Common use of Voting Agreements Clause in Contracts

Voting Agreements. (A) During the Term (as defined below) at any meeting of stockholders of the Company or at any adjournment or postponement thereof at which a vote in favor of the Merger Agreement is sought, Stockholder shall vote (or cause to be voted) a number of shares of Company Common Stock equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement. On the date that is three (3) Business Days prior to the date of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereof), Stockholder shall deliver and grant a revocable proxy to the proxyholders named in the Company’s proxy card (the “Proxyholders”) granting the Proxyholders the power and authority to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall not, during the Term, amend, withdraw, revoke, alter, modify or change such proxy at any time prior to the date of such meeting of stockholders of the Company (or such adjournment or postponement thereof); provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and the exceptions to those obligations) shall apply, during the Term, with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor the Merger Agreement is sought. (B) During the Term at any meeting of stockholders of the Company or at any adjournment or postponement thereof, in any action by written consent of the stockholders of the Company, or in any other circumstances upon which the vote, consent or other approval of the Stockholder is sought, Stockholder shall vote (or cause to be voted) the Shares (i) notwithstanding Section 1.03 of this Agreement, against any Company Acquisition Proposal; and (ii) against any other proposal or action that could reasonably be expected to impede, interfere with, delay or postpone the Merger or change in any manner the voting rights of any class of shares of the Company (including any amendments to the Company Charter or Company Bylaws).

Voting Agreements. (A) During Each Stockholder, in its capacity as a stockholder of Parent, agrees that, at the Term Parent Stockholder Meeting (as defined below) in the Merger Agreement), at any other meeting of Parent’s stockholders of related to the Company or at any adjournment or postponement thereof at which a vote in favor of transactions contemplated by the Merger Agreement is sought(whether annual or special and whether or not an adjourned or postponed meeting, Stockholder shall vote (or cause to be voted) a number of shares of Company Common Stock equal to forty percent (40%) of the shares of Company Common Stock outstanding however called and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement. On the date that is three (3) Business Days prior to the date of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereof), Stockholder shall deliver and grant a revocable proxy to the proxyholders named in the Company’s proxy card (the “Proxyholders”) granting the Proxyholders the power and authority to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall not, during the Term, amend, withdraw, revoke, alter, modify or change such proxy at including any time prior to the date of such meeting of stockholders of the Company (or such adjournment or postponement thereof); provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding and in connection with any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholderwritten consent of Parent’s obligations pursuant stockholders related to this Section 1.01(A) (and the exceptions to those obligations) shall apply, during the Term, with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor transactions contemplated by the Merger Agreement is sought.(the Parent Stockholder Meeting and all other meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall: (Ba) During when the Term Meeting is held, appear at any meeting the Meeting or otherwise cause the Stockholder Shares to be counted as present thereat for the purpose of stockholders of the Company establishing a quorum; (b) vote (or at any adjournment or postponement thereof, in any execute and return an action by written consent of the stockholders of the Companyconsent), or in any other circumstances upon which the vote, consent or other approval of the Stockholder is sought, Stockholder shall vote (or cause to be votedvoted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Shares in favor of the Merger, the Merger Agreement and each of the other Parent Proposals (as defined in the Merger Agreement); (c) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Shares (i) notwithstanding Section 1.03 of this Agreement, against any Company Acquisition Proposal; and (ii) against any other proposal or action that could that, to the knowledge of such Stockholder, would reasonably be expected to (x) impede, interfere with, delay delay, postpone or postpone materially and adversely affect the Merger or change any of the transactions contemplated by the Merger Agreement, or (y) result in any manner the voting rights a breach of any class of shares covenant, representation or warranty or other obligation or agreement of the Company Stockholder contained in this Agreement; and (including d) vote (or execute and return an action by written consent), or cause to be voted at any amendments meeting of the Parent stockholders (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Shares in favor of an extension of the period of time Parent is afforded under its organizational documents and the final prospectus relating to the Company Charter or Company Bylaws)IPO to consummate an initial business combination.

Voting Agreements. The Shareholder agrees with, and covenants to, Buyer as follows: (Aa) During the Term (as defined below) at At any meeting of stockholders shareholders of Seller called to vote upon the Company Merger Agreement and/or the Transactions or at any adjournment or postponement thereof at or in any other circumstances upon which a vote in favor of vote, consent or other approval with respect to the Merger Agreement and/or the Transactions is soughtsought (collectively, Stockholder the “Shareholders’ Meeting”), the Shareholder shall vote (or cause to be voted) a number of shares of Company Common Stock equal to forty percent (40%) all of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders Shareholder’s Shares in favor of the adoption execution and delivery by Seller of the Merger Agreement. On , and the date that is three (3) Business Days prior to the date approval of the applicable meeting of stockholders terms thereof and each of the Company (or Transactions; provided however, that nothing in this Agreement shall be deemed to require the applicable adjournment or postponement thereof), Stockholder shall deliver and grant a revocable proxy to the proxyholders named in the Company’s proxy card (the “Proxyholders”) granting the Proxyholders the power and authority Shareholder to vote any Shares over which he has or shares voting power solely in a fiduciary capacity on behalf of any Person other than the number Seller if the Shareholder determines in good faith that such a vote would cause a breach of Stockholder’s shares of Company Common Stock that is equal fiduciary duties to forty percent (40%) of the shares of Company Common Stock outstanding and entitled such other Person. The Shareholder shall not grant any proxies to any third party, except where such proxies are expressly directed to vote as of the relevant meeting of stockholders in favor of the adoption Merger Agreement and the Transactions. The Shareholder hereby grants Buyer an irrevocable proxy, coupled with an interest, to vote all of the Shareholder’s Shares in favor of the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall notthe Transactions, during the Term, amend, withdraw, revoke, alter, modify and against any competing proposals or change such proxy at any time prior to the date of such meeting of stockholders of the Company (other Acquisition Proposals or such adjournment or postponement thereof)Acquisition Transactions; provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or upon the applicable adjournment or postponement thereofpayment of the termination fee by the Seller in accordance with Section 8.3(a) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and the exceptions to those obligations) shall apply, during the Term, with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor of the Merger Agreement is soughtAgreement, the Shareholder will automatically be released from the irrevocable proxy granted hereunder. (Bb) During the Term at At any meeting of stockholders of the Company Seller’s shareholders or at any adjournment or postponement thereof, in any action by written consent of the stockholders of the Company, thereof or in any other circumstances upon which the their vote, consent or other approval of the Stockholder is sought, Stockholder the Shareholder shall vote (or cause to be voted) the such Shareholder’s Shares against (i) notwithstanding Section 1.03 any Acquisition Proposal or Acquisition Transaction, including, without limitation, any merger, consolidation or exchange agreement or merger or exchange (other than the Merger Agreement and the Transactions), consolidation, combination, sale of this Agreementsubstantial assets, against any Company Acquisition Proposal; and reorganization, recapitalization, dissolution, liquidation or winding up of or by Seller, or (ii) against any amendment of Seller’s articles of incorporation or bylaws or other proposal or action that could reasonably be expected to impedetransaction involving Seller, interfere with, delay which amendment or postpone the Merger other proposal or change transaction would in any manner delay, impede, frustrate, prevent or nullify the voting rights of Merger Agreement, or any class of shares of the Company Transactions (including any amendments to each of the Company Charter foregoing in clause (i) or Company Bylaws(ii) above, a “Competing Transaction”).

Voting Agreements. (A) During Each Stockholder, in its capacity as a stockholder of the Term (as defined below) Company, agrees that, at any meeting of the Company’s stockholders of related to the Company transactions contemplated by the Merger Agreement (whether annual or at special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof thereof) and/or in connection with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall: (a) when the Meeting is held, appear at which the Meeting or otherwise cause the Stockholder’s Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote all of the Stockholder’s Shares in favor of (or execute and return a written consent with respect to all of the Merger Agreement is soughtStockholder’s Shares to), Stockholder shall vote or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be voted) a number of shares of Company Common Stock equal validly executed and returned with respect to forty percent (40%) all of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement. On the date that is three (3) Business Days prior to the date of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereofStockholder’s Shares to), Stockholder shall deliver and grant a revocable proxy to the proxyholders named in the Company’s proxy card (the “Proxyholders”i) granting the Proxyholders the power and authority to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement as and the approval of the Acquisition Xxxxxx and the other Transactions contemplated by this Section 1.01(Athe Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder shall notMatters”); (c) vote all of the Stockholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), during or cause all of the TermStockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), amend, withdraw, revoke, alter, modify or change such proxy any proposal to adjourn a Meeting at any time prior to the date of such meeting of which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum; (d) vote all of the Stockholder’s Shares against (or such adjournment or postponement thereof); provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and the exceptions to those obligations) shall apply, during the Term, withhold consent with respect to any meeting convened following such a postponementall of the Stockholder’s Shares to), or reconvened following such an adjournment, at which a vote in favor the Merger Agreement is sought. (B) During the Term at any meeting of stockholders cause all of the Company Stockholder’s Shares to be voted against (or at any adjournment or postponement thereof, in any action by written cause consent to be withheld with respect to all of the stockholders Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and (e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or in any other circumstances upon which the vote, consent or other approval cause all of the Stockholder is sought, Stockholder shall vote Stockholder’s Shares to be voted against (or cause consent to be voted) withheld with respect to all of the Stockholder’s Shares (i) notwithstanding Section 1.03 of this Agreementto), against any Company Acquisition Proposal; and (ii) against Alternative Transaction or any other proposal or action that could would reasonably be expected to (i) impede, interfere with, delay delay, postpone or postpone materially and adversely affect the Merger or change any of the transactions contemplated by the Merger Agreement, or (ii) result in any manner the voting rights a breach of any class of shares covenant, representation or warranty or other obligation or agreement of the Company (including any amendments to the Company Charter or Company Bylaws)Stockholder contained in this Agreement.

Voting Agreements. The Shareholder agrees with, and covenants to, CBAC as follows: (Aa) During the Term (as defined below) at At any meeting of stockholders shareholders of TFC called to vote upon the Company Merger Agreement and/or the Transactions or at any adjournment or postponement thereof at or in any other circumstances upon which a vote in favor of vote, consent or other approval with respect to the Merger Agreement and/or the Transactions is soughtsought (collectively, Stockholder the “Shareholders’ Meeting”), the Shareholder shall vote (or cause to be voted) a number of shares of Company Common Stock equal to forty percent (40%) all of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders Shareholder’s Shares in favor of the adoption Merger Agreement, and the approval of the Merger Agreement. On the date that is three (3) Business Days prior to the date terms thereof and each of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereof)Transactions, Stockholder and shall deliver and not grant a revocable proxy any proxies to the proxyholders named in the Company’s proxy card (the “Proxyholders”) granting the Proxyholders the power and authority any third party, except where such proxies are expressly directed to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption Merger Agreement and the Transactions. The Shareholder hereby waives all notice and publication of notice of any Shareholders’ Meeting to be called or held with respect to the Merger Agreement and the Transactions. The Shareholder hereby grants CBAC an irrevocable proxy, coupled with an interest, to vote all of the Shareholder’s Shares in favor of the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall not, during the Term, amend, withdraw, revoke, alter, modify or change such proxy at any time prior to the date of such meeting of stockholders of the Company (or such adjournment or postponement thereof); provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and the exceptions to those obligations) shall applyTransactions, during the Term, with respect to and against any meeting convened following such a postponement, competing proposals or reconvened following such an adjournment, at which a vote in favor the Merger Agreement is soughtother Acquisition Proposal or Acquisition Transaction. (Bb) During the Term at At any meeting of stockholders of the Company TFC’s shareholders or at any adjournment or postponement thereof, in any action by written consent of the stockholders of the Company, thereof or in any other circumstances upon which the their vote, consent or other approval of the Stockholder is sought, Stockholder the Shareholder shall vote (or cause to be voted) the such Shareholder’s Shares against (i) notwithstanding Section 1.03 any Acquisition Proposal or Acquisition Transaction, including, without limitation, any merger, consolidation or exchange agreement or merger or exchange (other than the Merger Agreement and the Transactions), consolidation, combination, sale of this Agreementsubstantial assets, against any Company Acquisition Proposal; and reorganization, recapitalization, dissolution, liquidation or winding up of or by TFC, or (ii) against any amendment of TFC’s articles of incorporation or bylaws or other proposal or action that could reasonably be expected to impedetransaction involving TFC, interfere with, delay which amendment or postpone the Merger other proposal or change transaction would in any manner delay, impede, frustrate, prevent or nullify the voting rights of Merger Agreement, or any class of shares of the Company Transactions (including any amendments to each of the Company Charter foregoing in clause (i) or Company Bylaws(ii) above, a “Competing Transaction”).

Voting Agreements. (A) During the Term period commencing on the date hereof and ending on the earlier to occur of (a) the Effective Time, and (b) such date and time as defined below) the Merger Agreement shall be terminated in accordance its terms (whichever earlier, the “Expiration Time”), Stockholder, in its capacity as a Stockholder of the Company, irrevocably agrees that, at any meeting of stockholders the holders of Company Common Shares (the “Company Stockholders”) related to the transactions contemplated by the Merger Agreement (whether annual or at special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof thereof) (the “Transactions”) and/or in connection with any written consent of the Company Stockholders related to the Transactions (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), Stockholder shall: a. when the Meeting is held, appear at which the Meeting or otherwise cause its Shares to be counted as present thereat for the purpose of establishing a quorum; b. vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of its Shares in favor of the Merger Agreement is sought, Stockholder shall vote (or cause to be voted) a number of shares of Company Common Stock equal to forty percent (40%) of the shares of Company Common Stock outstanding approval and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement. On the date that is three (3) Business Days prior to the date of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereof), Stockholder shall deliver and grant a revocable proxy to the proxyholders named in the Company’s proxy card (the “Proxyholders”) granting the Proxyholders the power and authority to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall not, during the Term, amend, withdraw, revoke, alter, modify or change such proxy at Transactions; c. authorize and approve any time prior amendment to the date of such meeting of stockholders of Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; and d. vote (or such adjournment or postponement thereof); provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (execute and the exceptions to those obligations) shall apply, during the Term, with respect to any meeting convened following such a postponement, or reconvened following such return an adjournment, at which a vote in favor the Merger Agreement is sought. (B) During the Term at any meeting of stockholders of the Company or at any adjournment or postponement thereof, in any action by written consent of the stockholders of the Companyconsent), or in any other circumstances upon which the vote, consent or other approval of the Stockholder is sought, Stockholder shall vote (or cause to be voted) voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of its Shares (i) notwithstanding Section 1.03 of this Agreement, against any Company Acquisition Proposal; and (ii) against any other proposal or action that could would reasonably be expected to (x) impede, interfere with, delay frustrate, delay, postpone or postpone adversely affect the Merger or change any of the Transactions, (y) result in any manner the voting rights a breach of any class of shares covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement or (including z) result in a breach of any amendments to the Company Charter covenant, representation or Company Bylaws)warranty or other obligation or agreement of Stockholder contained in this Stockholder Support Agreement.

