Share Purchase Agreement) (including without limitation any merger, consolidation, business combination, tender or exchange offer involving the Company) that is not recommended by the Board, and (B) at any meeting of the stockholders shareholders of the Company, however called, and or at any adjournment thereof, at which the Merger Agreement or postponement thereof (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Companya “Company Shareholders’ Meeting”), or in any other circumstance in circumstances upon which the vote a vote, consent or other approval (including by written consent) is sought by or from the shareholders of the stockholders of Company: (i) the Company is sought, each Stockholder Investor shall, in each case to the fullest extent that and shall cause its Subject Shares are entitled to vote thereonAffiliates who hold any Company Securities to, (a) appear at such meeting Company Shareholders’ Meeting or otherwise cause all Company Securities Beneficially Owned by the Investor or its Subject Shares Affiliates to be counted as present thereat for purposes the purpose of calculating establishing a quorumquorum and shall take all other necessary or desirable actions within their control (including, without limitation, execution of written consents or resolutions in lieu of meetings); and (bii) with respect to any matter upon which a vote, consent or other approval (including by written consent) is sought by or from the shareholders of the Company, the Investor shall, and shall cause its Affiliates who hold any Company Securities to, vote (or and cause to be votedvoted all Company Securities Beneficially Owned by the Investor or its Affiliates in the manner recommended by the Board at any such Company Shareholders’ Meeting or under any such other circumstances upon which a vote, consent or other approval (including by written consent) is sought, in the case of (B), in person or by proxy, all Subject Shares that (x) to the extent such Stockholder is entitled to vote at the time of any vote (i) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, Securities may be voted on such matter and (iiiy) against other than with respect to any such matter (1) Acquisition Proposalthat relates to a transaction between the Company, (2) reorganizationon the one hand, recapitalization, liquidation or winding-up and any Affiliate of the Company or any officer, director, shareholder or member of the Company or any of its Affiliates, on the other extraordinary transaction involving hand, (2) that relates to the Companydisposition of a material portion of the assets or securities of the Company and its Subsidiaries (as defined in the Share Purchase Agreement), taken as a whole, or (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement that would reasonably be expected to result in constitutes a material breach or violation of any covenantapplicable Law by the Company. The Parties agree that, representation or warranty or any other obligation upon execution of such Stockholder contained in this Agreement, or (5) any change in the membership Section 11 of the confidentiality agreement, dated as of August 23, 2018, by and between the Company Boardand Hxxxxxxxx Capital Management, unless approved by ParentLtd. shall automatically terminate and be of no further force and effect.

Voting Agreement. Beginning (a) The Company hereby agrees to appear, or cause the holder of record of the Shares on any applicable record date (the date hereof until "Record Holder") to appear, for the Expiration Date, each Stockholder hereby irrevocably and unconditionally agrees that purpose of obtaining a quorum at any annual or special meeting of the stockholders of the Company, however called, BHC and at any adjournment thereof, thereof at which matters relating to the BHC Merger or the BHC Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (a) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, considered. (b) vote (The Company hereby further agrees to vote, or cause the Record Holder to be voted)vote, in person or by proxy, all Subject the Shares that such Stockholder is entitled or other equity securities of BHC with voting rights which are owned by the Company, or with respect to vote which the Company has or shares voting power or control (including all of the Shares or other equity securities of BHC which may, or with respect to which voting power or control may, hereafter be acquired by the Company) at any annual or special meeting of stockholders of BHC and at any adjournment thereof, or pursuant to any action by written consent, in which matters relating to the time of BHC Merger, the BHC Merger Agreement, any vote Competing Transaction or any Superior Proposal are considered: (i) in favor of the approval and adoption (as applicable) of the BHC Merger Agreement and any actions related thereto, the approval of the BHC Merger; (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, and (iii) against any (1) Acquisition Proposalaction, (2) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action proposal or agreement that would could be reasonably be expected to (a) result in a breach in any material breach or violation respect of any covenant, representation or warranty or any other obligation of such Stockholder contained in the Company under this Agreement or the BHC Merger Agreement, (b) materially impede, interfere with, delay, postpone or adversely affect the BHC Merger or (5c) result in a failure to fulfill any change in the membership one of the Company Board, unless approved by Parentconditions to the BHC Merger Agreement; and (iii) against any Competing Transaction or Superior Proposal.

