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 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 Shareholder hereby agrees to vote or exercise its right to consent with respect to all Shares that Shareholder is entitled to vote at the date hereof until time of any vote or action by written consent to approve and adopt the Expiration DateMerger Agreement, each Stockholder hereby irrevocably the Merger, the Plan of Merger and unconditionally agrees that all agreements related to the Merger and any actions related thereto (including any adjournment proposal and advisory, non-binding compensation proposal set forth in the Joint Proxy Statement and submitted to the shareholders of Xenith in connection with the Merger) at any meeting of the stockholders shareholders of the Company, however calledXenith, and at any adjournment thereof, at which the such Merger Agreement Agreement, Merger, Plan of Merger and other related agreements (or any amended version thereof) ), or the Transactionssuch other actions, are submitted for the consideration and vote of the stockholders shareholders of the CompanyXenith. Shareholder hereby agrees that, for so long as this Agreement is in effect, it will not vote any Shares in favor of, or in any other circumstance in which consent to, and will vote such Shares against and not consent to, 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, (2ii) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) corporate action or agreement the consummation of which would reasonably be expected to frustrate the purposes, or prevent or materially delay the consummation of of, the Transactionstransactions contemplated by the Merger Agreement, (4iii) any corporate action or agreement that the consummation of which 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 this Xenith under the Merger Agreement, or (5iv) other matter relating to, or in connection with, any change in the membership of the Company Board, unless approved by Parentforegoing matters.

Voting Agreement. Beginning on the date hereof until the Expiration DateEach Stockholder, each Stockholder by this Agreement, does 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) agree to 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)not appear, in person if requested by Purchaser or by proxyMerger Sub) at any annual, 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 theretospecial, (ii) in favor of any proposal to adjourn a postponed or adjourned meeting of the stockholders of the Company or otherwise cause the shares of Company Common Stock such Stockholder beneficially owns to solicit additional proxies be counted as present (or absent, if requested by Purchaser or Merger Sub) thereat for purposes of establishing a quorum and to vote or consent, and (b) constitute and appoint Purchaser and Merger Sub, or any nominee thereof, with full power of substitution, during and for the term of this Agreement, as his true and lawful attorney and proxy for and in his name, place and ▇▇▇▇▇, to vote all the shares of Company Common Stock such Stockholder beneficially owns at the time of such vote, at any annual, special, postponed or adjourned meeting of the stockholders of the Company (and this appointment will include the right to sign his or its name (as stockholder) to any consent, certificate or other document relating to the Company that the laws of the State of Delaware may require or permit), in the case of both (a) and (b) above, (x) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, approval and adoption of the Merger and the other transactions contemplated thereby and (iiiy) against any (1) any Acquisition ProposalProposal (other than the Merger and the other transactions contemplated thereby), (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 in any respect of any covenant, agreement, representation or warranty or any other obligation of such Stockholder contained in this Agreement, or (5) any change in the membership of the Company Boardunder the Merger Agreement and (3) any other action that is intended, unless approved or could be expected, to impede, interfere with, delay, postpone, or adversely affect the Offer, the Merger and the other transactions contemplated by Parentthis Agreement or the Merger Agreement. This proxy and power of attorney is a proxy and power coupled with an interest, and each Stockholder declares that it is irrevocable until this Agreement shall terminate in accordance with its terms. Each Stockholder hereby revokes all and any other proxies with respect to the Shares that such Stockholder may have heretofore made or granted. For shares of Company Common Stock as to which a Stockholder is the beneficial but not the record owner, such Stockholder shall use his or its best efforts to cause any record owner of such Shares to grant to Purchaser a proxy to the same effect as that contained herein. Each Stockholder hereby agrees to permit Purchaser and Merger Sub to publish and disclose in the Offer Documents and the Proxy Statement and related filings under the securities laws such Stockholder's identity and ownership of Shares and the nature of his or its commitments, arrangements and understandings under this Agreement.