Voting Agreements. Subject to the provisions of Section 6 hereof, in ----------------- connection with the efforts of the Parent to cause the Merger Agreement and the Merger to receive the required approval of the stockholders of Parent and to be consummated, Apollo agrees with, and covenants to, the Company as follows: (Aa) During At any meeting of stockholders of Parent called to vote upon the Term Merger and the Merger Agreement or at any adjournment thereof or in any other circumstance upon which a vote, consent or other approval of stockholders of Parent is sought with respect to the issuance of shares of Parent Common Stock in connection with the Merger and pursuant to the Merger Agreement (the "Issuance"), Apollo shall (i) appear or otherwise take appropriate action to ensure that the Apollo Shares (as defined below) are present at any such meeting for the purpose of stockholders of the Company or at any adjournment or postponement thereof at which obtaining a vote in favor of the Merger Agreement is sought, Stockholder shall quorum and (ii) vote (or cause to be voted) or execute a number of shares of Company Common Stock equal written consent with respect to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders Apollo Shares in favor of the adoption Issuance and each of the other transactions contemplated by or in any way related to the Merger Agreement. On the date that is three (3) Business Days prior to the date of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereof), Stockholder shall deliver and grant a revocable proxy to the proxyholders named in the Company’s proxy card (the “Proxyholders”) granting the Proxyholders the power and authority to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall not, during the Term, amend, withdraw, revoke, alter, modify or change such proxy at any time prior to the date of such meeting of stockholders of the Company (or such adjournment or postponement thereof); provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and the exceptions to those obligations) shall apply, during the Term, with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor the Merger Agreement is sought. (Bb) During the Term at At any meeting of stockholders of the Company Parent or at any adjournment or postponement thereof, in any action by written consent of the stockholders of the Company, thereof or in any other circumstances circumstance upon which the vote, consent or other approval of the Stockholder stockholders of Parent is sought, Stockholder Apollo shall vote (or cause to be voted) or execute a written consent in connection with the Apollo Shares against (i) notwithstanding Section 1.03 any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of this Agreementsubstantial assets, against any Company Acquisition Proposal; and reorganization, recapitalization, dissolution, liquidation or winding up of or by Parent or (ii) against any action or agreement, including any proposed amendment of Parent's Certificate of Incorporation or By-laws or other proposal or action that transaction involving Parent or any of its subsidiaries which action, agreement, amendment or other proposal or transaction is intended, or could reasonably be expected to impede, interfere with, delay delay, or postpone attempt to frustrate, prevent or nullify the Merger, the Merger Agreement or change in any manner the voting rights of any class of shares of the Company other transactions contemplated thereby (including any amendments to each of the Company Charter foregoing in clauses (i) or Company Bylaws(ii) above, a "Competing Transaction").

Voting Agreements. The Parties agree as follows: (Aa) During the Term (as defined below) at any meeting of stockholders of the Company or at any adjournment or postponement thereof at which a vote in favor of the Merger Agreement is sought, Stockholder Shareholder shall vote (or cause to be voted), and Su shall cause the Shareholder to vote, the Subject Shares (i) a number of shares of Company Common Stock equal subject to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders Section 2(b), in favor of the adoption election of the Merger Agreement. On the date that is three Initial Proposed Directors at each Nomination Meeting or at any adjournment thereof, and (3ii) Business Days prior to the date of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereof), Stockholder shall deliver and grant a revocable proxy to the proxyholders named in the Company’s proxy card (the “Proxyholders”) granting the Proxyholders the power and authority to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of Proposal at the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall not, during the Term, amend, withdraw, revoke, alter, modify Proposal Meeting or change such proxy at any time prior to the date of such meeting of stockholders of the Company (or such adjournment or postponement thereof); provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and the exceptions to those obligations) shall apply, during the Term. Furthermore, with respect to the Subject Shares of which Shareholder is the beneficial owner but not the record holder, Shareholder agrees to take all actions necessary to cause the record holder to vote all such shares in accordance with this Section 2. (b) For purposes of Section 2(a)(i), Shareholder may nominate not more than four individuals for consideration to serve on the Board of Directors of the Company consisting of not more than nine individuals during the twelve month period following the date of this Agreement in substitution of any meeting convened following of the four Initial Proposed Directors previously nominated by Shareholder and indicated with an asterisk (*) on Exhibit A (each such substitute nominee, a postponement“Proposed Nominee”) at a Nomination Meeting, so long as (a) Shareholder provides notice in writing to the Company of any such Proposed Nominee(s) in respect of the 2012 Annual General Meeting of the Company’s shareholders, or reconvened following (if earlier) the next Extraordinary General Meeting held in lieu of such an adjournmentAnnual General Meeting, March 30, 2012, and in respect of each other Nomination Meeting (if any), prior to the filing by the Company of the proxy statement in respect of such other Nomination Meeting, and (b) each Proposed Nominee is affirmatively determined by the Nominating & Corporate Governance Committee of the Company to be qualified to serve as a director. The Nominating & Corporate Governance Committee shall make a good faith determination as to the final nominees for election to the Board of Directors (composed of the Initial Proposed Directors (or where one or more Proposed Nominees have been nominated by Shareholder and affirmatively determined to be qualified to serve as a director by the Nominating & Corporate Governance Committee in accordance with this Section 2(b), the Proposed Nominee(s))) and include those nominees in the proxy statement and on the ballot at which a any Nomination Meeting (the “Final Proposed Directors”). Shareholder agrees to vote in favor of the Merger Agreement is soughtFinal Proposed Directors at any Nomination Meeting, unless Shareholder can affirmatively demonstrate that the Nominating & Corporate Governance Committee did not fulfill its obligations under this Section 2(b). (Bc) During To the Term at any meeting of stockholders of extent Shareholder fails to provide adequate notice to the Company of any Proposed Nominees in accordance with Section 2(b) or at any adjournment or postponement thereof, in any action by written consent nominates more than four individuals for election to the Board of the stockholders Directors of the Company, or in any other circumstances upon which Shareholder shall be deemed to have consented to the vote, consent or other approval election of all of the Stockholder is sought, Stockholder shall vote (or cause to be voted) the Shares (i) notwithstanding Section 1.03 of this Agreement, against any Company Acquisition Proposal; and (ii) against any other proposal or action that could reasonably be expected to impede, interfere with, delay or postpone the Merger or change in any manner the voting rights of any class of shares of the Company (including any amendments to the Company Charter or Company Bylaws)Initial Proposed Directors at such Nomination Meeting.

Voting Agreements. The Shareholder agrees with, and covenants to, Buyer as follows: (Aa) During the Term (as defined below) at At any meeting of stockholders shareholders of Seller called to vote upon the Company or Merger Agreement and the Transactions, and at any adjournment or postponement thereof at thereof, or in any other circumstances upon which a vote in favor of vote, consent or other approval with respect to the Merger Agreement and the Transactions is soughtsought (collectively, Stockholder the “Shareholders’ Meeting”), the Shareholder shall vote (or cause to be voted) a number of shares of Company Common Stock equal to forty percent (40%) all of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders Shareholder’s Shares in favor of the adoption approval of the terms of the Merger Agreement. On the date that is three (3) Business Days prior to the date Agreement and each of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereof)Transactions, Stockholder and shall deliver and not grant a revocable proxy any proxies to the proxyholders named in the Company’s proxy card (the “Proxyholders”) granting the Proxyholders the power and authority any third party, except where such proxies are expressly directed to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall not, during the Term, amend, withdraw, revoke, alter, modify or change such proxy at any time prior to the date of such meeting of stockholders of the Company (or such adjournment or postponement thereof)Transactions; provided, however, that Stockholder may amendif the ownership structure of any of the Shareholder’s Shares is such that the Shareholder cannot cause such shares to be voted, withdraw, revoke, alter, modify Shareholder shall use all reasonable efforts to cause such shares to be voted in favor of the approval of the terms of the Merger Agreement and each of the Transactions. The Shareholder hereby waives all notice and publication of notice of any Shareholders’ Meeting to be called or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and the exceptions to those obligations) shall apply, during the Term, held with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor the Merger Agreement is soughtand the Transactions. The Shareholder hereby grants the Buyer an irrevocable proxy, coupled with an interest, to vote all of the Shareholder’s Shares in favor of the Merger Agreement and the Transactions, and against any competing proposals. (Bb) During the Term at At any meeting of stockholders of the Company or at any adjournment or postponement thereof, in any action by written consent of the stockholders of the Company, Shareholders’ Meeting or in any other circumstances upon which the their vote, consent or other approval of the Stockholder is sought, Stockholder the Shareholder shall vote (or cause to be voted) the such Shareholder’s Shares against (i) notwithstanding Section 1.03 any acquisition proposal, including, without limitation, any merger or exchange agreement or merger or exchange (other than the Merger Agreement and the Transactions), consolidation, combination, sale of this Agreementsubstantial assets, against any Company Acquisition Proposal; and reorganization, recapitalization, dissolution, liquidation or winding up of or by Seller, or (ii) against any amendment of Seller’s articles of incorporation or bylaws or other proposal or action that could reasonably be expected to impedetransaction involving Seller or any of its Subsidiaries, interfere with, delay which amendment or postpone the Merger other proposal or change transaction would in any manner delay, impede, frustrate, prevent or nullify the voting rights of Merger Agreement, or any class of shares of the Company Transactions (including any amendments to each of the Company Charter foregoing in clauses (i) or Company Bylaws(ii) above, a “Competing Transaction”).

Voting Agreements. (Aa) During the Term (as defined below) at At any meeting of stockholders shareholders of Frontstep called to vote upon the Company Merger and the Merger Agreement or at any adjournment or postponement thereof at which a vote in favor of the Merger Agreement is sought, Stockholder shall vote (or cause to be voted) a number of shares of Company Common Stock equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement. On the date that is three (3) Business Days prior to the date of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereof), Stockholder shall deliver and grant a revocable proxy to the proxyholders named in the Company’s proxy card (the “Proxyholders”) granting the Proxyholders the power and authority to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall not, during the Term, amend, withdraw, revoke, alter, modify or change such proxy at any time prior to the date of such meeting of stockholders of the Company (or such adjournment or postponement thereof); provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and the exceptions to those obligations) shall apply, during the Term, with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor the Merger Agreement is sought. (B) During the Term at any meeting of stockholders of the Company or at any adjournment or postponement thereof, in any action by written consent of the stockholders of the Company, or in any other circumstances upon which the a vote, consent or other approval of with respect to the Stockholder Merger and the Merger Agreement is soughtsought (the "Shareholders' Meeting"), Stockholder the Shareholder shall vote (or cause to be voted) the Shareholder's Shares in favor of the Merger, the execution and delivery by Frontstep of the Merger Agreement, and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to reduce the consideration payable in the Merger to a lesser amount of MAPICS Common Stock. (b) At any meeting of shareholders of Frontstep or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, the Shareholder shall vote (or cause to be voted) such Shareholder's Shares against (i) notwithstanding Section 1.03 any Acquisition Proposal (other than the Merger), any amendment of Frontstep's Articles of Incorporation or Code of Regulations or other proposal or transaction involving Frontstep or any of its subsidiaries which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement, (iii) any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Frontstep under the Merger Agreement or this Agreement; and (iv) except as otherwise agreed to in writing in advance by MAPICS, against any Company Acquisition Proposal; and of the following actions or agreements (iiother than the Merger Agreement or the transactions contemplated thereby): (A) against any other proposal action or action agreement that is intended, or could reasonably be expected expected, to impede, interfere with, delay delay, postpone or postpone attempt to discourage or adversely affect the Merger or and the transactions contemplated by this Agreement and the Merger Agreement; (B) any change in the management or Board of Directors of Frontstep, except as contemplated by the Merger Agreement; (C) any manner change in the present capitalization or dividend policy of Frontstep; or (D) any other material change in Frontstep's corporate structure or business; provided, however, notwithstanding anything to the contrary herein contained, the Shareholder may vote, consent or give approval with respect to such Shareholder's Shares in favor of (w) any amendment of Frontstep's Articles of Incorporation or Code of Regulations, (x) any change in the present capitalization of Frontstep, (y) any change in the management or Board of Directors of Frontstep, and (z) any transaction (including a series of related transactions), in each case if the action on which such vote, consent or other approval is sought relates to (I) the issuance of voting rights securities of any class Frontstep (or debt or equity securities of shares Frontstep exchangeable for or convertible into voting securities of Frontstep) which immediately following the issuance thereof (treating in the case of the Company issuance of debt or equity securities of Frontstep exchangeable for or convertible or exerciseable into voting securities of Frontstep, as if the maximum number of voting securities issuable upon the exchange, conversion or exercise thereof had been issued at the time of the issuance of such debt or equity securities) constitutes no more than forty percent (including any amendments 40%) of the total voting power of Frontstep, or (II) the sale or other disposition (other than in the ordinary course of business) of assets of Frontstep that, in the aggregate with all other such sales or dispositions made or agreed to be made, constitute less than the greater of (x) twenty-five percent (25%) of the book value of all tangible assets of Frontstep or (y) twenty-five percent (25%) of the annual revenue generating capacity of Frontstep. Notwithstanding anything to the Company Charter or Company Bylaws)contrary contained in this Agreement, each Shareholder who is also a member of the Board of Directors of Frontstep shall be free to act in such Shareholder's capacity as a member of the Board of Directors of Frontstep and to discharge such Shareholder's fiduciary duty as such. The provisions of this Section 2.1 shall constitute a voting trust under Section 1701.49 of the Ohio Revised Code.

Voting Agreements. (A) During the Term period commencing on the date hereof and ending on the earlier to occur of (a) the Effective Time, and (b) such date and time as defined below) the Merger Agreement shall be terminated in accordance with its terms (whichever is earlier, the “Expiration Time”), each Stockholder, in its capacity as a Stockholder of the Company, irrevocably agrees that, at any meeting of stockholders of the Company Company’s Stockholders related to the transactions contemplated by the Merger Agreement (whether annual or at special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof thereof) (the “Transactions”) and/or in connection with any written consent of the Company’s Stockholders related to the Transactions (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall: (a) when the Meeting is held, appear at which the Meeting or otherwise cause its Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of its Shares in favor of the Merger Agreement and the Transactions; (c) authorize and approve any amendment to the Company’s Organizational Documents that is sought, Stockholder shall deemed necessary or advisable by the Company for purposes of effecting the Transactions; and (d) vote (or execute and return an action by written consent), or cause to be voted) a number of shares of Company Common Stock equal to forty percent (40%) of voted at the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement. On the date that is three (3) Business Days prior to the date of the applicable meeting of stockholders of the Company Meeting (or the applicable adjournment or postponement thereofvalidly execute and return and cause such consent to be granted with respect to), Stockholder shall deliver and grant a revocable proxy to the proxyholders named in the Company’s proxy card (the “Proxyholders”) granting the Proxyholders the power and authority to vote the number all of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall not, during the Term, amend, withdraw, revoke, alter, modify or change such proxy at any time prior to the date of such meeting of stockholders of the Company (or such adjournment or postponement thereof); provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and the exceptions to those obligations) shall apply, during the Term, with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor the Merger Agreement is sought. (B) During the Term at any meeting of stockholders of the Company or at any adjournment or postponement thereof, in any action by written consent of the stockholders of the Company, or in any other circumstances upon which the vote, consent or other approval of the Stockholder is sought, Stockholder shall vote (or cause to be voted) the its Shares (i) notwithstanding Section 1.03 of this Agreement, against any Company Acquisition Proposal; and (ii) against any other proposal or action that could would reasonably be expected to (i) impede, interfere with, delay frustrate, delay, postpone or postpone adversely affect the Merger or change any of the Transactions, (ii) result in any manner the voting rights a breach of any class of shares covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement or (including iii) result in a breach of any amendments to the Company Charter covenant, representation or Company Bylaws)warranty or other obligation or agreement of such Stockholder contained in this Support Agreement.