Voting Agreement. Beginning on The Stockholder agrees that, during the date hereof until the Expiration Datetime this Agreement is in effect, each Stockholder hereby irrevocably and unconditionally agrees that at any meeting of the stockholders of the CompanyCompany (a "Company Stockholders' Meeting"), however called, and at any every adjournment or postponement thereof, at which the Merger Agreement (and on every action or any amended version thereof) or the Transactions, are submitted for the consideration and vote approval by written consent of the stockholders shareholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, she shall (ai) appear at such the meeting or otherwise cause its Subject Shares her Owned Shares, together with any Company Common Stock and any Company Preferred Stock acquired by the Stockholder after the date of this Agreement whether upon the exercise of Stock Options or otherwise (the Stockholder's acquired shares, together with the Stockholder's Owned Shares, are referred to herein as the Stockholder's "Shares"), to be counted as present thereat for purposes of calculating establishing a quorum, (bii) vote (vote, or execute consents in respect of, her Shares, or cause her Shares to be voted), or consents to be executed in person or by proxyrespect thereof, all Subject Shares that such Stockholder is entitled to vote at the time of any vote (i) in favor of the approval and adoption (as applicable) of the Merger Agreement Asset Purchase Agreement, and any actions related thereto, (ii) action required in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, furtherance thereof and (iii) vote, or execute consents in respect of, her Shares, or cause her Shares to be voted, or consents to be executed in respect thereof, against (A) any agreement or transaction relating to any Takeover Proposal or transaction or occurrence that if proposed and offered to the Company or its stockholders (1or any of them) Acquisition Proposalwould constitute a Takeover Proposal (collectively, "Alternative Transactions"), (2B) reorganizationany amendment of the Company's Certificate of Incorporation or By-laws or other proposal, recapitalization, liquidation action or winding-up of transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other extraordinary transaction involving the Companyproposal, (3) action or agreement the consummation of which would transaction could reasonably be expected to prevent or materially impede or delay the consummation of the transactions contemplated by the Asset Purchase Agreement or this Agreement or to deprive Honeywell of any material portion of the benefits anticipated by Honeywell to be received from the consummation of the transactions contemplated by the Asset Purchase Agreement or this Agreement, or change in any manner the voting rights of the Company Common Stock or the Company Preferred Stock (collectively, "Frustrating Transactions, ") presented to the Stockholders of the Company (4regardless of any recommendation of the Board of Directors of the Company) or in respect of which vote of consent of the Stockholder is requested or sought and (C) any action or agreement that would reasonably be expected to result in a breach in any material breach or violation respect of any covenantrepresentation, representation warrant, covenant or warranty agreement or any other obligation of such Stockholder contained in this Agreement, the Company under the Asset Purchase Agreement or (5) any change in the membership of the Company Board, unless approved by ParentStockholder hereunder.

Voting Agreement. Beginning on From the date hereof until the Expiration Datetermination of this Agreement in accordance with Section 5.03, each Stockholder hereby irrevocably shall (x) appear at each meeting (whether annual or special and unconditionally agrees that at any each adjourned or postponed meeting of and including the stockholders of the Company, however called, and at any adjournment thereof, at which the Merger Agreement (or any amended version thereofCompany Special Meeting) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case concerning proposals related to the fullest extent that its Subject Shares are entitled to vote thereonMerger, (a) appear Merger Agreement, any Company Takeover Proposal or any other transaction contemplated by the Merger Agreement or at such meeting which any matter set forth in this Section 1.01 is being considered, however called, or otherwise cause its Subject all of the Company Shares owned (whether beneficially or of record) at such time by such Stockholder to be counted as present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any, and (by) vote (or cause to be votedvoted (including by proxy or written consent, if applicable, with respect to) all Company Shares (including any New Company Shares (as defined below), as applicable) owned (whether beneficially or of record) at such time by such Stockholder: (a) with respect to each meeting at which a vote of such Stockholder on the Merger is requested (a “Merger Proposal”), in person or by proxyfavor of such Merger Proposal (and, all Subject Shares in the event that such Stockholder Merger Proposal is entitled to vote at the time of any vote (i) presented as more than one proposal, in favor of each proposal that is part of such Merger Proposal), and in favor of any other transactions or matters expressly contemplated by the approval and Merger Agreement; (b) against any Company Takeover Proposal, without regard to the terms of such Company Takeover Proposal, or any other transaction, proposal, agreement or action made in opposition to adoption (as applicable) of the Merger Agreement or in competition or inconsistent with the Merger and the other transactions or matters contemplated by the Merger Agreement; (c) against any actions related theretoother action, (ii) in favor of agreement or transaction that is intended, or that would or would reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of other transactions expressly contemplated by the Merger Agreement and any actions related theretoor the performance by such Stockholder of his, and her or its obligations under this Agreement; (iiid) against any (1) Acquisition Proposalaction, (2) reorganizationproposal, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement that would or would reasonably be expected to result in a breach in any material breach or violation respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of such Stockholder contained in this Agreement, or ; and (5e) in favor of any change in other matter necessary to the membership consummation of the Company Boardtransactions contemplated by the Merger Agreement, unless approved by Parentincluding the Merger (clauses (a) through (e) of this Section 1.01, the “Required Votes”).