Voting Agreement. Beginning on From the date hereof until the Expiration Datetermination 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 his or her Existing Shares (as defined below), and all other Company Common Shares over which he or she has acquired beneficial or record ownership and the 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 if applicable) all of his or by proxy, all Subject Shares that such Stockholder is entitled to vote at the time of any vote her 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 Mergers, (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/Prospectus and submitted to the shareholders of the Company in connection with the Mergers, (iiiC) against any (1) Acquisition action or proposal in favor of a Company Takeover Proposal, (2D) reorganization, recapitalization, liquidation against any action or winding-up proposal that could reasonably be expected to interfere with or delay the timely consummation of the Mergers and (E) against any 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 delay the consummation of the TransactionsClosing. Each Shareholder 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, he or (5) she has not entered into, and shall not enter into during the Support Period, any change in the membership of the Company Board, unless approved by Parentvoting agreement or voting trust with respect to his or her Shares.

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 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 (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 On the date hereof until terms and subject to the Expiration Dateconditions of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that at any meeting of the stockholders of the Company, however called, and or at any 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 vote, consent or other approval of the stockholders of the Company is soughtsought as to a matter described in any of clauses (a), each (b), (c), (d), or (e) below, Stockholder shall, in each case and shall cause the holder of record of any Covered Shares to (to the fullest extent that its Subject any of such Stockholder’s Covered Shares are entitled to vote thereonnot purchased in the Offer), (ax) appear at each such meeting or otherwise cause its Subject all Covered Shares to be counted as present thereat for purposes of calculating a quorum, quorum and (by) 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 Covered Shares: (ia) in favor of of, in the approval and adoption (as applicable) of the Merger Agreement and event any actions related thereto, (ii) in favor of any proposal to adjourn a meeting vote or consent of the stockholders of the Company is required to solicit additional proxies in favor of adopt the approval Merger Agreement (i) the Merger, the execution and adoption (as applicable) delivery by the Company of the Merger Agreement and any actions related theretothe adoption and approval of the Merger Agreement and the terms thereof, and (iiiii) each of the other Transactions; (b) against any (1) Acquisition Proposalproposal, (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 (i) prevent or violation nullify any provision of any covenant, representation or warranty or any other obligation of such Stockholder contained in this Agreement, (ii) result in any of the conditions of the Offer set forth in Annex I of the Merger Agreement not being satisfied on or before the Expiration Date or the conditions to the Merger set forth in Article 8 of the Merger Agreement not being satisfied on or before the Outside Date or (5iii) impede, interfere with or prevent the consummation of the Offer, the Merger or other Transactions; (c) against any Acquisition Proposal; (d) against any change in or to (i) the membership of Company Board that is not recommended or approved by the Company Board, unless approved (ii) the present capitalization or corporate structure of the Company, (iii) the Company Charter Documents (or any amendment thereto) not consented to by ParentParent under the Merger Agreement; (e) against any extraordinary corporate transaction such as a merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, share exchange, reorganization, recapitalization, dissolution, liquidation, any sale, lease license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of the Company, or winding up of or by the Company. Additionally, Stockholder shall not propose, commit or agree to take any action inconsistent with any of the foregoing clauses (a), (b), (c), (d), or (e).