Voting Agreements. The Shareholder agrees with, and covenants to, CBAC as follows: (Aa) During the Term (as defined below) at At any meeting of stockholders shareholders of BOE called to vote upon the Company Merger Agreement and/or the Transactions or at any adjournment or postponement thereof at or in any other circumstances upon which a vote in favor of vote, consent or other approval with respect to the Merger Agreement and/or the Transactions is soughtsought (collectively, Stockholder the “Shareholders’ Meeting”), the Shareholder shall vote (or cause to be voted) a number of shares of Company Common Stock equal to forty percent (40%) all of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders Shareholder’s Shares in favor of the adoption Merger Agreement, and the approval of the Merger Agreement. On the date that is three (3) Business Days prior to the date terms thereof and each of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereof)Transactions, Stockholder and shall deliver and not grant a revocable proxy any proxies to the proxyholders named in the Company’s proxy card (the “Proxyholders”) granting the Proxyholders the power and authority any third party, except where such proxies are expressly directed to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption Merger Agreement and the Transactions. The Shareholder hereby waives all notice and publication of notice of any Shareholders’ Meeting to be called or held with respect to the Merger Agreement and the Transactions. The Shareholder hereby grants CBAC an irrevocable proxy, coupled with an interest, to vote all of the Shareholder’s Shares in favor of the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall not, during the Term, amend, withdraw, revoke, alter, modify or change such proxy at any time prior to the date of such meeting of stockholders of the Company (or such adjournment or postponement thereof); provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and the exceptions to those obligations) shall applyTransactions, during the Term, with respect to and against any meeting convened following such a postponement, competing proposals or reconvened following such an adjournment, at which a vote in favor the Merger Agreement is soughtother Acquisition Proposals or Acquisition Transactions. (Bb) During the Term at At any meeting of stockholders of the Company BOE’s shareholders or at any adjournment or postponement thereof, in any action by written consent of the stockholders of the Company, thereof or in any other circumstances upon which the their vote, consent or other approval of the Stockholder is sought, Stockholder the Shareholder shall vote (or cause to be voted) the such Shareholder’s Shares against (i) notwithstanding Section 1.03 any Acquisition Proposal or Acquisition Transaction, including, without limitation, any merger, consolidation or exchange agreement or merger or exchange (other than the Merger Agreement and the Transactions), consolidation, combination, sale of this Agreementsubstantial assets, against any Company Acquisition Proposal; and reorganization, recapitalization, dissolution, liquidation or winding up of or by BOE, or (ii) against any amendment of BOE’s articles of incorporation or bylaws or other proposal or action that could reasonably be expected to impedetransaction involving BOE, interfere with, delay which amendment or postpone the Merger other proposal or change transaction would in any manner delay, impede, frustrate, prevent or nullify the voting rights of Merger Agreement, or any class of shares of the Company Transactions (including any amendments to each of the Company Charter foregoing in clause (i) or Company Bylaws(ii) above, a “Competing Transaction”).

Voting Agreements. (A) During the Term period commencing on the date hereof and ending on the earlier to occur of (a) the Effective Time, and (b) such date and time as defined below) the Merger Agreement shall be terminated in accordance its terms (whichever earlier, the “Expiration Time”), each Stockholder, in its capacity as a Stockholder of the Company, irrevocably agrees that, at any meeting of the Company’s stockholders of related to the Company transactions contemplated by the Merger Agreement (whether annual or at special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof thereof) (the “Transactions”) and/or in connection with any written consent of the Company’s stockholders related to the Transactions (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall: (a) when the Meeting is held, appear at which the Meeting or otherwise cause its Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of its Shares in favor of the Merger Agreement and the transactions contemplated thereby; (c) authorize and approve any amendment to the Company’s Organizational Documents that is sought, Stockholder shall deemed necessary or advisable by the Company for purposes of effecting the Transactions; and (b) vote (or execute and return an action by written consent), or cause to be voted) a number of shares of Company Common Stock equal to forty percent (40%) of voted at the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement. On the date that is three (3) Business Days prior to the date of the applicable meeting of stockholders of the Company Meeting (or the applicable adjournment or postponement thereofvalidly execute and return and cause such consent to be granted with respect to), Stockholder shall deliver and grant a revocable proxy to the proxyholders named in the Company’s proxy card (the “Proxyholders”) granting the Proxyholders the power and authority to vote the number all of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall not, during the Term, amend, withdraw, revoke, alter, modify or change such proxy at any time prior to the date of such meeting of stockholders of the Company (or such adjournment or postponement thereof); provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and the exceptions to those obligations) shall apply, during the Term, with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor the Merger Agreement is sought. (B) During the Term at any meeting of stockholders of the Company or at any adjournment or postponement thereof, in any action by written consent of the stockholders of the Company, or in any other circumstances upon which the vote, consent or other approval of the Stockholder is sought, Stockholder shall vote (or cause to be voted) the its Shares (i) notwithstanding Section 1.03 of this Agreement, against any Company Acquisition Proposal; and (ii) against any other proposal or action that could would reasonably be expected to (x) impede, interfere with, delay delay, postpone or postpone adversely affect the Merger or change any of the Transactions, (y) result in any manner the voting rights a breach of any class of shares covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement or (including z) result in a breach of any amendments to the Company Charter covenant, representation or Company Bylaws)warranty or other obligation or agreement of such Stockholder contained in this Voting Agreement.

Voting Agreements. Unless there exists an Acquisition Proposal that is a Superior Proposal (Aprovided that Seller and its Affiliates have complied with the terms and conditions of the Merger Agreement, including Sections 4.5 and 4.12 of the Merger Agreement), the Shareholder agrees with, and covenants to, Buyer as follows: (a) During the Term (as defined below) at At any meeting of stockholders shareholders of Seller called to vote upon the Company or Merger Agreement, the Merger and the Transactions, and at any adjournment or postponement thereof at thereof, or in any other circumstances upon which a vote in favor of vote, consent or other approval with respect to the Merger Agreement Agreement, the Merger and the Transactions is soughtsought (collectively, Stockholder the “Shareholders’ Meeting”), the Shareholder shall vote (or cause to be voted) a number of shares of Company Common Stock equal to forty percent (40%) all of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders Shareholder’s Shares in favor of the adoption approval of the terms of the Merger Agreement. On , the date that is three (3) Business Days prior to the date Merger and each of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereof)Transactions, Stockholder and shall deliver and not grant a revocable proxy any proxies to the proxyholders named in the Company’s proxy card (the “Proxyholders”) granting the Proxyholders the power and authority any third party, except where such proxies are expressly directed to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of Merger Agreement, the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall not, during the Term, amend, withdraw, revoke, alter, modify or change such proxy at any time prior to the date of such meeting of stockholders of the Company (or such adjournment or postponement thereof); provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and the exceptions Transactions. The Shareholder hereby waives all notice and publication of notice of any Shareholders’ Meeting to those obligations) shall apply, during the Term, be called or held with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor the Merger Agreement is soughtAgreement, the Merger and the Transactions. (Bb) During the Term at At any meeting of stockholders of the Company or at any adjournment or postponement thereof, in any action by written consent of the stockholders of the Company, Shareholders’ Meeting or in any other circumstances upon which the their vote, consent or other approval of the Stockholder is sought, Stockholder the Shareholder shall vote (or cause to be voted) the such Shareholder’s Shares against (i) notwithstanding Section 1.03 any acquisition proposal, including, without limitation, any merger or exchange agreement or merger or exchange (other than the Merger Agreement, the Merger and the Transactions), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Seller; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Seller contained in the Merger Agreement or of Shareholder contained in this Agreement, against any Company Acquisition Proposal; and (iiiii) against any amendment of Seller’s articles of incorporation or bylaws or other proposal or action that could reasonably be expected to impedetransaction involving Seller or any of its Subsidiaries, interfere with, delay which amendment or postpone the Merger other proposal or change transaction would in any manner delay, impede, frustrate, prevent or nullify the voting rights of Merger Agreement, or any class of shares of the Company Transactions, other than an amendment or other proposal or transaction required by a regulatory authority or other Governmental Authority (including each of the foregoing in clauses (i), (ii) or (iii) above, a “Competing Transaction”). Shareholder further agrees not to vote or execute any amendments written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of Seller, to approve or adopt the Company Charter or Company Bylaws)Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.

Voting Agreements. (A) During Each Stockholder severally agrees with, and covenants to, Parent and Merger Sub that, during the Term (as defined in SECTION 8 below) of this Agreement, at any meeting of stockholders of the Company or at any adjournment or postponement thereof at which a vote in favor of the Merger Agreement is sought, Stockholder shall vote (or cause to be voted) a number of shares of Company Common Stock equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement. On the date that is three (3) Business Days prior to the date of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereof), Stockholder shall deliver and grant a revocable proxy to the proxyholders named in the Company’s proxy card (the “Proxyholders”) granting the Proxyholders the power and authority to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall not, during the Term, amend, withdraw, revoke, alter, modify or change such proxy at any time prior to the date of such meeting of stockholders of the Company (or such adjournment or postponement thereof); provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and the exceptions to those obligations) shall apply, during the Term, with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor the Merger Agreement is sought. (B) During the Term at any meeting of stockholders of the Company or at any adjournment or postponement thereof, in any action by written consent of the stockholders of the Company, or in any other circumstances upon which the a vote, consent or other approval of the Stockholder (including by written consent) is sought, such Stockholder shall shall, including by executing a written consent solicitation if requested by Parent or Merger Sub, vote (or cause to be voted) the Subject Shares (i) notwithstanding Section 1.03 in favor of this Agreement, against any the adoption by the Company Acquisition Proposal; and (ii) against any other proposal or action that could reasonably be expected to impede, interfere with, delay or postpone of the Merger or change in any manner Agreement and the voting rights approval of any class the terms thereof and each of shares the other transactions expressly contemplated by the Merger Agreement. Notwithstanding the foregoing, if at the time of the Company (including any amendments Stockholders' Meeting the Company has accepted a Superior Proposal or the board of directors of the Company has withdrawn, modified or changed its recommendation of the Merger Agreement or the Merger in a manner adverse to Parent, each Stockholder's obligation under this Agreement to vote Subject Shares in favor of or consent to the adoption by the Company Charter of the Merger Agreement and approval of the terms thereof shall be automatically modified so that the number of Subject Shares (other than the Series H Preferred Stock which shall not be affected by this sentence) which such Stockholder shall be so obligated to vote in favor of or consent to such matters shall equal the product of (x) 25% of the number of Depositary Shares issued and outstanding on the record date (the "RECORD DATE") for the Company Bylaws)Stockholders' Meeting and (y) a fraction, the numerator of which is the number of Depositary Shares issued and beneficially owned by such Stockholder on the Record Date and 4 the denominator of which is all Depositary Shares issued and beneficially owned (without duplication) by the Stockholders on the Record Date.

Voting Agreements. The Shareholder agrees with, and covenants to, HRB as follows: (Aa) During the Term (as defined below) at At any meeting of stockholders shareholders of SFC called to vote upon the Company Merger Agreement and/or the Transactions or at any adjournment or postponement thereof at or in any other circumstances upon which a vote in favor of vote, consent or other approval with respect to the Merger Agreement and/or the Transactions is soughtsought (collectively, Stockholder the “Shareholders’ Meeting”), the Shareholder shall vote (or cause to be voted) a number of shares of Company Common Stock equal to forty percent (40%) all of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders Shareholder’s Shares in favor of the adoption Merger Agreement, and the approval of the terms thereof and each of the Transactions, and shall not grant any proxies to any third party, except where such proxies are expressly directed to vote in favor of the Merger Agreement and the Transactions. The Shareholder hereby waives all notice and publication of notice of any Shareholders’ Meeting to be called or held with respect to the Merger Agreement and the Transactions. The Shareholder hereby grants HRB an irrevocable proxy, coupled with an interest, to vote all of the Shareholder’s Shares in favor of the Merger Agreement and the Transactions, and against any competing proposals or “Takeover Proposal” as defined in Section 5.5 of the Merger Agreement. On the date that is three (3) Business Days prior to the date of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereof), Stockholder shall deliver and grant a revocable proxy to the proxyholders named in the Company’s proxy card (the “Proxyholders”) granting the Proxyholders the power and authority to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall not, during the Term, amend, withdraw, revoke, alter, modify or change such proxy at any time prior to the date of such meeting of stockholders of the Company (or such adjournment or postponement thereof); provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and the exceptions to those obligations) shall apply, during the Term, with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor the Merger Agreement is sought. (Bb) During the Term at At any meeting of stockholders of the Company SFC’s shareholders or at any adjournment or postponement thereof, in any action by written consent of the stockholders of the Company, thereof or in any other circumstances upon which the their vote, consent or other approval of the Stockholder is sought, Stockholder the Shareholder shall vote (or cause to be voted) the such Shareholder’s Shares against (i) notwithstanding Section 1.03 any competing proposals or Takeover Proposal, including, without limitation, any merger, consolidation or exchange agreement or merger or exchange (other than the Merger Agreement and the Transactions), consolidation, combination, sale of this Agreementsubstantial assets, against any Company Acquisition Proposal; and reorganization, recapitalization, dissolution, liquidation or winding up of or by SFC, or (ii) against any amendment of SFC’s articles of incorporation or bylaws or other proposal or action that could reasonably be expected to impedetransaction involving SFC, interfere with, delay which amendment or postpone the Merger other proposal or change transaction would in any manner delay, impede, frustrate, prevent or nullify the voting rights of Merger Agreement, or any class of shares of the Company Transactions (including any amendments to each of the Company Charter foregoing in clause (i) or Company Bylaws(ii) above, a “Competing Transaction”).

Voting Agreements. (A) During Each Stockholder, in its capacity as a stockholder of the Term (as defined below) Company, agrees that, at any meeting of the Company’s stockholders of related to the Company or at any adjournment or postponement thereof at which a vote in favor of transactions contemplated by the Merger Agreement is sought(whether annual or special and whether or not an adjourned or postponed meeting, Stockholder shall vote (or cause to be voted) a number of shares of Company Common Stock equal to forty percent (40%) of the shares of Company Common Stock outstanding however called and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement. On the date that is three (3) Business Days prior to the date of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereof), Stockholder shall deliver and grant a revocable proxy to the proxyholders named in the Company’s proxy card (the “Proxyholders”) granting the Proxyholders the power and authority to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall not, during the Term, amend, withdraw, revoke, alter, modify or change such proxy at including any time prior to the date of such meeting of stockholders of the Company (or such adjournment or postponement thereof); provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding and/or in connection with any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholderwritten consent of the Company’s obligations pursuant stockholders related to this Section 1.01(A) (and the exceptions to those obligations) shall apply, during the Term, with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor transactions contemplated by the Merger Agreement is sought.(all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall: (Ba) During when the Term Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Shares in favor of the Mergers, the Merger Agreement and the transactions contemplated thereby; (c) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Shares in favor of any meeting of proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Merger Agreement to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum; (d) authorize and approve any adjournment amendment to the Company’s Certificate of Incorporation that is necessary for purposes of effecting the transactions contemplated by the Merger Agreement; (e) vote (or postponement thereof, in any execute and return an action by written consent of the stockholders of the Companyconsent), or in any other circumstances upon which the vote, consent or other approval of the Stockholder is sought, Stockholder shall vote (or cause to be voted) voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Shares (i) notwithstanding Section 1.03 of this Agreement, against any Company Acquisition Proposalproposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approval any proposal, including the vote required to adopt the Merger Agreement; and (f) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (ii) or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Shares against any Alternative Transaction or against any other proposal or action that could would reasonably be expected to (x) impede, interfere with, delay delay, postpone or postpone materially and adversely affect the Mergers or any of the transactions contemplated by the Merger Agreement, or change (y) result in any manner the voting rights a breach of any class of shares covenant, representation or warranty or other obligation or agreement of the Company (including any amendments to the Company Charter or Company Bylaws)Stockholder contained in this Agreement.