Voting Agreement. Beginning on (a) From and after the date hereof until the Expiration Datehereof, each Stockholder hereby irrevocably and unconditionally agrees that at any meeting of the stockholders of the Company’s shareholders (or any adjournment or postponement thereof), however called, and at any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case Investor separately agrees to the fullest extent that its Subject Shares are entitled to vote thereon, (a) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) vote (or cause to be voted), ) in person or by proxy, proxy all Subject Shares that of such Stockholder is entitled to vote at the time of any vote Investor’s Investor Owned Shares: (i) in favor of (and shall provide written consent to) the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, the Transaction (ii) and in favor of any proposal to adjourn a actions and proposals required, or submitted for approval at any meeting of the stockholders Company shareholders, in furtherance thereof); (ii) against (and shall not provide any written consent to) any proposal presented to the Company’s shareholders for approval at any meeting of the Company’s shareholders, or any written consent in lieu thereof, if the action, transaction or agreement that is the subject of such proposal, following approval by the Company’s shareholders would reasonably be expected, directly or indirectly, to result in a breach by the Company of any covenant, representation, warranty or other 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 solicit additional proxies in favor 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 approval Company’s shareholders, or any written consent in lieu thereof, if such action or proposal would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the Transaction. (b) Each Investor separately agrees to cause such Investor’s Investor Owned Shares to be duly counted for purposes of determining that a quorum is present and adoption for purposes of recording the results of any vote or consent required pursuant to Section 2.2(a). (d) Parent acknowledges that each Investor has entered into this Agreement solely in his, her or its capacity as applicablethe record or beneficial owner of his, her or its 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 any Investor in such Investor’s capacity as a director or officer of the Company, or require any Investor to take any action in such 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 or relieve the Company from any breach or violation of the Merger Agreement and caused by any actions related thereto, and action or omission of any Investor (iii) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation in such Investor’s capacity as a director or winding-up officer of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation of such Stockholder contained in this Agreement, or (5) any change in the membership of the Company Board, unless approved by Parentotherwise).

Voting Agreement. Beginning on Stockholder hereby agrees that, from and after the date hereof and until the Expiration Dateearlier of (x) the Effective Time or (y) the termination of the Merger Agreement pursuant to its terms (such earlier date, each Stockholder hereby irrevocably and unconditionally agrees that the "TERMINATION DATE"), at any meeting of the stockholders of the CompanyCompany Stockholders, however called, and at any every adjournment or postponement thereof, at which it will cause the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (a) appear at such meeting or otherwise cause its Subject Shares to be counted as present (or absent if requested by Parent or Acquisition Sub) thereat for purposes of calculating establishing a quorumquorum and to vote or consent and that at any meeting of Company Stockholders, (b) however called, and in any action by consent of the Company Stockholders, Stockholder shall vote (or cause to be voted), in person voted or by proxy, execute a consent with respect to) all of the Subject Shares that such Stockholder is entitled to vote at the time of any vote Securities (ia) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related theretothe terms thereof, (ii) in favor of any proposal to adjourn a meeting of the stockholders of Merger and all the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of transactions contemplated by the Merger Agreement and any actions related thereto, this Agreement and otherwise in such manner as may be necessary to consummate the Merger; (iiib) against any action, proposal, agreement or transaction that would result in a breach of any covenant, obligation, agreement, representation or warranty of the Company under the Merger Agreement or of Stockholder contained in this Agreement; and (1c) against any action, agreement, transaction (other than the Merger Agreement or the transactions contemplated thereby) or proposal (including any Acquisition Proposal, other than a Superior Proposal (2as each such term is defined in the Merger Agreement)) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement that would could reasonably be expected to result in a material breach any of the conditions to the Offer or violation of any covenantto the Company's obligations under the Merger Agreement not being fulfilled or that is intended, representation or warranty could reasonably be expected, to impede, interfere, delay, discourage or any other obligation of such Stockholder contained in adversely affect the Merger Agreement, the Offer, the Merger or this Agreement, or (5) any change . Any vote by Stockholder that is not in the membership of the Company Board, unless approved by Parentaccordance with this SECTION 3.01 shall be considered null and void.

Voting Agreement. Beginning on (a) From the date hereof until the Expiration Datetermination of this Agreement in accordance with Section 6.02, each Stockholder VC Shareholder hereby irrevocably agrees: (i) to vote or exercise its right to consent with respect to all Subject Shares that such VC Shareholder is entitled to vote at the time of any vote or action by written consent in favor of any proposal (A) to approve and unconditionally agrees adopt the Transaction Agreement and the other Transaction Documents (including the Investor’s rights under Section 4.03 of the Investor Rights Agreement) (or in each case any amended version thereof; provided that such amendment is not materially adverse to such VC Shareholder and does not increase the obligations of such VC Shareholder), the Company Charter Amendment, the Issuance and all agreements related to the Investment and any actions related thereto at any meeting of the stockholders shareholders of the CompanyCompany (each, however calleda “Company Shareholders Meeting”), and at any adjournment thereof, at which the Merger Agreement (such matters, or any amended version thereof) or the Transactionssuch other actions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders shareholders of the Company is sought, each Stockholder shall, in each case and (B) to the fullest extent adjourn or postpone such meeting to a later date if there are not sufficient votes for adoption of any such matters or actions at any Company Shareholders Meeting; and (ii) that it will not vote any of its Subject Shares are entitled to in favor of, or consent to, and will vote thereonagainst and not consent to, (a) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) vote (or cause to be voted), in person or by proxy, all Subject Shares that such Stockholder is entitled to vote at the time approval of any vote (i) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, and (iii) against any (1) Acquisition Proposal, (2A) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, Company (3other than the Investment) or (B) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement Contract that would reasonably be expected to result in a material breach frustrate the purposes of, impede, hinder, interfere with, prevent, delay or violation materially and adversely affect the consummation of any covenant, representation or warranty the transactions contemplated by the Transaction Agreement or any other obligation of such Stockholder contained in this AgreementTransaction Document, or (5) including any change in the membership of the Company Board, unless approved by ParentContract related to an Acquisition Proposal.