Voting Agreement. Beginning on Each Shareholder hereby agrees that, from the date hereof of this Agreement until the Expiration Dateearlier of (x) the Effective Time and (y) the termination of this Agreement (the “Voting Period”), each Stockholder hereby irrevocably and unconditionally agrees that at any meeting of the stockholders shareholders 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, Parent or in any other circumstance in which the vote or other approval action by written consent of the stockholders shareholders of the Company is soughtParent, 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) Shareholder shall 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 its Shares: (ia) in favor of the approval and Parent Share Issuance; (b) in favor of adoption of any proposal in respect of which the Parent’s Board of Directors has (as applicablei) determined is designed to facilitate the consummation of the Merger Agreement and any actions related theretoParent Share Issuance, (ii) disclosed the determination described in favor of any proposal clause (i) in the Joint Proxy Statement/Prospectus, Other Parent Filings or other written materials disseminated to adjourn a meeting all of the stockholders shareholders 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, Parent and (iii) recommended to be adopted by the shareholders of Parent; (c) 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 that has or would be reasonably likely to result in any conditions to Parent’s obligations under Article VI of the consummation Agreement and Plan of which Merger not being fulfilled; (d) against any Takeover Proposal; and (e) against any amendments to the articles of incorporation or by-laws of Parent or other action, agreement, proposal or transaction involving Parent or any of its Subsidiaries that in any manner would reasonably be expected to prevent materially impede, interfere with, delay, postpone or delay adversely affect the consummation Parent Share Issuance or the other transactions contemplated by the Agreement and Plan of Merger or change, in any manner, the voting rights of any class of shares of Parent; provided, that, if such Shareholder’s proxy has been granted to the Company under Section 4.2 (and such proxy remains effective in accordance therewith), such Shareholder shall have no obligations under this Section 4.1 with respect to the meeting of the Transactions, (4) any action or agreement that would reasonably be expected to result in a material breach or violation shareholders of any covenant, representation or warranty or any other obligation of Parent for which such Stockholder contained in this Agreement, or (5) any change in the membership of the Company Board, unless approved by Parentproxy has been granted.

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 During the period from the date hereof until the Expiration Dateearliest of: (i) the termination of this Agreement in accordance with Section 7; (ii) the Effective Time; and (iii) the making of a Vitesse Adverse Recommendation Change by the Vitesse Board not in violation of the Arrangement Agreement, each Stockholder hereby Stockholder, in his capacity as such, irrevocably and unconditionally agrees that at with Company and Vitesse as follows: (a) At any meeting of the stockholders of the CompanyVitesse, 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 CompanyVitesse, 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 with respect to the fullest extent that its all Subject Shares that are outstanding and Beneficially Owned by such Stockholder, or his Affiliates which such Stockholder controls, on the date in question and are entitled to count as present, vote thereon, thereon or consent thereto: (ai) appear at each such meeting or otherwise cause its the Subject 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 such Subject Shares that such Stockholder is entitled to vote at the time of any vote (iA) in favor of granting the approval and adoption (as applicable) of the Merger Agreement Vitesse Stockholder Approval and any other actions related thereto, (ii) in favor of any proposal presented to adjourn a meeting of the stockholders of Vitesse that are necessary and desirable in connection with the Company to solicit additional proxies in favor Vitesse Stockholder Approval and the Arrangement Agreement, the Stock Issuance or any of the approval and adoption (as applicable) of other transactions contemplated by the Merger Agreement and any actions related theretoArrangement Agreement, and (iiiB) against (I) any (1) Vitesse Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-up of the Company Proposal or any other extraordinary transaction involving the Companyaction, (3) action agreement or agreement the consummation of which would reasonably be expected proposal made in opposition to prevent or delay in competition with the consummation of the TransactionsStock Issuance or any of the other transactions contemplated by the Arrangement Agreement, (4II) 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 Vitesse contained in the Arrangement Agreement or of such Stockholder contained in this Agreement, or and (5III) any amendment of the certificate of incorporation or bylaws of Vitesse or any other action, agreement or proposal involving Vitesse that would in any manner impede, frustrate, prevent or nullify any provision of the Arrangement Agreement, the Stock Issuance or any of the other transactions contemplated by the Arrangement Agreement or change in any manner the membership voting rights of any class of the Company Boardcapital stock of Vitesse. (b) Each Stockholder shall not, unless approved and shall not permit any entity which such Stockholder directly or indirectly controls to deposit any of the Subject Shares in a voting trust, grant any proxies, consents or powers of attorney with respect to the Subject Shares or subject any of the Subject Shares to any arrangement with respect to the voting of any of the Subject Shares (including without limitation, any voting agreement or similar arrangement) other than agreements entered into with Vitesse. (c) Each Stockholder is entering into this Agreement solely in his capacity as the Beneficial Owner of the Subject Shares and nothing herein is intended to or shall limit or affect any actions taken by Parentany of such Stockholder’s designees or Affiliates or by such Stockholder himself or herself, in each case to the extent serving in his or her capacity as a director of Vitesse or a Subsidiary thereof. Notwithstanding anything to the contrary herein, the taking of any actions (or failures to act) by such Stockholder’s designees or Affiliates or by Stockholder himself or herself, in each case serving as a director of Vitesse and in such capacity as a director, shall not be deemed to constitute a breach of this Agreement.