Voting Agreements. Richarde covenants and agrees as follows: (Aa) During At any meeting of, or pursuant to any written consent or other actions taken by of the Term persons or entities that are the then-holders of the Xhibit Common Stock (as defined belowor, if converted, reclassified or otherwise changed into another class of stock, the then-voting stock of Xhibit) (the “Shareholders”) taken at any meeting of stockholders time and from time to time after the consummation of the Company Merger, or at any postponement or adjournment thereof, called or postponement thereof at which a sought to seek the affirmative vote in favor of the Merger Agreement is sought, Stockholder shall vote (or cause to be voted) a number Shareholders for the election of shares directors of Company Common Stock equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement. On the date that is three (3) Business Days prior to the date of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereof), Stockholder shall deliver and grant a revocable proxy to the proxyholders named in the Company’s proxy card (the “Proxyholders”) granting the Proxyholders the power and authority to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall not, during the Term, amend, withdraw, revoke, alter, modify or change such proxy at any time prior to the date of such meeting of stockholders of the Company (or such adjournment or postponement thereof); provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and the exceptions to those obligations) shall apply, during the Term, with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor the Merger Agreement is sought. (B) During the Term at any meeting of stockholders of the Company or at any adjournment or postponement thereof, in any action by written consent of the stockholders of the CompanyXhibit, or in any other circumstances upon which the such a vote, consent or other approval of the Stockholder Shareholders is sought, Stockholder as long as this Agreement remains in effect, he will vote all of his Shares to elect, or re-elect, as the case may be, the Parent Board Nominee, at each time the Parent Board Nominee is subject to election during the effectiveness of this Agreement. (b) He irrevocably grants to and appoints the President and Vice President of TNC Group, Inc., and each of them individually, as his proxy and attorney-in-fact (without power of substitution), for and in his name, place and xxxxx, to vote the Shares as set forth in Section 2(a). He hereby affirms that the irrevocable proxy set forth in this Section 2(b) is given in connection with the execution of the Merger Agreement and is coupled with an interest. He hereby further affirms that the irrevocable proxy may under no circumstances be revoked, as long as this Agreement remains in effect. The irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement in accordance with its terms. (c) He agrees that, in the event (i) of any dividend, split, recapitalization, reclassification, combination or exchange of the capital of Xhibit of, or affecting, the Shares, (ii) he purchases or otherwise acquires beneficial ownership of or an interest in the capital of Xhibit after the execution of this Agreement or (iii) he voluntarily acquires the right to vote (or cause to be voted) share in the voting of any voting securities of Xhibit other than the Shares (i) notwithstanding Section 1.03 of collectively, the “New Shares”), then such New Shares shall be subject to this Agreement, against any Company Acquisition Proposal; and (ii) against any other proposal or action that could reasonably be expected to impede, interfere with, delay or postpone the Merger or change in any manner the voting rights of any class of shares of the Company (including any amendments to the Company Charter or Company Bylaws).

Voting Agreements. (A) During Each Stockholder, in its capacity as a stockholder of the Term (as defined below) Company, agrees that, at any meeting of the Company’s stockholders of related to the Company or at any adjournment or postponement thereof at which a vote in favor of transactions contemplated by the Merger Agreement is sought(whether annual or special and whether or not an adjourned or postponed meeting, Stockholder shall vote (or cause to be voted) a number of shares of Company Common Stock equal to forty percent (40%) of the shares of Company Common Stock outstanding however called and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement. On the date that is three (3) Business Days prior to the date of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereof), Stockholder shall deliver and grant a revocable proxy to the proxyholders named in the Company’s proxy card (the “Proxyholders”) granting the Proxyholders the power and authority to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall not, during the Term, amend, withdraw, revoke, alter, modify or change such proxy at including any time prior to the date of such meeting of stockholders of the Company (or such adjournment or postponement thereof); provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding and/or in connection with any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholderwritten consent of the Company’s obligations pursuant stockholders related to this Section 1.01(A) (and the exceptions to those obligations) shall apply, during the Term, with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor transactions contemplated by the Merger Agreement is sought.(all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall: (Ba) During when the Term Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Shares in favor of the Merger, the Merger Agreement and the transactions contemplated thereby; (c) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Shares in favor of any meeting of proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Merger Agreement to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at any adjournment such Meeting to constitute a quorum; (d) vote (or postponement thereof, in any execute and return an action by written consent of the stockholders of the Companyconsent), or in any other circumstances upon which the vote, consent or other approval of the Stockholder is sought, Stockholder shall vote (or cause to be votedvoted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Shares against any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approval any proposal, including the vote required to adopt the Merger Agreement; and (e) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Shares (i) notwithstanding Section 1.03 of this Agreement, against any Company Acquisition Proposal; and (ii) Competing Transaction or against any other proposal or action that could would reasonably be expected to (x) impede, interfere with, delay delay, postpone or postpone materially and adversely affect the Merger or change any of the transactions contemplated by the Merger Agreement, or (y) result in any manner the voting rights a breach of any class of shares covenant, representation or warranty or other obligation or agreement of the Company (including any amendments to the Company Charter or Company Bylaws)Stockholder contained in this Agreement.

Voting Agreements. The Shareholder agrees with, and covenants to, HRB as follows: (Aa) During the Term (as defined below) at At any meeting of stockholders shareholders of GFH called to vote upon the Company Merger Agreement and/or the Transactions or at any adjournment or postponement thereof at or in any other circumstances upon which a vote in favor of vote, consent or other approval with respect to the Merger Agreement and/or the Transactions is soughtsought (collectively, Stockholder the “Shareholders’ Meeting”), the Shareholder shall vote (or cause to be voted) a number of shares of Company Common Stock equal to forty percent (40%) all of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders Shareholder’s Shares in favor of the adoption Merger Agreement, and the approval of the terms thereof and each of the Transactions, and shall not grant any proxies to any third party, except where such proxies are expressly directed to vote in favor of the Merger Agreement and the Transactions. The Shareholder hereby waives all notice and publication of notice of any Shareholders’ Meeting to be called or held with respect to the Merger Agreement and the Transactions and agrees that he will not exercise any dissenters rights (in connection with any GFH Preferred Shares he may own) under Sections 55-13-01 through 55-13-31 of the North Carolina Business Corporation Act. The Shareholder hereby grants HRB an irrevocable proxy, coupled with an interest, to vote all of the Shareholder’s Shares in favor of the Merger Agreement and the Transactions, and against any competing proposals or “Takeover Proposal” as defined in Section 5.5 of the Merger Agreement. On the date that is three (3) Business Days prior to the date of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereof), Stockholder shall deliver and grant a revocable proxy to the proxyholders named in the Company’s proxy card (the “Proxyholders”) granting the Proxyholders the power and authority to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall not, during the Term, amend, withdraw, revoke, alter, modify or change such proxy at any time prior to the date of such meeting of stockholders of the Company (or such adjournment or postponement thereof); provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and the exceptions to those obligations) shall apply, during the Term, with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor the Merger Agreement is sought. (Bb) During the Term at At any meeting of stockholders of the Company GFH’s shareholders or at any adjournment or postponement thereof, in any action by written consent of the stockholders of the Company, thereof or in any other circumstances upon which the their vote, consent or other approval of the Stockholder is sought, Stockholder the Shareholder shall vote (or cause to be voted) the such Shareholder’s Shares against (i) notwithstanding Section 1.03 any competing proposals or Takeover Proposal, including, without limitation, any merger, consolidation or exchange agreement or merger or exchange (other than the Merger Agreement and the Transactions), consolidation, combination, sale of this substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by GFH, or (ii) any amendment of GFH’s articles of incorporation or bylaws or other proposal or transaction involving GFH, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger Agreement, against or any Company Acquisition Proposal; of the Transactions (each of the foregoing in clause (i) or (ii) above, a “Competing Transaction”). (c) Effective as of the date of the consummation of the Merger, the Shareholder hereby (i) waives any indemnification rights and (ii) covenants not to assert any claim for indemnification to which he may be entitled as a result of having served as an officer or director of GFH or any of its direct or indirect Subsidiaries (including, but not limited to, Gateway Bank & Trust Co.) with respect to acts, omissions or any other matter occurring or arising on or prior to the consummation of the Merger, whether asserted or claimed prior to at or after the consummation of the Merger. Shareholder will indemnify HRB against any other proposal liability or action that could reasonably be expected to impede, interfere with, delay or postpone the Merger or change in any manner the voting rights expense HRB incurs as a result of any class breach by Shareholder of shares of the Company (including any amendments to the Company Charter or Company Bylawsthis Section 2(c).

Voting Agreements. (A) During the Term period commencing on the date hereof and ending on the earlier to occur of (i) the Closing Date, and (ii) such date and time as defined below) the Business Combination Agreement shall be terminated in accordance with Section 10.1 thereof (whichever earlier, the “Expiration Time”), each Shareholder, in its capacity as a shareholder of the Company, agrees that, at any meeting of stockholders of the Company or at any adjournment or postponement thereof at which a vote in favor of the Merger Agreement is sought, Stockholder shall vote (or cause to be voted) a number of shares of Company Common Stock equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement. On the date that is three (3) Business Days prior to the date of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereof), Stockholder shall deliver and grant a revocable proxy to the proxyholders named in the Company’s proxy card (shareholders related to the “Proxyholders”) granting the Proxyholders the power and authority to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement as transactions contemplated by this Section 1.01(A) the Business Combination Agreement (whether annual or special and Stockholder shall notwhether or not an adjourned or postponed meeting, during the Term, amend, withdraw, revoke, alter, modify or change such proxy at however called and including any time prior to the date of such meeting of stockholders of the Company (or such adjournment or postponement thereof); provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding and/or in connection with any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and the exceptions to those obligations) shall apply, during the Term, with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor the Merger Agreement is sought. (B) During the Term at any meeting of stockholders of the Company or at any adjournment or postponement thereof, in any action by written consent of the stockholders Company’s shareholders related to the transactions contemplated by the Business Combination Agreement (all meetings or consents related to the Business Combination Agreement, collectively, the “Meeting”), such Shareholder shall: a. when the Meeting is held, appear at the Meeting or otherwise cause its Shareholder Shares to be counted as present thereat for the purpose of the Company, or in any other circumstances upon which the vote, consent or other approval of the Stockholder is sought, Stockholder shall establishing a quorum; b. vote (or execute and return an action by written consent), or cause to be voted) voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of its Shareholder Shares in favor of the Business Combination Agreement and the transactions contemplated thereby; c. authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; and d. vote (i) notwithstanding Section 1.03 or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of this Agreement, against any Company Acquisition Proposal; and (ii) its Shareholder Shares against any other proposal or action that could would reasonably be expected to (i) materially impede, interfere with, delay delay, postpone or postpone adversely affect the Merger Mergers or change any of the Transactions, (ii) result in any manner the voting rights a breach of any class of shares covenant, representation or warranty or other obligation or agreement of the Company under the Business Combination Agreement or (including iii) result in a breach of any amendments to covenant, representation or warranty or other obligation or agreement of the Company Charter or Company Bylaws)Shareholder contained in this Support Agreement.

Voting Agreements. (1) Bandera agrees that it will appear in person or by proxy at the 2017 Annual Meeting and vote all shares of Common Stock beneficially owned by Bandera at the 2017 Annual Meeting (A) During the Term (as defined below) at any meeting of stockholders of the Company or at any adjournment or postponement thereof at which a vote in favor of the Merger Agreement is soughtCompany’s nominees to the Board included in the Company’s slate of directors for the 2017 Annual Meeting, Stockholder shall vote (or cause to be votedB) a number of shares of Company Common Stock equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption ratification of the Merger Agreement. On the date that is three (3) Business Days prior to the date appointment of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereof), Stockholder shall deliver and grant a revocable proxy to the proxyholders named in Deloitte & Touche LLP as the Company’s proxy card independent registered public accounting firm for the fiscal year ending December 31, 2017, (C) in favor of, on an advisory basis only, unifying the “Proxyholders”roles of the chairman of the Board and chief executive officer, and (D) granting in accordance with the Proxyholders Board’s recommendation with respect to (x) any Company proposal to reincorporate the power and authority Company from California to vote Delaware, unless as a result of such reincorporation, the number rights of Stockholder’s shares holders of Company Common Stock that is equal to forty percent will be adversely affected in any material respect, and (40%y) of the shares of Company Common Stock outstanding Company’s “say-on-pay” proposal and entitled to vote as of “say-on-pay” frequency proposal presented at the relevant meeting of stockholders in favor of the adoption of the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall not, during the Term, amend, withdraw, revoke, alter, modify or change such proxy at any time prior to the date of such meeting of stockholders of the Company (or such adjournment or postponement thereof)2017 Annual Meeting; provided, however, that Stockholder may amendin the event each of Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co., withdrawLLC (“Glass Lewis”) recommends otherwise with respect to the Company’s “say-on-pay” proposal and “say-on-pay” frequency proposal at the 2017 Annual Meeting, revokein which event Bandera shall be permitted, alterbut not obligated, modify to vote in accordance with the ISS and Glass Lewis recommendation, as applicable on either proposal. (2) Bandera agrees that it will appear in person or change by proxy at the 2017 Annual Meeting and any special meeting of the Company’s shareholders held prior to the expiration of the Standstill Period (as defined below) and vote all shares of Common Stock beneficially owned by Bandera at such proxy if such meeting (or meeting, as applicable, in accordance with the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding any such amendment, withdrawal, revocation, alteration, modification, or change, StockholderBoard’s obligations pursuant to this Section 1.01(A) (and the exceptions to those obligations) shall apply, during the Term, recommendation with respect to any Company or shareholder proposal related to or affecting the removal, replacement or election of Board members that is presented at such meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor of the Merger Agreement is soughtCompany’s shareholders. (B3) During the Term at any meeting of stockholders of the Company or at any adjournment or postponement thereof, in In connection with any action by written consent that is sought to be taken by the Company or the Board prior to the expiration of the stockholders Standstill Period (as defined below), Bandera agrees that it will vote all shares of Common Stock beneficially owned by Bandera and shall take all necessary action, including, without limitation, the execution and completion of any consent card related to or affecting the removal, replacement or election of Board members and solicited by the Company or the Board, in accordance with the recommendation of the CompanyBoard. (4) In connection with any action by written consent that is sought to be taken by any party, other than the Company or in any other circumstances upon which the voteBoard, consent or other approval prior to the expiration of the Stockholder is soughtStandstill Period (as defined below), Stockholder Bandera agrees that it will not vote and shall vote (take all necessary action, including, without limitation, the execution and completion of any consent revocation card solicited by the Company or the Board, in accordance with the recommendation of the Board, to cause not to be voted) the Shares (i) notwithstanding Section 1.03 of this Agreement, against any Company Acquisition Proposal; and (ii) against any other proposal or action that could reasonably be expected to impede, interfere with, delay or postpone the Merger or change in any manner the voting rights of any class of shares of Common Stock beneficially owned by Bandera on any consent card related to or affecting the removal, replacement or election of Board members and solicited by any party, other than the Company (including any amendments to or the Company Charter or Company Bylaws)Board.