Voting Agreement. Beginning on The Stockholder agrees that, during the date hereof until the Expiration Datetime this Agreement is in effect, each Stockholder hereby irrevocably and unconditionally agrees that at any meeting of the stockholders of the CompanyCompany (a "Company Stockholders' Meeting"), however called, and at any every adjournment or postponement thereof, at which the Merger Agreement he, she or it shall (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (ai) appear at such the meeting or otherwise cause his, her or its Subject Shares Owned Stock, together with any Company Common Stock acquired by the Stockholder after the date of this Agreement whether upon the exercise of Stock Options or otherwise (the Stockholder's acquired shares, together with the Stockholder's Owned Stock, are referred to herein as the Stockholder's "Shares"), to be counted as present thereat for purposes of calculating establishing a quorum, (bii) vote (vote, or execute consents in respect of, his, her or its Shares, or cause his, her or its Shares to be voted), or 2 consents to be executed in person or by proxyrespect thereof, all Subject Shares that such Stockholder is entitled to vote at the time of any vote (i) in favor of the approval and adoption (as applicable) of the Merger Agreement (including any revised or amended Merger Agreement which is more favorable to the Stockholder from a financial point of view), and any actions related thereto, (ii) action required in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, furtherance thereof and (iii) vote, or execute consents in respect of, his, her or its Shares, or cause his, her or its Shares to be voted, or consents to be executed in respect thereof, against (A) any agreement or transaction relating to any Takeover Proposal or transaction or occurrence that if proposed and offered to the Company or its stockholders (1or any of them) Acquisition Proposalwould constitute a Takeover Proposal (collectively, "Alternative Transactions") or (2B) reorganizationany amendment of the Company's Certificate of Incorporation or By-laws or other proposal, recapitalization, liquidation action or winding-up of transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other extraordinary transaction involving the Companyproposal, (3) action or agreement the consummation of which would transaction could reasonably be expected to prevent or materially impede or delay the consummation of the Transactions, (4) any action Merger or agreement that would reasonably be expected to result in a material breach the other transactions contemplated by the Merger Agreement or violation the consummation of any covenant, representation or warranty or any other obligation of such Stockholder contained in the transactions contemplated by this Agreement, or (5) any change in any manner the membership voting rights of the Company BoardCommon Stock (collectively, unless approved "Frustrating Transactions") presented to the Stockholders of the Company (regardless of any recommendation of the Board of Directors of the Company) or in respect of which vote or consent of the Stockholder is requested or sought. Notwithstanding any provision in this Agreement to the contrary, in no event will the Stockholder be required to exercise any options, warrants or other common equivalents held by Parentthe Stockholder in order to satisfy any obligation under this Agreement.

Voting Agreement. Beginning on (a) During the date hereof until the Expiration Dateterm of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that at any every meeting of the stockholders shareholders of the Company, however called, and at any every adjournment or postponement thereof, at which the Merger Agreement (on every action or any amended version thereof) or the Transactions, are submitted for the consideration and vote approval without a meeting by written action of the stockholders shareholders of the Company, or and in any other circumstance in circumstances upon which the vote any Vote, consent or other approval of the stockholders of the Company shareholders is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (a) Shareholder shall appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) vote (and Vote or cause to appear and be voted), Voted (whether in person or by proxy, all proxy consistent with this Agreement) such Subject Shares that such Stockholder is entitled to vote at the time of any vote Shareholder’s Subject Shares: (i) in favor of the adoption and approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, the Merger and the other transactions contemplated by the Merger Agreement; (ii) in favor against the approval of any proposal Takeover Proposal or the adoption of any agreement relating to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, and Takeover Proposal; and (iii) against any (1) Acquisition Proposalamendment of the Company Articles of Incorporation or the Company Bylaws or any other action, (2) reorganizationagreement, recapitalization, liquidation proposal or winding-up of transaction involving the Company or any of its Subsidiaries which amendment or other extraordinary action, agreement, proposal or transaction involving the Companywould, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactionsto, (4) any action or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation or agreement of such Stockholder the Company contained in the Merger Agreement or of the Subject Shareholders contained in this AgreementAgreement or would, or (5) any change in would reasonably be expected to interfere with, impede, frustrate, prevent, burden, or delay the membership timely consummation of the Company BoardMerger or the satisfaction of Parent’s, unless approved by ParentMerger Sub’s, or the Company’s conditions under the Merger Agreement.