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 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 The Sponsor hereby unconditionally and irrevocably agrees that, at the date hereof until the Expiration DateGigCapital2 Stockholders’ Meeting, each Stockholder hereby irrevocably and unconditionally agrees that at any other meeting of the stockholders of the CompanyGigCapital2 (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 GigCapital2, 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 Shares all shares of GigCapital2 Common Stock or any other voting securities of GigCapital2 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 of or later acquired (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 GigCapital2 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 GigCapital2 for consummation of the Merger and the other transactions contemplated by the BCA, including the UpHealth Combination; 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 (which, for the avoidance of doubt, excludes the UpHealth Combination) 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 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 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 (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 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 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 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 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 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 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 (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 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 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 (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.

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 From the date hereof until the Expiration Dateearlier of the Closing Date and the termination of the Merger 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 its Subject Shares all of the Existing Shares, and other shares of Company Common Stock over which he or she has acquired beneficial ownership and sole voting power (as such terms are used in Rule 13d-3 of the Exchange Act) 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 warrants or the conversion of any convertible securities or otherwise) (collectively, the “New Shares” and, together with the Existing Shares, the “Shares”), which he or she beneficially owns and with respect to which he or she has sole voting power (as such terms are used in Rule 13d-3 of the Exchange Act) 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 insufficient 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 the Purchaser’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 and, to the extent the Shareholder serves as a member of the Board of Directors of the Company, nothing in this Agreement shall limit or affect any change actions or omissions taken by the Shareholder in the membership 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 the Shareholder from exercising the Shareholder’s fiduciary duties as a director or officer to the Company or its shareholders. For the avoidance of doubt, the foregoing commitments apply to any Shares held by a trust (subject to the Shareholder’s fiduciary duties as trustee), limited partnership or other entity holding Shares as to which the Shareholder beneficially owns and has sole voting power (as such terms are used in Rule 13d-3 of the Company BoardExchange Act). To the extent the Shareholder does not have sole voting power, unless approved by Parenthimself or herself, of such shareholder entity, the Shareholder agrees to exercise all voting 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 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 Stockholder 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 Acquisition 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 Acquisition Proposal, without regard to the terms of such Acquisition 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; and (e) in favor of any other matter necessary to the consummation of the transactions contemplated by the Merger Agreement, including the Merger (clauses (a) through (e) of this Section 1.01, the “Required Votes”); provided, that, notwithstanding the foregoing, nothing in this Agreement shall require Stockholder to vote in any manner with respect to any amendment to the Merger Agreement if such amendment (i) decreases the Per Share Price, changes the form of the Per Share Price or otherwise adversely affects the consideration payable to the holders of Company Common Stock, (5ii) any change in other than as contemplated by the membership Merger Agreement (as it exists on the date of this Agreement) including Section 7.1(b) of the Company BoardDisclosure Letter thereto, unless approved by Parentimposes any material restrictions or any additional material conditions on the consummation of the Merger or the payment of the Per Share Price to the Company’s stockholders or (iii) extends the Termination Date beyond the latest date to which the Merger Agreement (as it exists on the date of this Agreement) contemplates extension of the Termination Date (each such amendment, an “Adverse Amendment”). (f) For the avoidance of doubt, except as expressly set forth in this Section 1.01, Stockholder shall not be restricted from voting in any manner with respect to any other matters presented or submitted to the stockholders of the Company.