Voting Agreements. (A) During the Term period commencing on the date hereof and ending on the earlier to occur of (i) the SPAC Merger Effective Time, and (ii) such date and time as defined below) the Business Combination Agreement shall be terminated (whichever earlier, the “Expiration Time”), each Shareholder, in its capacity as a shareholder of the Company, agrees that, at any meeting of stockholders of the Company or at any adjournment or postponement thereof at which a vote in favor of the Merger Agreement is sought, Stockholder shall vote (or cause to be voted) a number of shares of Company Common Stock equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement. On the date that is three (3) Business Days prior to the date of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereof), Stockholder shall deliver and grant a revocable proxy to the proxyholders named in the Company’s proxy card (shareholders related to the “Proxyholders”) granting the Proxyholders the power and authority to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement as Transactions contemplated by this Section 1.01(A) the Business Combination Agreement (whether annual or special and Stockholder shall notwhether or not an adjourned or postponed meeting, during the Term, amend, withdraw, revoke, alter, modify or change such proxy at however called and including any time prior to the date of such meeting of stockholders of the Company (or such adjournment or postponement thereof); provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding and/or in connection with any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and the exceptions to those obligations) shall apply, during the Term, with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor the Merger Agreement is sought. (B) During the Term at any meeting of stockholders of the Company or at any adjournment or postponement thereof, in any action by written consent of the stockholders Company’s shareholders related to the Transactions contemplated by the Business Combination Agreement (all meetings or consents related to the Business Combination Agreement, collectively referred to herein as the “Meeting”), such Shareholder shall: a. when the Meeting is held, appear at the Meeting or otherwise cause its Shareholder Shares to be counted as present thereat for the purpose of the Company, or in any other circumstances upon which the vote, consent or other approval of the Stockholder is sought, Stockholder shall establishing a quorum; b. vote (or execute and return an action by written consent), or cause to be voted) voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of its Shareholder Shares in favor of the Business Combination Agreement and the Transactions contemplated thereby; c. authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; and d. vote (i) notwithstanding Section 1.03 or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of this Agreement, against any Company Acquisition Proposal; and (ii) its Shareholder Shares against any other proposal or action that could would reasonably be expected to (x) materially impede, interfere with, delay delay, postpone or postpone adversely affect the Merger Merger, the Reorganization or change any of the Transactions, (y) result in any manner the voting rights a breach of any class of shares covenant, representation or warranty or other obligation or agreement of the Company under the Business Combination Agreement or (including z) result in a breach of any amendments to covenant, representation or warranty or other obligation or agreement of the Company Charter or Company Bylaws)Shareholder contained in this Support Agreement.

Voting Agreements. The Shareholder agrees with, and covenants to, GFH as follows: (Aa) During the Term (as defined below) at At any meeting of stockholders shareholders of HRB called to vote upon the Company Merger Agreement and/or the Transactions or at any adjournment or postponement thereof at or in any other circumstances upon which a vote in favor of vote, consent or other approval with respect to the Merger Agreement and/or the Transactions is soughtsought ( collectively, Stockholder the “Shareholders’ Meeting”), the Shareholder shall vote (or cause to be voted) a number of shares of Company Common Stock equal to forty percent (40%) all of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders Shareholder’s Shares in favor of the adoption of the Merger Agreement. On the date that is three (3) Business Days prior to the date of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereof), Stockholder shall deliver and grant a revocable proxy to the proxyholders named in the Company’s proxy card (the “Proxyholders”) granting the Proxyholders the power and authority to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption approval of the terms thereof and each of the Transactions, and shall not grant any proxies to any third party, except where such proxies are expressly directed to vote in favor of the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall not, during the Term, amend, withdraw, revoke, alter, modify or change such proxy at any time prior to the date of such meeting of stockholders of the Company (or such adjournment or postponement thereof); provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and the exceptions Transactions. The Shareholder hereby waives all notice and publication of notice of any Shareholders’ Meeting to those obligations) shall apply, during the Term, be called or held with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor the Merger Agreement is soughtand the Transactions. The Shareholder hereby grants GFH an irrevocable proxy, coupled with an interest, to vote all of the Shareholder’s Shares in favor of the Merger Agreement and the Transactions. (Bb) During the Term at At any meeting of stockholders of the Company HRB’s shareholders or at any adjournment or postponement thereof, in any action by written consent of the stockholders of the Company, thereof or in any other circumstances upon which the their vote, consent or other approval of the Stockholder is sought, Stockholder the Shareholder shall vote (or cause to be voted) such Shareholder’s Shares against any amendment of HRB’s articles of incorporation or bylaws or other proposal or transaction involving HRB, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Shares Merger Agreement, or any of the Transactions (each of the foregoing in clause (i) notwithstanding Section 1.03 of this Agreement, against any Company Acquisition Proposal; and or (ii) against any other proposal or action that could reasonably be expected to impedeabove, interfere with, delay or postpone the Merger or change in any manner the voting rights of any class of shares of the Company (including any amendments to the Company Charter or Company Bylawsa “Competing Transaction”).

Voting Agreements. (Aa) During At all times during the Term Standstill Period, each Investor shall, and shall cause each of its Affiliates to, cause all Voting Securities Beneficially Owned by it to be counted as present for purposes of establishing a quorum. (as defined belowb) at At all times during the Standstill Period, each Investor shall, and shall cause each of its Affiliates to, cause to be voted by proxy (returned sufficiently in advance of the deadline for proxy voting for the Company to have the reasonable opportunity to verify receipt) on or in accordance with the proxy card mailed by the Company to the stockholders of the Company in connection with the solicitation of any proxy (including, if applicable, through the execution of one or more written consents if stockholders of the Company are requested to vote through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company), in the following manner: (i) in favor of all those persons nominated to serve as directors of the Company by the Company Board or at any adjournment or postponement thereof at which a vote the Nominating, Corporate Governance, Environmental and Social Committee of the Company Board, (ii) in favor of the Merger Agreement is sought, Stockholder shall vote (or cause to be voted) a number of shares of Company Common Stock equal to forty percent (40%) Company’s proposal for ratification of the shares of Company Common Stock outstanding and entitled to vote as appointment of the relevant meeting of stockholders Company’s independent registered public accounting firm, (iii) in favor of the adoption of Company’s “say-on-pay” proposal and any proposal by the Merger Agreement. On Company relating to equity compensation that has been approved by the date that is three (3) Business Days prior to the date of the applicable meeting of stockholders Compensation Committee of the Company Board and (or z) in accordance with the applicable adjournment or postponement thereof), Stockholder shall deliver and grant a revocable proxy to the proxyholders named in the Company’s proxy card (the “Proxyholders”) granting the Proxyholders the power and authority to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall not, during the Term, amend, withdraw, revoke, alter, modify or change such proxy at any time prior to the date of such meeting of stockholders recommendation of the Company (or such adjournment or postponement thereof); provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and the exceptions to those obligations) shall apply, during the Term, Board with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor the Merger Agreement is sought. (B) During the Term at proposal brought by any meeting of stockholders of the Company or at any adjournment or postponement thereof, in any action by written consent of the stockholders of the Company, or in any other circumstances upon which the vote, consent or other approval of the Stockholder is sought, Stockholder shall vote (or cause to be voted) the Shares (i) notwithstanding Section 1.03 of this Agreement, against any Company Acquisition Proposal; and (ii) against any other proposal or action that could reasonably be expected to impede, interfere with, delay or postpone the Merger or change in any manner the voting rights of any class of shares stockholder of the Company (including any amendments proposal pursuant to Rule 14a-8 under the Exchange Act), and (iv) in accordance with the recommendation of the Company Board with respect to all matters relating to any merger, acquisition or business combination transaction involving the Company or any of its Subsidiaries or equity issuance of the Company, to the extent such matters are to be voted upon by the stockholders of the Company Charter (including through action by written consent), in accordance with the recommendation of the Company Board. Except as set forth in this Section 1.3(b), neither an Investor nor any of its Affiliates shall be under any obligation by virtue of this Agreement to vote in the same manner as recommended by the Company Board or Company Bylaws)any other Person, or in any other manner, other than in its sole discretion. (c) No Investor shall vote on any proposal to approve the issuance of shares of Common Stock upon conversion of the shares of Preferred Stock submitted to the Company’s stockholders at the Company’s annual or special meeting of stockholders.

Voting Agreements. (Aa) During From the Term (as defined below) date hereof until the Expiration Time, at any meeting of stockholders the holders of the Company or at any adjournment or postponement thereof at which a vote in favor of the Merger Agreement is soughtSPAC Shares, Stockholder shall vote however called (or cause to be voted) a number of shares of Company Common Stock equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement. On the date that is three (3) Business Days prior to the date of the applicable meeting of stockholders of the Company (or the applicable any adjournment or postponement thereof), Stockholder shall deliver and grant a revocable proxy to the proxyholders named in the Company’s proxy card (the “Proxyholders”) granting the Proxyholders the power and authority to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall not, during the Term, amend, withdraw, revoke, alter, modify or change such proxy at any time prior to the date of such meeting of stockholders of the Company (or such adjournment or postponement thereof); provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and the exceptions to those obligations) shall apply, during the Term, with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor the Merger Agreement is sought. (B) During the Term at any meeting of stockholders of the Company or at any adjournment or postponement thereof, in any action by written consent of the stockholders of the Company, or in any other circumstances upon circumstance in which the vote, consent or other approval of the Stockholder holders of SPAC Shares is sought, Stockholder each Sponsor shall (x) appear at each such meeting, in person or by proxy, or otherwise cause all of its SPAC Shares to be counted as present thereat for purposes of calculating a quorum and (y) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) the Shares covering, all of its, his, or her SPAC Shares: (i) notwithstanding Section 1.03 in favor of this Agreement, against any Company Acquisition Proposal; and the Proposals; (ii) against any Alternative SPAC Transaction; (iii) against any business combination agreement or merger (other proposal than the Business Combination Agreement and the Business Combination), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by SPAC; (iv) against any proposal, action or agreement that could reasonably be expected to would (A) materially impede, interfere withfrustrate, delay prevent or postpone nullify any provision of this Agreement, the Merger Business Combination Agreement or change the Business Combination, (B) result in a breach in any manner the voting rights respect of any class covenant, representation, warranty or any other obligation or agreement of shares SPAC under the Business Combination Agreement or (C) result in any of the Company conditions set forth in Article VI of the Business Combination Agreement not being fulfilled. (including b) From the date hereof until the Expiration Time, each Sponsor hereby unconditionally and irrevocably agrees that such Sponsor, as applicable, shall: (i) not commit or agree to take any amendments action inconsistent with the foregoing covenants set forth in Section 1.04(a); and (ii) not redeem any SPAC Shares owned by such Sponsor in connection with the exercise of SPAC Shareholder Redemption Rights. The Sponsors shall not commit or agree to take any action inconsistent with the Company Charter foregoing. The obligations under this Section 1.04 shall apply whether or Company Bylaws)not the SPAC Board or other governing body or any committee or subgroup thereof recommends any of the Proposals and regardless of any SPAC Change in Recommendation.

Voting Agreements. (A) During Each Member, in its capacity as a member of the Term (as defined below) Company, agrees that, at any meeting of stockholders of the Company or at any adjournment or postponement thereof at which a vote in favor of Company’s members related to the transactions contemplated by the Merger Agreement is sought(whether annual or special and whether or not an adjourned or postponed meeting, Stockholder shall vote (or cause to be voted) a number of shares of Company Common Stock equal to forty percent (40%) of the shares of Company Common Stock outstanding however called and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement. On the date that is three (3) Business Days prior to the date of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereof), Stockholder shall deliver and grant a revocable proxy to the proxyholders named in the Company’s proxy card (the “Proxyholders”) granting the Proxyholders the power and authority to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall not, during the Term, amend, withdraw, revoke, alter, modify or change such proxy at including any time prior to the date of such meeting of stockholders of the Company (or such adjournment or postponement thereof); provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding and/or in connection with any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and the exceptions to those obligations) shall apply, during the Term, with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor the Merger Agreement is sought. (B) During the Term at any meeting of stockholders of the Company or at any adjournment or postponement thereof, in any action by written consent of the stockholders Company’s members related to the transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Member shall: (a) when the Meeting is held, appear at the Meeting or otherwise cause the Member Interests to be counted as present thereat for the purpose of the Company, or in any other circumstances upon which the vote, consent or other approval of the Stockholder is sought, Stockholder shall establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be votedvoted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Member Interests in favor of the Merger, the Merger Agreement and the transactions contemplated thereby; (c) vote (or execute and return an action by written consent), or cause to be voted at the Shares Meeting (ior validly execute and return and cause such consent to be granted with respect to), all of the Member Interests in favor of any proposal to adjourn a Meeting at which there is a proposal for members of the Company to adopt the Merger Agreement to a later date if there are not sufficient votes to adopt the proposal described in clause (b) notwithstanding Section 1.03 above or if there are not sufficient membership interests present in person or represented by proxy at such Meeting to constitute a quorum; (d) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of this the Member Interests against any proposal for any amendment or modification of the Company’s Operating Agreement that would change the voting rights or the number of votes required to approval any proposal, including the vote required to adopt the Merger Agreement; and (e) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Member Interests against any Company Acquisition Proposal; and (ii) Competing Transaction or against any other proposal or action that could would reasonably be expected to (x) impede, interfere with, delay delay, postpone or postpone materially and adversely affect the Merger or change any of the transactions contemplated by the Merger Agreement, or (y) result in any manner the voting rights a breach of any class of shares covenant, representation or warranty or other obligation or agreement of the Company (including any amendments to the Company Charter or Company Bylaws)Member contained in this Agreement.

Voting Agreements. (A) During the Term period commencing on the date hereof and ending on the earlier to occur of (i) the Effective Time, and (ii) such date and time as defined below) the Merger Agreement shall be terminated in accordance with Articles XI of the Merger Agreement (whichever earlier, the “Expiration Time”), each Shareholder agrees that, at any meeting of stockholders the shareholders of the Company or at Holdco related to the transactions contemplated by the Merger Agreement (collectively, the “Transactions”) (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof thereof) and/or in connection with any written consent of the Company’s shareholders or later Holdco’s shareholders related to the Transactions (all such meetings or consents related to the Transactions, collectively referred to herein as the “Meetings” and each a “Meeting”), such Shareholder shall or shall cause its Vehicle to: a. when a Meeting is held, appear at which such Meeting or otherwise cause the Shareholder Shares to be counted as present thereat for the purpose of establishing a quorum; b. vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Shareholder Shares in favor of the Merger Agreement and the transactions contemplated thereby; c. authorize and approve any amendment to the Organizational Documents of the Company or Holdco that is sought, Stockholder shall deemed necessary or advisable by the Company or Holdco for purposes of effecting the Transactions; and d. vote (or execute and return an action by written consent), or cause to be voted) a number of shares of Company Common Stock equal voted at the Meeting (or validly execute and return and cause such consent to forty percent (40%) be granted with respect to), all of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement. On the date that is three (3) Business Days prior to the date of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereof), Stockholder shall deliver and grant a revocable proxy to the proxyholders named in the Company’s proxy card (the “Proxyholders”) granting the Proxyholders the power and authority to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall not, during the Term, amend, withdraw, revoke, alter, modify or change such proxy at any time prior to the date of such meeting of stockholders of the Company (or such adjournment or postponement thereof); provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and the exceptions to those obligations) shall apply, during the Term, with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor the Merger Agreement is sought. (B) During the Term at any meeting of stockholders of the Company or at any adjournment or postponement thereof, in any action by written consent of the stockholders of the Company, or in any other circumstances upon which the vote, consent or other approval of the Stockholder is sought, Stockholder shall vote (or cause to be voted) the Shareholder Shares (i) notwithstanding Section 1.03 of this Agreement, against any Company Acquisition Proposal; and (ii) against any other proposal or action that could would reasonably be expected to (x) impede, interfere with, delay delay, postpone or postpone adversely affect the Initial Merger, the SPAC Merger or change any other Transactions, (y) result in any manner the voting rights a breach of any class of shares covenant, representation or warranty or other obligation or agreement of the Company or the Holdco under the Merger Agreement or (including z) result in a breach of any amendments to covenant, representation or warranty or other obligation or agreement of the Company Charter or Company Bylaws)Shareholder contained in this Support Agreement.