Voting Agreement. Beginning on the date hereof until the Expiration Date, At each Stockholder hereby irrevocably annual and unconditionally agrees that at any special meeting of the stockholders of the Company, however called, and Company (or at any adjournment thereof, at which the Merger Agreement (or any amended version postponement thereof) held, or the Transactionsin any other circumstances upon which a vote, are submitted for the consideration and vote of consent or other approval (including by written consent) is sought by or from the stockholders of the Company, or in any other circumstance in which case during the vote or other approval Ownership Period, Investor will, and will cause each of the stockholders of the Company its Covered Affiliates to: (a) cause all Beneficial Shares that Investor is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (a) appear at such any meeting or otherwise cause its Subject Shares of stockholders to be counted as present thereat for purposes of calculating a quorum, (b) vote (or cause to be voted)present, in person or by proxy, at all Subject meetings of the Company’s stockholders so that such Common Stock will be counted as present for purposes of determining the presence of a quorum of stockholders at such meeting; and (b) cause all Beneficial Shares that such Stockholder Investor is entitled to vote at any meeting of stockholders, or in any other circumstances upon which a vote, consent or other approval (including by written consent) is sought by or from the time stockholders of any vote the Company, to be voted as follows: (i) in favor of each director nominated and recommended by the approval and adoption Board (as applicableor a duly authorized committee thereof) of the Merger Agreement and for election at any actions related thereto, stockholder meeting or otherwise; (ii) against any stockholder nominations for directors that are not approved and recommended by the Board (or a duly authorized committee thereof) for election at any stockholder meeting or otherwise; (iii) in favor of any the Company’s proposal to adjourn a meeting for ratification of the stockholders appointment of the Company to solicit additional proxies Company’s independent registered public accounting firm; (iv) in favor of the approval Company’s “say-on-pay” and adoption (as “say-on-frequency” proposals, if applicable) of the Merger Agreement , and any actions related thereto, and proposal by the Company relating to executive compensation as recommended by the Board; and (iiiv) against any Activist Shareholder’s proposal that is not approved or recommended by the Board (1or a duly authorized committee thereof). (c) Acquisition ProposalNotwithstanding anything in this Agreement to the contrary, (2) reorganizationin the event that any proposal publicly disclosed or submitted by a stockholder is subject to a vote of the Company’s stockholders and not subject to the voting provisions above, recapitalizationneither the Investor nor any of its Covered Affiliates shall, liquidation directly or winding-up indirectly, publicly comment on such proposal or otherwise discuss such proposal with any other stockholder of the Company or Beneficial Owner of any Common Stock (other extraordinary transaction involving than a Covered Affiliate), and if the Investor intends to vote the Beneficial Shares in a manner that is not in accordance with the Board’s recommendation with respect to such stockholder proposal, neither the Investor nor any of its Covered Affiliates shall, directly or indirectly, (x) except to the extent required by Law or regulation, disclose such intention to any person other than the Company or the Board or (y) permit any Beneficial Shares to be voted, in the case of each of (x) and (y), until the time of the relevant meeting of the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation of such Stockholder contained in this Agreement, or (5) any change in the membership of the Company Board, unless approved by Parent’s stockholders.

Voting Agreement. Beginning on Each Stockholder hereby agrees that, from the date hereof of this Agreement until the Expiration Datetermination of this Agreement in accordance with its terms (the “Covered Period”), each such Stockholder hereby irrevocably and unconditionally agrees that shall appear (in person or by proxy) at any meeting of the stockholders of the Company’s stockholders, however called, and at any every adjournment or postponement thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote cause all of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (a) appear at such meeting or otherwise cause its Attributed Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) quorum and shall affirmatively vote (or cause to be voted), in person or by proxy, ) all of its Attributed Subject Shares that such Stockholder in favor of, or, solely in the case of clause (a) if action is entitled to vote at be taken by written consent in lieu of a meeting of the time of any vote (i) Company’s Stockholders, deliver to the Company a duly executed affirmative written consent in favor of (to the approval and extent applicable), (a) the adoption (as applicable) of the Merger Agreement and any actions related theretoAgreement, (iib) in favor of any proposal to adjourn a any meeting of the Company’s stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and the approval of the Merger if there are not sufficient votes to adopt the Merger Agreement and approve the Merger on the date on which any actions related theretosuch Company’s Stockholders meeting is held, and (iiic) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary action, proposal, transaction involving the Company, (3) action or agreement the consummation approval of which would reasonably be expected to prevent or delay is included in any proxy statement soliciting proxies for the consummation approval of the TransactionsMerger; provided that such Stockholders shall have no obligation to consent to or vote in favor of any action, proposal, transaction or agreement pursuant to this clause (4c) any if the underlying action or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation of such Stockholder contained in this Agreement, or (5) any change in transaction is not conditioned upon the membership occurrence of the Company Board, unless approved by ParentClosing.