Voting Agreements. (A) During the Term period commencing on the date hereof and ending on the earlier to occur of (as defined belowa) at any meeting of stockholders the consummation of the Company or at any adjournment or postponement Transactions, and (b) such date and time as the BCA shall be terminated in accordance with Section 10.1 thereof at which a vote in favor of the Merger Agreement is sought, Stockholder shall vote (or cause to be voted) a number of shares of Company Common Stock equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement. On the date that is three (3) Business Days prior to the date of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereof), Stockholder shall deliver and grant a revocable proxy to the proxyholders named in the Company’s proxy card (the “ProxyholdersExpiration Time”) granting ), each Stockholder, in its capacity as a stockholder of SPAC, agrees that, at the Proxyholders the power and authority to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant Special Meeting, at any other meeting of stockholders in favor of SPAC Shareholders related to the adoption of the Merger Agreement as transactions contemplated by this Section 1.01(A) the BCA (whether annual or special and Stockholder shall notwhether or not an adjourned or postponed meeting, during the Term, amend, withdraw, revoke, alter, modify or change such proxy at however called and including any time prior to the date of such meeting of stockholders of the Company (or such adjournment or postponement thereof); provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) and in connection with any written consent of SPAC Shareholders related to the transactions contemplated by the BCA (the Special Meeting and all other meetings or consents related to the BCA, collectively referred to herein as the “Meeting”), the Sponsor shall: a. when the Meeting is postponed held, appear at the Meeting or adjourned otherwise cause the Stockholder Shares to be counted as present thereat for the purpose of establishing a date more than three quorum; b. vote (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (execute and the exceptions to those obligations) shall apply, during the Term, with respect to any meeting convened following such a postponement, or reconvened following such return an adjournment, at which a vote in favor the Merger Agreement is sought. (B) During the Term at any meeting of stockholders of the Company or at any adjournment or postponement thereof, in any action by written consent of the stockholders of the Companyconsent), or in any other circumstances upon which the vote, consent or other approval of the Stockholder is sought, Stockholder shall vote (or cause to be voted) voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Shares in favor of each of the SPAC Shareholder Matters; and c. vote (i) notwithstanding Section 1.03 or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of this Agreement, against any Company Acquisition Proposal; and (ii) the Stockholder Shares against any other proposal or action that could would reasonably be expected to (x) materially impede, interfere with, delay delay, postpone or postpone adversely affect the SPAC Merger or change any of the Transactions, (y) result in any manner the voting rights a breach of any class covenant, representation or warranty or other obligation or agreement of shares SPAC under the BCA or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company (including Sponsor contained in this Support Agreement. The obligations of the Stockholders specified in this Section 1 shall apply whether or not the SPAC Merger or any amendments to the Company Charter or Company Bylaws)action described above is recommended by SPAC Board.

Voting Agreements. (A) During the Term (Shareholder, solely in its capacity as defined below) at any meeting a shareholder of stockholders of the Company or at any adjournment or postponement thereof at which a vote in favor of the Merger Agreement is soughtPurchaser, Stockholder shall vote (or cause to be voted) a number of shares of Company Common Stock equal to forty percent (40%) of the shares of Company Common Stock outstanding unconditionally and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement. On the date that is three (3) Business Days prior to the date of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereof), Stockholder shall deliver and grant a revocable proxy to the proxyholders named in the Company’s proxy card (the “Proxyholders”) granting the Proxyholders the power and authority to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall notirrevocably agrees that, during the Termterm of this Support Agreement, amendat the Special Shareholder Meeting, withdraw, revoke, alter, modify or change such proxy at any time prior other meeting of the Purchaser Shareholders related to the date of such meeting of stockholders of the Company Transactions (whether annual or such adjournment special and whether or postponement thereof); providednot an adjourned or postponed meeting, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable however called and including any adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding and/or in connection with any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and the exceptions to those obligations) shall apply, during the Term, with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor the Merger Agreement is sought. (B) During the Term at any meeting of stockholders of the Company or at any adjournment or postponement thereof, in any action by written consent of the stockholders Purchaser Shareholders related to the Transactions (the Special Shareholder Meeting and all other meetings or consents related to the Business Combination Agreement or the Transactions, collectively referred to herein as the “Meeting”), Shareholder shall: (a) when the Meeting is held, appear at the Meeting or otherwise cause the Shareholder Shares to be counted as present thereat for the purpose of the Company, or in any other circumstances upon which the vote, consent or other approval of the Stockholder is sought, Stockholder shall establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted) voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Shareholder Shares (i) notwithstanding Section 1.03 in favor of this the Business Combination Agreement, against the Ancillary Documents, and the Transactions (and any Company Acquisition Proposalactions required in furtherance thereof), the other matters set forth in the Business Combination Agreement and each of the proposals at the Meeting; and (c) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (ii) or validly execute and return and cause such consent to be granted with respect to), all of the Shareholder Shares against any other proposal or action that could would reasonably be expected to (x) materially impede, interfere with, delay delay, postpone or postpone adversely affect the Merger Mergers or change any of the Transactions, (y) result in any manner the voting rights a breach of any class covenant, representation or warranty or other obligation or agreement of shares Purchaser under the Business Combination Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company (including any amendments to the Company Charter or Company Bylaws)Shareholder contained in this Support Agreement.

Voting Agreements. (A) During Each Stockholder, in its capacity as a stockholder of the Term (as defined below) Company, agrees that, at any meeting of the Company’s stockholders of related to the Company or at any adjournment or postponement thereof at which a vote in favor of transactions contemplated by the Merger Agreement is sought(whether annual or special and whether or not an adjourned or postponed meeting, Stockholder shall vote (or cause to be voted) a number of shares of Company Common Stock equal to forty percent (40%) of the shares of Company Common Stock outstanding however called and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement. On the date that is three (3) Business Days prior to the date of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereof), Stockholder shall deliver and grant a revocable proxy to the proxyholders named in the Company’s proxy card (the “Proxyholders”) granting the Proxyholders the power and authority to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall not, during the Term, amend, withdraw, revoke, alter, modify or change such proxy at including any time prior to the date of such meeting of stockholders of the Company (or such adjournment or postponement thereof); provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding and/or in connection with any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholderwritten consent of the Company’s obligations pursuant stockholders related to this Section 1.01(A) (and the exceptions to those obligations) shall apply, during the Term, with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor transactions contemplated by the Merger Agreement is sought.(all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall: (Ba) During when the Term Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Shares in favor of the Merger, the Merger Agreement and the transactions contemplated thereby (collectively, the “Stockholder Matters”); (c) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Shares in favor of any meeting of proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at any adjournment such Meeting to constitute a quorum; (d) vote (or postponement thereof, in any execute and return an action by written consent of the stockholders of the Companyconsent), or in any other circumstances upon which the vote, consent or other approval of the Stockholder is sought, Stockholder shall vote (or cause to be votedvoted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Shares against any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and (e) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Shares (i) notwithstanding Section 1.03 of this Agreement, against any Company Acquisition Proposal; and (ii) Alternative Transaction or against any other proposal or action that could would reasonably be expected to (x) impede, interfere with, delay delay, postpone or postpone materially and adversely affect the Merger or change any of the transactions contemplated by the Merger Agreement, or (y) result in any manner the voting rights a breach of any class of shares covenant, representation or warranty or other obligation or agreement of the Company (including any amendments to the Company Charter or Company Bylaws)Stockholder contained in this Agreement.

Voting Agreements. The Shareholder agrees with, and covenants to, Buyer as follows: (Aa) During the Term (as defined below) at At any meeting of stockholders shareholders of Seller called to vote upon the Company Merger Agreement and/or the Transactions or at any adjournment or postponement thereof at or in any other circumstances upon which a vote in favor of vote, consent or other approval with respect to the Merger Agreement and/or the Transactions is soughtsought (collectively, Stockholder the “Shareholders’ Meeting”), the Shareholder shall vote (or cause to be voted) a number of shares of Company Common Stock equal to forty percent (40%) all of the shares of Company Common Stock outstanding Solely-Owned Shares which are outstanding, and entitled shall use Shareholder’s best efforts to vote as cause to be voted all of the relevant meeting of stockholders Co-Owned Shares which are outstanding, in favor of the adoption execution and delivery by Seller of the Merger Agreement. On , and the date that is three (3) Business Days prior to the date approval of the applicable meeting of stockholders terms thereof and each of the Company (or Transactions. The Shareholder shall not grant any proxies for the applicable adjournment or postponement thereof)Shareholder’s Shares to any third party, Stockholder shall deliver and grant a revocable proxy to the proxyholders named in the Company’s proxy card (the “Proxyholders”) granting the Proxyholders the power and authority except where such proxies are expressly directed to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption Merger Agreement and the Transactions. The Shareholder hereby waives all notice and publication of notice of any Shareholders’ Meeting to be called or held with respect to the Merger Agreement and the Transactions. The Shareholder hereby grants Buyer an irrevocable proxy, coupled with an interest, to vote all of the Solely-Owned Shares in favor of the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall notthe Transactions, during the Term, amend, withdraw, revoke, alter, modify and against any competing proposals or change such proxy at any time prior to the date of such meeting of stockholders of the Company (other Acquisition Proposals or such adjournment or postponement thereof)Acquisition Transactions; provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or upon the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and the exceptions to those obligations) shall apply, during the Term, with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor termination of the Merger Agreement is soughtin accordance with its terms, the Shareholder will automatically be released from the irrevocable proxy granted hereunder. (Bb) During the Term at At any meeting of stockholders of the Company Seller’s shareholders or at any adjournment or postponement thereof, in any action by written consent of the stockholders of the Company, thereof or in any other circumstances upon which the their vote, consent or other approval of the Stockholder is sought, Stockholder the Shareholder shall vote (or cause to be voted) the Shares Solely-Owned Shares, and shall use Shareholder’s best efforts to cause to be voted the Co-Owned Shares, against (i) notwithstanding Section 1.03 of this Agreementany Acquisition Proposal or Acquisition Transaction, against any Company Acquisition Proposal; and or (ii) against any amendment of Seller’s articles of incorporation or bylaws or other proposal or action that could reasonably be expected to impedetransaction involving Seller, interfere with, delay which amendment or postpone the Merger other proposal or change transaction would in any manner delay, impede, frustrate, prevent or nullify the voting rights of Merger Agreement, or any class of shares of the Company Transactions (including any amendments to each of the Company Charter foregoing in clause (i) or Company Bylaws(ii) above, a “Competing Transaction”).

Voting Agreements. (A) During Each Supporter, in such Supporter’s capacity as a shareholder of Purchaser, irrevocably agrees that, during the Term (as defined below) term of this Agreement, at any the extraordinary general meeting of stockholders of Purchaser’s shareholders (the Company “Purchaser Extraordinary General Meeting”) to be called and held in connection with the transactions contemplated by the Purchase Agreement (the “Transactions”), or at any adjournment or postponement thereof at which a vote in favor of the Merger Agreement is sought, Stockholder shall vote (or cause to be voted) a number of shares of Company Common Stock equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant other meeting of stockholders in favor of the adoption of the Merger Agreement. On the date that is three Purchaser’s shareholders called and held for such purpose (3) Business Days prior to the date of the applicable meeting of stockholders of the Company (whether ordinary or the applicable extraordinary and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), Stockholder shall deliver and grant a revocable proxy in connection with any written consent of Purchaser’s shareholders related to the proxyholders named in transactions contemplated by the Company’s proxy card Purchase Agreement (the “Proxyholders”) granting the Proxyholders the power Purchaser Extraordinary General Meeting and authority to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall not, during the Term, amend, withdraw, revoke, alter, modify all other meetings or change such proxy at any time prior consents related to the date Purchase Agreement, collectively referred to herein as the “Meeting”), such Supporter shall: (a) when the Meeting is held, appear at the Meeting or otherwise cause the Supporter Shares owned by such Supporter to be counted as present thereat for the purpose of such meeting of stockholders of the Company establishing a quorum; (b) vote (or such adjournment or postponement thereof); provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (execute and the exceptions to those obligations) shall apply, during the Term, with respect to any meeting convened following such a postponement, or reconvened following such return an adjournment, at which a vote in favor the Merger Agreement is sought. (B) During the Term at any meeting of stockholders of the Company or at any adjournment or postponement thereof, in any action by written consent of the stockholders of the Companyconsent), or in any other circumstances upon which the vote, consent or other approval of the Stockholder is sought, Stockholder shall vote (or cause to be votedvoted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Supporter Shares owned by such Supporter in favor of each of the Purchaser Shareholder Approval Matters; and (c) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Supporter Shares (i) notwithstanding Section 1.03 of this Agreement, against any Company Acquisition Proposal; and (ii) owned by such Supporter against any other proposal or action that could would reasonably be expected to (x) impede, interfere with, delay delay, postpone or postpone adversely affect the Merger Acquisition or change any of the Transactions, (y) result in any manner the voting rights a breach of any class covenant, representation or warranty or other obligation or agreement of shares Purchaser under the Purchase Agreement or (z) result in a breach of the Company (including any amendments to the Company Charter covenant, representation or Company Bylaws)warranty or other obligation or agreement of such Supporter contained in this Agreement.

Voting Agreements. (A) During the Term period commencing on the date hereof and ending on the earlier to occur of (a) the Effective Time, and (b) such date and time as defined below) the Business Combination Agreement shall be terminated in accordance its terms (whichever earlier, the “Expiration Time”), each Stockholder, in its capacity as a Stockholder of the Company, irrevocably agrees that, at any meeting of stockholders of the Company or at any adjournment or postponement thereof at which a vote in favor of the Merger Agreement is sought, Stockholder shall vote (or cause to be voted) a number of shares of Company Common Stock equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement. On the date that is three (3) Business Days prior to the date of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereof), Stockholder shall deliver and grant a revocable proxy to the proxyholders named in the Company’s proxy card (stockholders related to the “Proxyholders”) granting the Proxyholders the power and authority to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement as transactions contemplated by this Section 1.01(A) the Business Combination Agreement (whether annual or special and Stockholder shall notwhether or not an adjourned or postponed meeting, during the Term, amend, withdraw, revoke, alter, modify or change such proxy at however called and including any time prior to the date of such meeting of stockholders of the Company (or such adjournment or postponement thereof); provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3the “Transactions”) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding and/or in connection with any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and the exceptions to those obligations) shall apply, during the Term, with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor the Merger Agreement is sought. (B) During the Term at any meeting of stockholders of the Company or at any adjournment or postponement thereof, in any action by written consent of the Company’s stockholders related to the Transactions (all meetings or consents related to the Business Combination Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall: (a) when the Meeting is held, appear at the Meeting or otherwise cause its Shares to be counted as present thereat for the purpose of the Company, or in any other circumstances upon which the vote, consent or other approval of the Stockholder is sought, Stockholder shall establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be votedvoted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of its Shares in favor of the Business Combination Agreement and the transactions contemplated thereby; (c) authorize and approve any amendment to the Company’s Governing Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; and (b) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of its Shares (i) notwithstanding Section 1.03 of this Agreement, against any Company Acquisition Proposal; and (ii) against any other proposal or action that could would reasonably be expected to (x) impede, interfere with, delay delay, postpone or postpone adversely affect the Merger or change any of the Transactions, (y) result in any manner the voting rights a breach of any class of shares covenant, representation or warranty or other obligation or agreement of the Company under the Business Combination Agreement or (including z) result in a breach of any amendments to the Company Charter covenant, representation or Company Bylaws)warranty or other obligation or agreement of such Stockholder contained in this Voting Agreement.

Voting Agreements. The Stockholder, in its capacity as a stockholder of the Company, covenants and agrees that, at any meeting of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (Athe “Transactions”), whether annual or special and whether or not an adjourned or postponed meeting, and however called, and in connection with any written consent of the Company’s stockholders related to the Transactions (all such meetings or consents collectively referred to herein as the “Meeting”), the Stockholder shall: a. when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; b. vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Shares in favor of each of the proposals relating to the Transactions and any other matters necessary or reasonably requested by the Company for consummation of the Merger and the Transactions; c. authorize and approve the Merger to the extent the approval of any of the Company’s stockholders is required or applicable pursuant to the Company’s Third Amended and Restated Certificate of Incorporation, as amended from time to time (the “Company Charter”); d. convert each share of Company Preferred Stock into shares of Company Common Stock in accordance with the terms of the Company Charter; e. authorize and approve any amendment to the Company Charter that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; f. vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Shares against any action that would reasonably be expected to (x) During impede, interfere with, delay, postpone or adversely affect the Term Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement, or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Support Agreement; g. exercise the drag-along rights, if applicable to the Merger, set forth in Section 3 of the Company’s Second Amended and Restated Stockholders Agreement, dated as of August 17, 2020; and h. in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents or the Company Financing Agreements (as defined below) at any meeting of stockholders of the Company or at any adjournment or postponement thereof at which a vote in favor of otherwise sought with respect to the Merger Agreement is soughtor the Transactions, Stockholder shall vote to vote, consent or approve (or cause to be voted, consented or approved) a number all of shares of Company Common Stock equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders such Stockholder’s Stockholder Shares held at such time in favor of the adoption of the Merger Agreement. On the date that is three (3) Business Days prior to the date of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereof), Stockholder shall deliver and grant a revocable proxy to the proxyholders named in the Company’s proxy card (the “Proxyholders”) granting the Proxyholders the power and authority to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall not, during the Term, amend, withdraw, revoke, alter, modify or change such proxy at any time prior to the date of such meeting of stockholders of the Company (or such adjournment or postponement thereof); provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and the exceptions to those obligations) shall apply, during the Term, with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor the Merger Agreement is sought. (B) During the Term at any meeting of stockholders of the Company or at any adjournment or postponement thereof, in any action by written consent of the stockholders of the Company, or in any other circumstances upon which the vote, consent or other approval of the Stockholder is sought, Stockholder shall vote (or cause to be voted) the Shares (i) notwithstanding Section 1.03 of this Agreement, against any Company Acquisition Proposal; and (ii) against any other proposal or action that could reasonably be expected to impede, interfere with, delay or postpone the Merger or change in any manner the voting rights of any class of shares of the Company (including any amendments to the Company Charter or Company Bylaws).

Voting Agreements. (A) During the Term (Sponsor, solely in its capacity as defined below) at any meeting a shareholder of stockholders of the Company or at any adjournment or postponement thereof at which a vote in favor of the Merger Agreement is soughtSPAC, Stockholder shall vote (or cause to be voted) a number of shares of Company Common Stock equal to forty percent (40%) of the shares of Company Common Stock outstanding irrevocably and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement. On the date that is three (3) Business Days prior to the date of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereof), Stockholder shall deliver and grant a revocable proxy to the proxyholders named in the Company’s proxy card (the “Proxyholders”) granting the Proxyholders the power and authority to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall notunconditionally agrees that, during the Termterm of this Agreement, amendat the SPAC Special Meeting, withdraw, revoke, alter, modify or change such proxy at any time prior other meeting of the SPAC Shareholders related to the date of such meeting of stockholders of the Company Transactions (whether annual or such adjournment special and whether or postponement thereof); providednot an adjourned or postponed meeting, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable however called and including any adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding and/or in connection with any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and the exceptions to those obligations) shall apply, during the Term, with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor the Merger Agreement is sought. (B) During the Term at any meeting of stockholders of the Company or at any adjournment or postponement thereof, in any action by written consent of the stockholders SPAC Shareholders related to the Transactions (the SPAC Special Meeting and all other meetings or consents related to the Business Combination Agreement, collectively referred to herein as the “Meeting”), Sponsor shall: (a) when the Meeting is held, appear at the Meeting in person or by proxy or otherwise cause the Sponsor Shares to be counted as present thereat for the purpose of the Company, or in any other circumstances upon which the vote, consent or other approval of the Stockholder is sought, Stockholder shall establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted) voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Shares (i) notwithstanding Section 1.03 in favor of this the Business Combination Agreement, against the Ancillary Agreements and the Transactions and each of the other SPAC Party Shareholder Approval Matters, and any other matters necessary or reasonably requested by the Company Acquisition Proposaland/or Pubco for consummation of the Transactions; and (c) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (ii) or validly execute and return and cause such consent to be granted with respect to or withhold its class consent and/or written consent, as applicable), all of the Sponsor Shares against any other proposal or action that could would reasonably be expected to (x) impede, interfere with, delay delay, postpone or postpone adversely affect the Merger Mergers or change any of the Transactions, (y) result in any manner the voting rights a breach of any class covenant, representation or warranty or other obligation or agreement of shares SPAC under the Business Combination Agreement, or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of Sponsor contained in this Agreement. (d) The obligations of the Company (including Sponsor specified in this Section 1 shall apply whether or not the board of directors of SPAC has changed, withdrawn, withheld, qualified or modified, or publicly proposed to change, withdraw, withhold, qualify or modify, its recommendation to adopt and/or approve the Transactions or any amendments to the Company Charter or Company Bylaws)action described above.

Voting Agreements. The Stockholder, in its capacity as a stockholder of the Company, covenants and agrees that, at any meeting of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (Athe “Transactions”), whether annual or special and whether or not an adjourned or postponed meeting, and however called, and in connection with any written consent of the Company’s stockholders related to the Transactions (all such meetings or consents collectively referred to herein as the “Meeting”), the Stockholder shall: a. when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; b. vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Shares in favor of each of the proposals relating to the Transactions, the Merger, the payment of the Closing Merger Consideration in accordance with the Merger Agreement, the payment of the Earn-Out Shares in accordance with the Agreement, and any other matters necessary or reasonably requested by the Company for consummation of the Merger and the Transactions; c. authorize and approve the Merger to the extent the approval of any of the Company’s stockholders is required or applicable pursuant to the Company’s Third Amended and Restated Certificate of Incorporation, as amended from time to time (the “Company Charter”); d. vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Shares against any action that would reasonably be expected to (x) During impede, interfere with, delay, postpone or adversely affect the Term Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement, or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Support Agreement; and e. in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents or the Company Financing Agreements (as defined below) at any meeting of stockholders of the Company or at any adjournment or postponement thereof at which a vote in favor of otherwise sought with respect to the Merger Agreement is soughtor the Transactions, Stockholder shall vote to vote, consent or approve (or cause to be voted, consented or approved) a number all of shares of Company Common Stock equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders such Stockholder’s Stockholder Shares held at such time in favor of the adoption of the Merger Agreement. On the date that is three (3) Business Days prior to the date of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereof), Stockholder shall deliver and grant a revocable proxy to the proxyholders named in the Company’s proxy card (the “Proxyholders”) granting the Proxyholders the power and authority to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall not, during the Term, amend, withdraw, revoke, alter, modify or change such proxy at any time prior to the date of such meeting of stockholders of the Company (or such adjournment or postponement thereof); provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and the exceptions to those obligations) shall apply, during the Term, with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor the Merger Agreement is sought. (B) During the Term at any meeting of stockholders of the Company or at any adjournment or postponement thereof, in any action by written consent of the stockholders of the Company, or in any other circumstances upon which the vote, consent or other approval of the Stockholder is sought, Stockholder shall vote (or cause to be voted) the Shares (i) notwithstanding Section 1.03 of this Agreement, against any Company Acquisition Proposal; and (ii) against any other proposal or action that could reasonably be expected to impede, interfere with, delay or postpone the Merger or change in any manner the voting rights of any class of shares of the Company (including any amendments to the Company Charter or Company Bylaws).

Voting Agreements. (Aa) During Each of the Term Current Stockholders hereby agrees that as long as Delaware State Employees' Retirement Fund, Declaration of Trust for Defined Benefit Plans of ICI American Holdings Inc. and Declaration of Trust for Defined Benefit Plans of Zeneca Holdings Inc. (as defined belowcollectively, the "PECKS INVESTORS") beneficially own in the aggregate at any meeting least 4.4 percent of stockholders the fully diluted outstanding shares of Common Stock, the Current Stockholders shall take all action within their respective power, including without limitation, the voting of capital stock of the Company, required to cause the Board of Directors of the Company or to at any adjournment or postponement thereof all times consist of at which a vote in favor least 4 and no more than 7 members, one of whom shall be designated by the Pecks Investors (the "DESIGNEE"). Each of the Merger Agreement is sought, Stockholder shall Current Stockholders agrees to vote (or cause to be voted) a number all of its shares of Company Common Stock equal to forty percent (40%) of the shares of Company Common Stock which are outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement. On the date that is three (3) Business Days prior to the date of the applicable meeting at all meetings of stockholders of the Company (or the applicable adjournment or postponement any written consents in lieu thereof), Stockholder shall deliver and grant a revocable proxy to the proxyholders named ) in the Company’s proxy card (the “Proxyholders”) granting the Proxyholders the power and authority to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders which directors are elected in favor of the adoption of Designee. (b) The Company agrees to place on the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall not, during the Term, amend, withdraw, revoke, alter, modify or change such proxy at any time prior to the date of such agenda for its next annual meeting of stockholders stockholders, which will take place on or before June 1, 2000 (the "ANNUAL MEETING"), a proposal (the "PROPOSAL") to amend its certificate of incorporation (the "AMENDMENT") to authorize a class of no less than 500,000 shares of non-voting Common Stock of the Company (which will be reserved for issuance to the Investor Stockholders in accordance with Section 2(c) of the Convertible Note or such adjournment or postponement thereof); providedSection 3.2 of this Agreement. Furthermore, however, the Company agrees to recommend to its stockholders that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and the exceptions to those obligations) shall apply, during the Term, with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a they vote in favor of, and to solicit proxies for the Merger Agreement is sought. (B) During purpose of voting in favor of, the Term Proposal at any meeting of stockholders the Annual Meeting. In furtherance of the Company or at any adjournment or postponement thereofforegoing, in any action by written consent each of the stockholders Current Stockholders agrees to take all actions within their respective power, including without limitation, the voting of all capital stock of the Company, or in any other circumstances upon which required to approve the voteProposal, consent or other approval and following such approval, the Company shall cause the Amendment to be promptly filed with the Secretary of State of the State of Delaware, and the Company will promptly deliver to each Investor Stockholder is soughta copy of the Amendment, Stockholder shall vote certified by the Secretary of State of the State of Delaware, following its filing therewith. (c) Each of the Current Stockholders hereby agrees that upon the request of Jack H. Castle, D.D.S. or cause to be voted) Loretta Castle, the Shares (i) notwithstanding Section 1.03 of this AgreementCurrent Stockholders shaxx xxxx xxx xxtion within xxxxx xxxxxxxxve power, against any Company Acquisition Proposal; and (ii) against any other proposal or action that could reasonably be expected to impedeincluding without limitation, interfere with, delay or postpone the Merger or change in any manner the voting rights of any class of shares capital stock of the Company (including any amendments Company, required to cause the Company Charter or Company Bylawsto exercise its right under Section 2.2 of the Registration Rights Agreement to cause the registration of the Registrable Securities (as defined in the Registration Agreement).

Voting Agreements. The Shareholder agrees with, and covenants to, Parent as follows: (Aa) During the Term (as defined below) at At any meeting of stockholders shareholders of Cornerstone called to vote upon the Company Merger Agreement and/or the Transactions or at any adjournment or postponement thereof at or in any other circumstances upon which a vote in favor of vote, consent or other approval with respect to the Merger Agreement and/or the Transactions is soughtsought (collectively, Stockholder the “Shareholders’ Meeting”), the Shareholder shall vote (or cause to be voted) a number of shares of Company Common Stock equal to forty percent (40%) all of the shares Shareholder’s Shares in favor of Company Common Stock outstanding approval of the Merger Agreement, and entitled the approval of the terms thereof and each of the Transactions. The Shareholder shall not grant any proxies to any third party, except where such proxies are expressly directed to vote as of the relevant meeting of stockholders in favor of the adoption Merger Agreement and the Transactions. The Shareholder hereby waives all notice and publication of notice of any Shareholders’ Meeting to be called or held with respect to the Merger Agreement and the Transactions. The Shareholder hereby grants Parent an irrevocable proxy, coupled with an interest, to vote all of the Merger Agreement. On the date that is three (3) Business Days prior to the date of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereof), Stockholder shall deliver and grant a revocable proxy to the proxyholders named in the CompanyShareholder’s proxy card (the “Proxyholders”) granting the Proxyholders the power and authority to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders Shares in favor of the adoption of the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall notthe Transactions, during the Term, amend, withdraw, revoke, alter, modify and against any competing proposals or change such proxy at any time prior to the date of such meeting of stockholders of the Company (other Acquisition Proposals or such adjournment or postponement thereof)Acquisition Transactions; provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or upon the applicable adjournment or postponement thereofpayment of the termination fee by the Parent in accordance with Section 9.3(a) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and the exceptions to those obligations) shall apply, during the Term, with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor of the Merger Agreement is soughtAgreement, the Shareholder will automatically be released from the irrevocable proxy granted hereunder. (Bb) During the Term at At any meeting of stockholders of the Company Cornerstone’s shareholders or at any adjournment or postponement thereof, in any action by written consent of the stockholders of the Company, thereof or in any other circumstances upon which the their vote, consent or other approval of the Stockholder is sought, Stockholder the Shareholder shall vote (or cause to be voted) the such Shareholder’s Shares against (i) notwithstanding Section 1.03 any Acquisition Proposal or Acquisition Transaction, including, without limitation, any merger, consolidation or exchange agreement or merger or exchange (other than the Merger Agreement and the Transactions), consolidation, combination, sale of this Agreementsubstantial assets, against any Company Acquisition Proposal; and reorganization, recapitalization, dissolution, liquidation or winding up of or by Cornerstone, or (ii) against any amendment of Cornerstone’s articles of incorporation or bylaws or other proposal or action that could reasonably be expected to impedetransaction involving Cornerstone, interfere with, delay which amendment or postpone the Merger other proposal or change transaction would in any manner delay, impede, frustrate, prevent or nullify the voting rights of Merger Agreement, or any class of shares of the Company Transactions (including any amendments to each of the Company Charter foregoing in clause (i) or Company Bylaws(ii) above, a “Competing Transaction”).

Voting Agreements. (A) During the Term period commencing on the date hereof and ending on the earlier to occur of (i) the Effective Time, and (ii) such date and time as defined below) the Merger Agreement shall be terminated in accordance with Articles XI of the Merger Agreement (whichever earlier, the “Expiration Time”), each Shareholder agrees that, at any meeting of stockholders the shareholders of the Company Holdco related to the transactions contemplated by the Merger Agreement (collectively, the “Transactions”) (whether annual or at special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof thereof) and/or in connection with any written consent of the Holdco’s shareholders related to the Transactions (all such meetings or consents related to the Transactions, collectively referred to herein as the “Meetings” and each a “Meeting”), such Shareholder shall: a. when a Meeting is held, appear at which such Meeting or otherwise cause the Shareholder Shares to be counted as present thereat for the purpose of establishing a quorum; b. vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Shareholder Shares in favor of the Merger Agreement and the transactions contemplated thereby; c. authorize and approve any amendment to the Organizational Documents of the Holdco that is sought, Stockholder shall deemed necessary or advisable by the Holdco for purposes of effecting the Transactions; and d. vote (or execute and return an action by written consent), or cause to be voted) a number of shares of Company Common Stock equal voted at the Meeting (or validly execute and return and cause such consent to forty percent (40%) be granted with respect to), all of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement. On the date that is three (3) Business Days prior to the date of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereof), Stockholder shall deliver and grant a revocable proxy to the proxyholders named in the Company’s proxy card (the “Proxyholders”) granting the Proxyholders the power and authority to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall not, during the Term, amend, withdraw, revoke, alter, modify or change such proxy at any time prior to the date of such meeting of stockholders of the Company (or such adjournment or postponement thereof); provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and the exceptions to those obligations) shall apply, during the Term, with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor the Merger Agreement is sought. (B) During the Term at any meeting of stockholders of the Company or at any adjournment or postponement thereof, in any action by written consent of the stockholders of the Company, or in any other circumstances upon which the vote, consent or other approval of the Stockholder is sought, Stockholder shall vote (or cause to be voted) the Shareholder Shares (i) notwithstanding Section 1.03 of this Agreement, against any Company Acquisition Proposal; and (ii) against any other proposal or action that could would reasonably be expected to (x) impede, interfere with, delay delay, postpone or postpone adversely affect the Initial Merger, the SPAC Merger or any other Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Holdco under the Merger Agreement or change (z) result in any manner the voting rights a breach of any class of shares covenant, representation or warranty or other obligation or agreement of the Company (including any amendments to the Company Charter or Company Bylaws)Shareholder contained in this Support Agreement.