Voting Agreement. Beginning on the date hereof until Until the Expiration DateTime, each at every special or annual meeting of the Company’s stockholders at which any of the following matters are to be voted on (and at every adjournment or postponement thereof), and on any action or approval of the Company’s stockholders by written consent with respect to any of the following matters, the Stockholder hereby irrevocably and unconditionally agrees that at any meeting to cause to be present in person or represented by proxy and to vote (including via proxy) all of the stockholders of the Company, however called, and at any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Stockholder’s Covered Shares are entitled to vote thereon, (a) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) vote (or cause to be voted), in person or by proxy, all Subject Shares that such Stockholder is entitled the holder of record on any applicable record date to vote at the time of any vote (iincluding via proxy) in favor all of the approval and adoption Stockholder’s Covered Shares) (as applicable) of the Merger Agreement and any actions related thereto, (iia) in favor of any proposal to approve the Conversion and the Amendment (collectively, the “Relevant Matters”); (b) in favor of any proposal to postpone or adjourn a meeting of the at which there is a proposal for stockholders of the Company to solicit additional proxies approve the Relevant Matters to a later date if there are not sufficient votes to approve the Relevant Matters or if there are not sufficient Common Shares present in favor person or represented by proxy at such meeting to constitute a quorum, in each case, so long as such postponement or adjournment is effected in accordance with the terms of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, Investment Agreement; and (iiic) against any (1) Acquisition Proposalagreement, (2) reorganizationtransaction or other matter that is intended to, recapitalizationwould, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactionsto, (4i) any action impede, postpone, materially adversely affect or agreement that would reasonably be expected to interfere with the Relevant Matters or otherwise obtaining the Required Issuer Stockholder Approval, or (ii) result in a material breach or violation of any covenant, representation or warranty or any other obligation of such Stockholder contained in this Agreement, or (5) any change in the membership agreement of the Company Boardunder the Investment Agreement, unless approved the Certificate of Designation, the Registration Rights Agreement or the Investor Rights Agreement or of the Stockholder under this Agreement. The obligations of the Stockholder specified in this Section 2.1 shall apply whether or not the Relevant Matters or any other transactions contemplated by Parentthe Investment Agreement are recommended by the Company’s Board of Directors and irrespective, for the avoidance of doubt, of any change of recommendation by the Company’s Board of Directors or any committee thereof.

Voting Agreement. Beginning on The Sponsor agrees that, at the date hereof until the Expiration DateGigCapital3 Stockholders’ Meeting, each Stockholder hereby irrevocably and unconditionally agrees that at any other meeting of the stockholders of the CompanyGigCapital3 (whether annual or special and whether or not an adjourned or postponed meeting, however called, called and at including any adjournment thereof, at which the Merger Agreement (or any amended version postponement thereof) or the Transactions, are submitted for the consideration and vote in connection with any written consent of the stockholders of GigCapital3, the CompanySponsor shall: a. when such meeting is held, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (a) appear at such meeting or otherwise cause its Subject the Sponsor Shares to be counted as present thereat for purposes the purpose of calculating establishing a quorum, (b) ; b. vote (or execute and return an action by written consent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Shares in person or by proxy, all Subject Shares that such Stockholder is entitled to vote at the time favor of any vote (i) in favor of the approval and adoption (as applicable) of the BCA and approval of the Merger Agreement and any actions related thereto, all other transactions contemplated by the BCA and (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, and (iii) against any (1) Acquisition Proposalaction, (2) reorganization, recapitalization, liquidation agreement or winding-up of the Company transaction or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement proposal that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation or agreement of GigCapital3 under the BCA or 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 GigCapital3 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 Stockholder 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, postpone or adversely affect the Merger or any of the other transactions contemplated by the BCA, or (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor contained in this Agreement, or (5) any change in the membership of the Company Board, unless approved by Parent.

Voting Agreement. Beginning on From the date hereof until the Expiration Datetermination of this Agreement in accordance with its terms (the “Support Period”), each Stockholder hereby irrevocably and unconditionally hereby agrees that at any meeting of the stockholders (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders, however called, and at in connection with any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders written consent of the Company’s stockholders, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each such Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, shall (ai) appear at such meeting or otherwise cause its Subject all of their Existing Shares (as defined below), and all other Company Common Stock over which they have acquired beneficial or record ownership and the power to vote or direct the voting thereof after the date hereof and prior to the applicable record date (together with the Existing Shares, the “Shares”) to be counted as present thereat for purposes of calculating a quorum, and (bii) vote (or cause to be voted)voted (including by proxy or written consent, in person or by proxy, if applicable) all Subject Shares that such Stockholder is entitled to vote at the time of any vote their Shares: (iA) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related theretothe consummation of the transactions contemplated thereby, including the Merger, (iiB) in favor of any proposal to adjourn a or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger Agreement, (C) in favor of any advisory, non-binding compensation proposal set forth in the Proxy Statement and submitted to the stockholders of the Company to solicit additional proxies in connection with the Merger, (D) against any action or proposal in favor of any Competing Proposal, (E) against any action or proposal that could reasonably be expected to interfere with or delay the approval and adoption (as applicable) timely consummation of the Merger Agreement and any actions related thereto, and (iiiF) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving amendments to the Company, (3) action or agreement the consummation of which ’s and its Subsidiaries’ organizational documents if such amendment would reasonably be expected to prevent or delay the consummation of the TransactionsClosing. Each Stockholder covenants and agrees that, (4) any action or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation of such Stockholder contained in except for this Agreement, they have not entered into, and shall not enter into during the Support Period, any voting agreement or (5) any change in the membership of the Company Board, unless approved by Parentvoting trust with respect to their Shares.

Voting Agreement. Beginning on (a) From the date hereof until the Expiration Datetermination of this Agreement in accordance with ‎Section 6.02, each Stockholder VC Shareholder hereby irrevocably agrees: (i) to vote or exercise its right to consent with respect to all Subject Shares that such VC Shareholder is entitled to vote at the time of any vote or action by written consent in favor of any proposal (A) to approve and unconditionally agrees adopt the Transaction Agreement and the other Transaction Documents (including the Investor’s rights under Section 4.03 of the Investor Rights Agreement) (or in each case any amended version thereof; provided that such amendment is not materially adverse to such VC Shareholder and does not increase the obligations of such VC Shareholder), the Company Charter Amendment, the Issuance and all agreements related to the Investment and any actions related thereto at any meeting of the stockholders shareholders of the CompanyCompany (each, however calleda “Company Shareholders Meeting”), and at any adjournment thereof, at which the Merger Agreement (such matters, or any amended version thereof) or the Transactionssuch other actions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders shareholders of the Company is sought, each Stockholder shall, in each case and (B) to the fullest extent adjourn or postpone such meeting to a later date if there are not sufficient votes for adoption of any such matters or actions at any Company Shareholders Meeting; and (ii) that it will not vote any of its Subject Shares are entitled to in favor of, or consent to, and will vote thereonagainst and not consent to, (a) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) vote (or cause to be voted), in person or by proxy, all Subject Shares that such Stockholder is entitled to vote at the time approval of any vote (i) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, and (iii) against any (1) Acquisition Proposal, (2A) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, Company (3other than the Investment) or (B) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement Contract that would reasonably be expected to result in a material breach frustrate the purposes of, impede, hinder, interfere with, prevent, delay or violation materially and adversely affect the consummation of any covenant, representation or warranty the transactions contemplated by the Transaction Agreement or any other obligation of such Stockholder contained in this AgreementTransaction Document, or (5) including any change in the membership of the Company Board, unless approved by ParentContract related to an Acquisition Proposal.

Voting Agreement. Beginning The Shareholder hereby agrees that, if a Trigger Date (as defined herein) occurs on or before December 31, 2002, in connection with the date hereof until Acquisition Transaction relating to the Expiration Trigger Date, each Stockholder hereby irrevocably and unconditionally agrees that at any meeting of the stockholders of the Company, however called, and at any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (a) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) he shall vote (or cause to be voted)) at any meeting of the holders of the Common Stock, however called, or in person connection with any written consent of the holders of the Common Stock, the Shares held of record by him or by proxywith respect to which he has or shares the power to vote, all Subject Shares that such Stockholder is entitled to vote at the time of any vote whether now owned or hereafter acquired, (i) in favor of the approval and adoption of a Purchaser Transaction (as applicabledefined herein) of the Merger Agreement and any actions related thereto, required in furtherance thereof and hereof; and (ii) except as otherwise agreed to in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies writing in favor of the approval and adoption advance by Purchaser, against (as applicable) of the Merger Agreement and any actions related thereto, and (iii) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4A) any action or agreement that would is intended, or could reasonably be expected expected, to result impede, interfere with, delay, postpone, or materially adversely affect a Purchaser Transaction; (B) any Competing Transaction; (C) any change in a material breach or violation majority of any covenant, representation or warranty or any other obligation the persons who constitute the board of such Stockholder contained in this Agreement, directors of the Company; or (5D) any change in the membership capitalization of the Company Boardor any amendment of the Company's Certificate of Incorporation or Bylaws. Such Shareholder shall not enter into any agreement or understanding with any Person (as defined herein) the effect of which would be inconsistent with or violate the provisions and agreements contained in this Section 5. Notwithstanding the foregoing, unless approved the Shareholder shall have the right to vote at any meeting of the Board of Directors of the Company (or by Parent.written consent of the directors) in his capacity as a director of the Company in his sole discretion and to comply with his fiduciary duties as a director of the Company under applicable law. For purposes of this Agreement, the following terms shall have the following respective meanings:

Voting Agreement. Beginning on Stockholder agrees that, during the period from the date hereof until of this Agreement through the Expiration Date, each Stockholder hereby irrevocably and unconditionally agrees that : (a) at any meeting of the stockholders of the Company, however called, and at any every adjournment thereof, at which the Merger Agreement Stockholder shall (or any amended version thereofunless otherwise directed in writing by Parent) or the Transactions, cause all outstanding shares of Company Common Stock and/or Company Preferred Stock that are submitted for the consideration and vote Owned by Stockholder as of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (a) appear at record date fixed for such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) vote (or cause to be voted), in person or by proxy, all Subject Shares that such Stockholder is entitled to vote at the time of any vote (i) voted in favor of the approval and adoption (as applicable) of the Merger Agreement Agreement, the approval of the Merger, the filing of the Amended Certificate and any actions related theretothe Conversion, (ii) and in favor of any proposal to adjourn a meeting each of the other actions contemplated by the Merger Agreement (including without limitation, the potential subsequent amendment of the Amended Certificate to provide therein for the substance and effect of the provisions of Section 5.13 of the Merger Agreement); and (b) in the event written consents are solicited or otherwise sought from stockholders of the Company with respect to solicit additional proxies in favor of the approval and or adoption (as applicable) of the Merger Agreement and any actions related theretoAgreement, and (iii) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-up with respect to the approval of the Company or any other extraordinary transaction involving Merger, the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation filing of the Transactions, (4) Amended Certificate and the Conversion or with respect to any action or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation of such Stockholder contained in this Agreement, or (5) any change in the membership of the Company Boardother actions contemplated by the Merger Agreement (including without limitation, the potential subsequent amendment of the Amended Certificate to provide therein for the substance and effect of the provisions of Section 5.13 of the Merger Agreement), Stockholder shall (unless approved otherwise directed in writing by Parent) cause to be executed, with respect to all shares of Company Common Stock and/or Company Preferred Stock that are Owned by Stockholder as of the record date fixed for the consent to the proposed action, a written consent or written consents to such proposed action.

Voting Agreement. Beginning on Each Stockholder hereby agrees that, from and after the date hereof until the Expiration Datetermination of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that unless there has been a Company Change in Recommendation in accordance with clause (x) of the second sentence of Section 7.6(c) of the Merger Agreement, at any meeting of the stockholders of the Company, however called, and at in any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote action by written consent of the stockholders of the Company, or in any other circumstance in circumstances upon which the vote such Stockholder’s vote, consent or other approval of the stockholders of the Company is sought, each such Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (a) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) shall vote (or cause the holder of record on the Record Date to be voted), in person vote) the Shares owned beneficially or of record as of the Record Date by proxy, all Subject Shares that such Stockholder is entitled to vote at the time of any vote as follows: (ia) in favor of approval of the Merger and approval and adoption (as applicable) of the terms of the Merger Agreement and the other transactions contemplated thereby; (b) against any actions related thereto, (ii) action or agreement that has or would be reasonably likely to result in favor a material breach of any proposal to adjourn a meeting of the stockholders representation, warranty, covenant or agreement of the Company under the Merger Agreement; (c) against any Company Acquisition Proposal, without regard to solicit additional proxies the terms of such Company Acquisition Proposal, or any other transaction, proposal, agreement or action made in favor of the approval and opposition to adoption (as applicable) of the Merger Agreement or in competition or inconsistent with the Merger and any actions related thereto, and the other transactions contemplated by the Merger Agreement; (iiid) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-up of amendments to the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which Organizational Documents if such amendment would reasonably be expected to prevent or materially delay the consummation of the Transactions, Closing; and (4e) against any other action or agreement that would is intended, or could reasonably be expected expected, to result in a material breach or violation of any covenantmaterially impede, representation or warranty or any other obligation of such Stockholder contained in this Agreementmaterially interfere with, materially delay, or (5) any change in postpone the membership of Merger or the Company Board, unless approved transactions contemplated by Parentthe Merger Agreement.

Voting Agreement. Beginning on (a) At all times commencing with the date hereof until the Expiration Dateexecution and delivery of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that at any every meeting of the stockholders shareholders of Acquiror related to the Merger, the Merger Agreement or any of the Company, however transactions contemplated thereby called, and at any adjournment every adjournment, postponement or recess thereof, at which the Merger Agreement (and on every action or any amended version thereof) or the Transactions, are submitted for the consideration and vote approval by written consent of the stockholders shareholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shallAcquiror, in each case case, to the fullest extent any of the transactions, actions or proposals contemplated by clauses (a)(i) and (ii) below are or will be considered, Shareholder (solely in Shareholder’s capacity as a shareholder of Acquiror) shall, or shall cause the holder of record on any applicable record date to, irrevocably vote the Subject Shares: (i) in favor of the proposal to approve the resolution of the Acquiror’s board that its Subject Shares the Acquiror shall enter into the transactions contemplated by the Merger Agreement; and (ii) against any action that is intended, or could reasonably be expected to, prevent or materially delay the consummation of the transactions contemplated by the Merger Agreement. (b) At all times commencing with the execution and delivery of this Agreement, in the event that a meeting of the shareholders of Acquiror is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are entitled to vote thereonor will be considered, (a) Shareholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause its the Subject Shares to be counted as present thereat for purposes of calculating establishing a quorum, . (bc) vote (or cause to be voted), in person or by proxy, At all Subject Shares that such Stockholder is entitled to vote at times commencing with the time execution and delivery of any vote (i) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, and (iii) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation of such Stockholder contained in this Agreement, Shareholder shall not enter into any Contract with any Person to vote or (5) give instructions in any change in manner inconsistent with the membership terms of the Company Board, unless approved by Parentthis Section 3.