Voting Agreements. The Shareholder agrees with, and covenants to, Buyer as follows: (Aa) During the Term (as defined below) at At any meeting of stockholders shareholders of Seller called to vote upon the Company or Merger Agreement and the Transactions, and at any adjournment or postponement thereof at thereof, or in any other circumstances upon which a vote in favor of vote, consent or other approval with respect to the Merger Agreement and the Transactions is soughtsought (collectively, Stockholder the “Shareholders’ Meeting”), the Shareholder shall vote (or cause to be voted) a number of shares of Company Common Stock equal to forty percent (40%) all of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders Shareholder’s Shares in favor of the adoption approval of the terms of the Merger Agreement. On the date that is three (3) Business Days prior to the date Agreement and each of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereof)Transactions, Stockholder and shall deliver and not grant a revocable proxy any proxies to the proxyholders named in the Company’s proxy card (the “Proxyholders”) granting the Proxyholders the power and authority any third party, except where such proxies are expressly directed to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall not, during the Term, amend, withdraw, revoke, alter, modify or change such proxy at any time prior to the date of such meeting of stockholders of the Company (or such adjournment or postponement thereof)Transactions; provided, however, that Stockholder may amendif the ownership structure of any of the Shareholder’s Shares is such that the Shareholder cannot cause such shares to be voted, withdrawShareholder shall use all reasonable efforts to cause such shares to be voted in favor of the approval of the terms of the Merger Agreement and the Transactions. Notwithstanding the foregoing, revokenothing in this Agreement shall be deemed to require the Shareholder to vote any shares of Seller Common Stock over which the Shareholder has or shares voting power solely in a fiduciary capacity on behalf of any Person (as defined in the Merger Agreement). The Shareholder hereby waives all notice and publication of notice of any Shareholders’ Meeting to be called or held with respect to the Merger Agreement and the Transactions. The Shareholder hereby grants the Buyer an irrevocable proxy, altercoupled with an interest, modify or change such proxy if such meeting (or to vote all of the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendmentShareholder’s Shares in favor of the Merger Agreement and the Transactions, withdrawal, revocation, alteration, modification, or changeand against any competing proposals; provided, further, however, that notwithstanding any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and upon the exceptions to those obligations) shall apply, during the Term, with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor termination of the Merger Agreement is soughtin accordance with Article 11 of the Merger Agreement, the Shareholder will automatically be released from the irrevocable proxy granted hereunder. (Bb) During the Term at At any meeting of stockholders of the Company or at any adjournment or postponement thereof, in any action by written consent of the stockholders of the Company, Shareholders’ Meeting or in any other circumstances upon which the their vote, consent or other approval of the Stockholder is sought, Stockholder the Shareholder shall vote (or cause to be voted) the such Shareholder’s Shares against (i) notwithstanding Section 1.03 any acquisition proposal, including, without limitation, any merger or exchange agreement or merger or exchange (other than the Merger Agreement and the Transactions), consolidation, combination, sale of this Agreementsubstantial assets, against any Company Acquisition Proposal; and reorganization, recapitalization, dissolution, liquidation or winding up of or by Seller, or (ii) against any amendment of Seller’s articles of incorporation or bylaws or other proposal or action that could reasonably be expected to impedetransaction involving Seller or its Subsidiary, interfere with, delay which amendment or postpone the Merger other proposal or change transaction would in any manner delay, impede, frustrate, prevent or nullify the voting rights of Merger Agreement, or any class of shares of the Company Transactions (including any amendments to each of the Company Charter foregoing in clauses (i) or Company Bylaws(ii) above, a “Competing Transaction”).

Voting Agreements. The Shareholder agrees with, and covenants to, GFH as follows: (Aa) During the Term (as defined below) at At any meeting of stockholders shareholders of HRB called to vote upon the Company Merger Agreement and/or the Transactions or at any adjournment or postponement thereof at or in any other circumstances upon which a vote in favor of vote, consent or other approval with respect to the Merger Agreement and/or the Transactions is soughtsought (collectively, Stockholder the “Shareholders’ Meeting”), the Shareholder shall vote (or cause to be voted) a number of shares of Company Common Stock equal to forty percent (40%) all of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders Shareholder’s Shares in favor of the adoption of the Merger Agreement. On the date that is three (3) Business Days prior to the date of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereof), Stockholder shall deliver and grant a revocable proxy to the proxyholders named in the Company’s proxy card (the “Proxyholders”) granting the Proxyholders the power and authority to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption approval of the terms thereof and each of the Transactions, and shall not grant any proxies to any third party, except where such proxies are expressly directed to vote in favor of the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall not, during the Term, amend, withdraw, revoke, alter, modify or change such proxy at any time prior to the date of such meeting of stockholders of the Company (or such adjournment or postponement thereof); provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and the exceptions Transactions. The Shareholder hereby waives all notice and publication of notice of any Shareholders’ Meeting to those obligations) shall apply, during the Term, be called or held with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor the Merger Agreement is soughtand the Transactions. The Shareholder hereby grants GFH an irrevocable proxy, coupled with an interest, to vote all of the Shareholder’s Shares in favor of the Merger Agreement and the Transactions. (Bb) During the Term at At any meeting of stockholders of the Company HRB’s shareholders or at any adjournment or postponement thereof, in any action by written consent of the stockholders of the Company, thereof or in any other circumstances upon which the their vote, consent or other approval of the Stockholder is sought, Stockholder the Shareholder shall vote (or cause to be voted) such Shareholder’s Shares against any amendment of HRB’s articles of incorporation or bylaws or other proposal or transaction involving HRB, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Shares Merger Agreement, or any of the Transactions (each of the foregoing in clause (i) notwithstanding Section 1.03 of this Agreement, against any Company Acquisition Proposal; and or (ii) against any other proposal or action that could reasonably be expected to impedeabove, interfere with, delay or postpone the Merger or change in any manner the voting rights of any class of shares of the Company (including any amendments to the Company Charter or Company Bylawsa “Competing Transaction”).

Voting Agreements. (Aa) During Each Management Holder who holds Common Stock hereby revokes any and all prior proxies or powers of attorney in respect of any of such Management Holder’s shares of Common Stock (whether pursuant to the Term (as defined belowOriginal Agreement, the RPP Agreement, the RSM Agreement or otherwise) and constitutes and appoints Hexion LLC, or any nominee of Hexion LLC, with full power of substitution and resubstitution, at any meeting of stockholders of the Company or at any adjournment or postponement thereof at which a vote in favor of the Merger Agreement is sought, Stockholder shall vote (or cause to be voted) a number of shares of Company Common Stock equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement. On time from the date that is three hereof until the earlier of (3i) Business Days prior the termination of such Holders rights under this Agreement pursuant to the date of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereof), Stockholder shall deliver and grant a revocable proxy to the proxyholders named in the Company’s proxy card Section 13(e) hereof (the “ProxyholdersTerm”) granting and (ii) the Proxyholders the power consummation of a Qualified Public Offering, as its true and authority lawful attorney and proxy (its “Proxy”), and in its name, place and stead, to vote each of such shares (whether such shares are currently held or may be acquired in the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%future by such Management Holder) as its Proxy, at every annual, special, adjourned or postponed meeting of the shares of Company Common Stock outstanding and entitled to vote as shareholders of the relevant meeting of stockholders in favor of Applicable Issuer, including the adoption of the Merger Agreement right to sign its name (as contemplated by this Section 1.01(Ashareholder) and Stockholder shall notto any consent, during the Term, amend, withdraw, revoke, alter, modify certificate or change such proxy at any time prior other document relating to the date of such meeting of stockholders of the Company (that applicable laws may permit or such adjournment or postponement thereof); provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and the exceptions to those obligations) shall apply, during the Term, require with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor matter referred to be voted on by the Merger Agreement is soughtshareholders of the Company. THE FOREGOING PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST THROUGHOUT THE TERM. (Bb) During Each Management Holder who holds Units hereby revokes any and all prior proxies or powers of attorney in respect of any of such Management Holder’s units (whether pursuant to the Term Original Agreement, the RPP Agreement, the RSM Agreement or otherwise) and constitutes and appoints the Apollo Group, or any nominee of Hexion LLC, with full power of substitution and resubstitution, at any meeting time from the date hereof until the earlier of stockholders of the Company or at any adjournment or postponement thereof, in any action by written consent of the stockholders of the Company, or in any other circumstances upon which the vote, consent or other approval of the Stockholder is sought, Stockholder shall vote (or cause to be voted) the Shares (i) notwithstanding Section 1.03 of this Agreement, against any Company Acquisition Proposal; the Term and (ii) against any other proposal the consummation of a Qualified Public Offering of Hexion LLC, as its Proxy, and in its name, place and stead, to vote each of such shares (whether such shares are currently held or action that could reasonably may be expected to impedeacquired in the future by such Management Holder) as its Proxy, interfere withat every annual, delay special, adjourned or postpone the Merger or change in any manner the voting rights of any class of shares postponed meeting of the Company members of Hexion LLC, including the right to sign its name (including as member) to any amendments consent, certificate or other document relating to Hexion LLC that applicable laws may permit or require with respect to any matter referred to be voted on by the Company Charter or Company Bylaws)members of Hexion LLC. THE FOREGOING PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST THROUGHOUT THE TERM.

Voting Agreements. The Shareholder agrees with, and covenants to, HRB as follows: (Aa) During the Term (as defined below) at At any meeting of stockholders shareholders of GFH called to vote upon the Company Merger Agreement and/or the Transactions or at any adjournment or postponement thereof at or in any other circumstances upon which a vote in favor of vote, consent or other approval with respect to the Merger Agreement and/or the Transactions is soughtsought ( collectively, Stockholder the “Shareholders’ Meeting”), the Shareholder shall vote (or cause to be voted) a number of shares of Company Common Stock equal to forty percent (40%) all of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders Shareholder’s Shares in favor of the adoption Merger Agreement, and the approval of the terms thereof and each of the Transactions, and shall not grant any proxies to any third party, except where such proxies are expressly directed to vote in favor of the Merger Agreement and the Transactions. The Shareholder hereby waives all notice and publication of notice of any Shareholders’ Meeting to be called or held with respect to the Merger Agreement and the Transactions and agrees that he will not exercise any dissenters rights (in connection with any GFH Preferred Shares he may own) under Sections 55-13-01 through 55-13-31 of the North Carolina Business Corporation Act. The Shareholder hereby grants HRB an irrevocable proxy, coupled with an interest, to vote all of the Shareholder’s Shares in favor of the Merger Agreement and the Transactions, and against any competing proposals or “Takeover Proposal” as defined in Section 5.5 of the Merger Agreement. On the date that is three (3) Business Days prior to the date of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereof), Stockholder shall deliver and grant a revocable proxy to the proxyholders named in the Company’s proxy card (the “Proxyholders”) granting the Proxyholders the power and authority to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall not, during the Term, amend, withdraw, revoke, alter, modify or change such proxy at any time prior to the date of such meeting of stockholders of the Company (or such adjournment or postponement thereof); provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and the exceptions to those obligations) shall apply, during the Term, with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor the Merger Agreement is sought. (Bb) During the Term at At any meeting of stockholders of the Company GFH’s shareholders or at any adjournment or postponement thereof, in any action by written consent of the stockholders of the Company, thereof or in any other circumstances upon which the their vote, consent or other approval of the Stockholder is sought, Stockholder the Shareholder shall vote (or cause to be voted) the such Shareholder’s Shares against (i) notwithstanding Section 1.03 any competing proposals or Takeover Propos al, including, without limitation, any merger, consolidation or exchange agreement or merger or exchange (other than the Merger Agreement and the Transactions), consolidation, combination, sale of this substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by GFH, or (ii) any amendment of GFH’s articles of incorporation or bylaws or other proposal or transaction involving GFH, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger Agreement, against or any Company Acquisition Proposal; of the Transactions (each of the foregoing in clause (i) or (ii) above, a “Competing Transaction”). (c) Effective as of the date of the consummation of the Merger, the Shareholder hereby (i) waives any indemnification rights and (ii) covenants not to assert any claim for indemnification to which he may be entitled as a result of having served as an officer or director of GFH or any of its direct or indi rect Subsidiaries (including, but not limited to, Gateway Bank & Trust Co.) with respect to acts, omissions or any other matter occurring or arising on or prior to the consummation of the Merger, whether asserted or claimed prior to at or after the consummation of the Merger. Shareholder will indemnify HRB against any other proposal liability or action that could reasonably be expected to impede, interfere with, delay or postpone the Merger or change in any manner the voting rights expense HRB incurs as a result of any class breach by Shareholder of shares of the Company (including any amendments to the Company Charter or Company Bylawsthis Section 2(c).

Voting Agreements. Shareholder hereby covenants and agrees as follows: (Aa) During the Term (as defined below) at At any meeting of stockholders the shareholders of Company called to vote upon the Company or Merger Agreement and the Merger, and at any adjournment or postponement thereof at thereof, or in any other circumstances upon which a vote in favor of vote, consent or other approval with respect to the Merger Agreement or the Merger is soughtsought (collectively, Stockholder the “Shareholders’ Meeting”), Shareholder shall vote (or cause to be voted) a number all of shares of Company Common Stock equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders Shareholder’s Shares in favor of the adoption approval of the terms of the Merger Agreement. On Agreement and the date that is three (3) Business Days prior Merger, and shall not grant any proxies to the date of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereof)any third party, Stockholder shall deliver and grant a revocable proxy to the proxyholders named in the Company’s proxy card (the “Proxyholders”) granting the Proxyholders the power and authority except where such proxies are expressly directed to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption Merger Agreement and the Merger. Shareholder hereby waives all notice and publication of notice of any Shareholders’ Meeting to be called or held with respect to the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall not, during the Term, amend, withdraw, revoke, alter, modify or change such proxy at any time prior to the date of such meeting of stockholders of the Company (or such adjournment or postponement thereof); provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and the exceptions to those obligations) shall apply, during the Term, with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor the Merger Agreement is soughtMerger. (Bb) During the Term at At any meeting of stockholders of the Company or at any adjournment or postponement thereof, in any action by written consent of the stockholders of the Company, Shareholders’ Meeting or in any other circumstances upon in which the vote, consent or other approval of the Stockholder Company’s Shareholders is sought, Stockholder Shareholder shall vote (or cause to be voted) the such Shareholder’s Shares against (i) notwithstanding Section 1.03 of this Agreement, against any Company Acquisition Proposal; and (ii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Company contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iii) any amendment of Company’s articles of incorporation or bylaws or other proposal or action that could reasonably be expected to impedetransaction involving Company or any of its Subsidiaries, interfere with, delay which amendment or postpone the Merger other proposal or change transaction would in any manner delay, impede, frustrate, prevent or nullify the voting rights of Merger Agreement, or any class of shares of the Company Transactions (including any amendments to each of the Company Charter foregoing in clauses (i), (ii) or Company Bylaws(iii) above, a “Competing Transaction”). (c) Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of Company, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.